SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CATELLUS DEVELOPMENT CORPORATION
(Name of Registrant as Specified in its Charter)
CATELLUS DEVELOPMENT CORPORATION
(Name of Person(s) Filing Proxy Statement)
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) 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:
4) Proposed maximum aggregate value of transaction:
[ ] 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>
<PAGE> CATELLUS DEVELOPMENT CORPORATION
201 Mission Street
San Francisco, California 94105
_____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 23, 1994
_____________________
The Annual Meeting of Stockholders of Catellus Development
Corporation (the "Company") will be held on Wednesday, June 23, 1994, at
10:00 a.m. (local time) at the Bank of America, Giannini Auditorium,
555 California Street, San Francisco, California for the following purposes:
(1) To elect [eleven] directors;
(2) To vote upon a proposal to amend the Company's Amended and
Restated Executive Stock Option Plan;
(3) To vote upon a proposal to approve the issuance of Common
Stock upon conversion of the Company's $3.625 Series B
Cumulative Convertible Exchangeable Preferred Stock; and
(4) To transact such other business as may properly come before
the Annual Meeting.
Only stockholders of record at the close of business on April 29,
1994 will be entitled to notice of, and to vote at, the Annual Meeting or at
any adjournment thereof. Each stockholder, even through he or she may
presently intend to attend the Annual Meeting, is requested to sign and date
the enclosed proxy card and return it without delay in the enclosed
postage-paid envelope. Any stockholder present at the Annual Meeting may
withdraw his or her proxy card and vote in person on each matter properly
brought before the Annual Meeting.
Please sign, date and mail the enclosed proxy card promptly in the
enclosed envelope, so that your shares of stock may be represented at the
meeting.
By Order of the Board of Directors,
Maureen Sullivan
Secretary
May 2, 1994
San Francisco, California
</PAGE>
<PAGE>
CATELLUS DEVELOPMENT CORPORATION
201 Mission Street
San Francisco, California 94105
___________________
PROXY STATEMENT
___________________
GENERAL
This Proxy Statement is furnished to the stockholders of Catellus
Development Corporation (the "Company") in connection with the solicitation of
proxies for use at the Company's Annual Meeting of Stockholders to be held on
Wednesday, June 23, 1994 at 10:00 a.m. (local time) and at any adjournment
thereof. The Annual Meeting of Stockholders will be held at the Bank of
America, Giannini Auditorium, 555 California Street, San Francisco, California.
This solicitation is being made on behalf of the Board of Directors of
the Company, whose principal executive offices are located at 201 Mission
Street, San Francisco, California 94105, telephone (415) 974-4500. This Proxy
Statement, proxy card, Notice of Annual Meeting of Stockholders and the
Company's 1993 Annual Report were first mailed to stockholders on or about
May 2, 1994.
The shares represented by any proxy in the enclosed form, if such proxy
is properly executed and is received by the Company prior to or at the Annual
Meeting, will be voted in accordance with the specifications made thereon.
Proxies on which no specification has been made by the stockholder will be
voted in favor of the nominees to the Board of Directors listed in this Proxy
Statement and for each of the proposals described herein.
Any shareholder may revoke his or her proxy at any time before it is
voted at the Annual Meeting by giving written notice of such revocation to the
Secretary of the Company at the address indicated above, which notice may be
given by the filing of a duly elected proxy bearing a later date, or by
attending the Annual Meeting and voting in person.
Stockholders of record at the close of business on April 29, 1994 are
entitled to notice of and to vote at the Annual Meeting. On April 29, 1994, the
issued and outstanding voting securities of the Company consisted of 72,967,236
shares of Common Stock, each of which is entitled to one vote on all matters
which may properly come before the Annual Meeting or any adjournment thereof
and may properly be voted upon.
</PAGE>
<PAGE>
The presence at the Annual Meeting, in person or by proxy, of the holders
of a majority of the outstanding shares of Common Stock is necessary to
constitute a quorum. The election of directors will require the affirmative
vote of a plurality of the shares of Common Stock voting in person or by proxy
at the Annual Meeting. Adoption of the proposals described herein to amend
the the Amended and Restated Executive Stock Option Plan ("Executive Plan") and
to approve issuances of Common Stock on conversion of the Company's Series B
Preferred Stock will require the affirmative vote of a majority of the votes
cast for each proposal provided that the total votes cast on each proposal
represents over 50% in interest of all securities entitled to vote on the
proposal.
The inspector of elections appointed by the Company will count all votes
cast in person or by proxy at the Annual Meeting. Abstentions will be treated
as shares that are present and entitled to vote for purposes of determining the
presence of a quorum, but as unvoted for purposes of determining the approval
of any matter submitted for a vote of the stock holders. If a broker or
nominee indicates on its proxy that it does not have discretionary authority to
vote on a particular matter as to certain shares, those shares will be counted
for general quorum purposes but will not be considered as present and entitled
to vote with respect to that matter.
The Company anticipates that Bay Area Real Estate Investment Associates
L.P. ("BAREIA"), the Company's principal stockholder, will vote in favor of the
Executive Stock Option Plan Amendments and the Common Stock Proposal. Based on
its aggregate ownership of Common Stock at March 1, 1994, the Executive Stock
Option Plan Amendments and the Common Stock Proposal may be able to be approved
without the vote of any other stockholders. See "Security Ownership of Certain
Beneficial Owners -- Stockholders Agreement" and "Election of Directors --
Arrangements Regarding Nominees" for additional information concerning BAREIA
and certain agreements relating to voting of shares by BAREIA and certain other
entities.
The cost of this proxy solicitation will be borne by the Company.
Brokers and nominees should forward soliciting materials to the beneficial
owners of the stock held of record by such persons. The Company will reimburse
such persons for their reasonable forwarding expenses. In addition to the use
of the mails, proxies may be solicited by directors, officers and regular
employees of the Company, who will not receive additional compensation
therefor, by personal contact or by telephone or other means of communication.
</PAGE>
<PAGE>
ELECTION OF DIRECTORS
[Eleven] directors are to be elected to serve until the Company's next
Annual Meeting of Stockholders and until their respective successors are
elected and qualified. The following table presents information regarding each
nominee to be presented by the Board of Directors for election as a director of
the Company at the Annual Meeting. Each nominee has indicated his willingness
to serve if elected, but if any nominee should become unable to serve, the
proxies solicited hereby will be voted for the election of such other person or
persons as the Board of Directors, acting in accordance with the BAREIA
Agreement described below, shall select. The information below concerning each
nominee has been furnished to the Company by such nominee.
Nominees for Election as Directors
Year
First
Elected a
Name of Nominee Business Experience Age Director
- ---------------- -------------------- --- ----------
Joseph F. Alibrandi Chairman since 1985, President, 65 1989
from 1970 to 1985 and Chief
Executive Officer since 1974, of
Whittaker Corporation (a
diversified company with business
activities in the aerospace
field); Chairman since October
1991, and Chief Executive Officer
from October 1991 to October
1992, of BioWhittaker, Inc. (a
diversified company with business
activities in the biotechnology
field). Also a director of
Whittaker Corporation,
BioWhittaker, Inc., Jacobs
Engineering Group, Santa Fe
Pacific Corporation, Bank of
America NT & SA and BankAmerica
Corporation.
Darla Totusek Flanagan Managing Director of JMB 36 1989
Institutional Realty Advisors,
Inc. a real estate investment
management firm since 1991.
Prior to that, Senior Vice
President of JMB Realty
Corporation from 1987; with JMB
Realty Corporation from May 1983.
</PAGE>
<PAGE>
Gary M. Goodman Senior Vice President of 51 1989
Reichmann International L.P.
[brief description of business]
since October 1993. Prior to
that, Senior Vice President of
Olympia & York Developments Ltd.
("O&Y") from __________ to April
1993. Also a director of Trilon
Financial Corporation.
Robert D. Krebs Chairman, President and Chief 51 1989
Executive Officer of Santa Fe
Pacific Corporation ("SFP")
[brief description of business]
since June 1988; formerly
President and Chief Executive
Officer of SFP from July 1987.
Prior to that, President and
Chief Operating Officer of SFP.
Also a director of SFP, Phelps
Dodge Corporation, Northern Trust
Corporation, Santa Fe Energy
Resources, Inc., The Atchison,
Topeka and Santa Fe Railway
Company ("ATSF") and Santa Fe
Pacific Pipelines, Inc. Chairman
and Chief Executive Officer of
ATSF since June 1989; President
of ATSF since June 1991.
Judd D. Malkin Chairman of JMB Realty 56 1990
Corporation a real estate manager
and owner since 1971. Also a
director of Urban Shopping
Centers, Inc.
John E. Neal Senior Vice President for Real 44 1993
Estate Investments of Kemper
Corporation (an asset management
and financial products company)
since January 1, 1994; Executive
Vice President for Real Estate
Investments of Kemper Financial
Services, Inc., a subsidiary of
Kemper Corporation, from July
1992 to December 1993. Prior to
that, Executive Vice President,
Real Estate Group, of Continental
Bank Corporation from 1985.
Joseph R. Seiger Since 1973, Founding Partner, 51 1993
Vintage Properties (a residential
and commercial real estate
developer).
</PAGE>
<PAGE>
Jacqueline R. Slater Managing Director, Restructuring, 41 1993
Structured Finance and
Securitization, Chemical Bank
Real Estate Finance. Senior Vice
President of Chemical Bank since
1983.
Tom C. Stickel Founder/Special Advisor to 45 1993
American Partners, Inc. (a
corporation specializing in
domestic steel distribution and
United States/Mexico business
development) since [time period].
John E. Zuccotti President and Chief Executive 56 1989
Officer of Olympia & York
Companies (USA), an affiliate of
O&Y, since January 1990. From
January 1986, Mr. Zuccotti was a
partner in the law firm of Brown
& Wood; he became counsel to that
firm in January 1990. Also a
director of Dreyfus California
Tax Exempt Money Market Fund,
Inc., Dreyfus Capital Value Fund,
Inc., Dreyfus Insured Municipal
Bond Fund, Inc., Dreyfus
Municipal Money Market Fund,
Inc., Dreyfus New Leaders Fund,
Inc., Dreyfus Strategic Municipal
Bond Fund, Inc., Dreyfus
Strategic Municipals, Inc.,
Dreyfus Municipal Bond Fund,
Inc., and Diversicare, Inc.
The Board of Directors recommends a vote FOR the election as directors of
the nominees listed above.
</PAGE>
<PAGE>
Arrangements Regarding Nominees
BAREIA and the Company are parties to an agreement dated as of January
14, 1993 (as amended February 4, 1993, the "BAREIA Agreement") pursuant to
which BAREIA converted the Company's 13.5% Convertible Debenture due 1994 (the
"Debenture") into 18,989,899 shares of Common Stock and as a result of which
BAREIA now owns approximately 40.7% of the outstanding Common Stock.
Concurrently with the conversion, BAREIA purchased, in a private placement,
1,405,702 shares (approximately 40.7%) of the $3.75 Series A Cumulative
Convertible Preferred Stock ("Series A Preferred Stock") sold by the Company.
The balance of the Series A Preferred Stock was sold in a public offering. The
conversion and concurrent Series A Preferred Stock issuance were effected in
February 1993.
Until February 2003 (provided that the Company is publicly held and that
BAREIA owns at least 5% of the outstanding Common Stock), the BAREIA Agreement
requires BAREIA to vote its Common Stock so that the proportion of affiliates
of BAREIA serving as members of the Board (including nominees to the Board
designated by BAREIA and proposed by the Nominating Committee) is approximately
proportionate to BAREIA's percentage Common Stock ownership. However, if
BAREIA owns 50% or more of the outstanding Common Stock, its nominees may
include one-half of the total number of directors plus one; if that percentage
is less than 10% but at least 5%, BAREIA will be entitled to designate at least
one director. During this ten-year period, BAREIA will vote its Common Stock to
elect to the Board at least two individuals who are not employees of the
Company and are selected by the Nominating Committee of the Board, as well as
the Chief Executive Officer of the Company.
The proportion of BAREIA nominees on the Nominating Committee may not
exceed BAREIA's percentage Common Stock ownership, except that one-half of the
Nominating Committee will consist of BAREIA nominees designated by BAREIA so
long as BAREIA retains at least 35% of the outstanding Common Stock (and has
not transferred beneficial ownership of any shares owned by it on February 11,
1993 (giving effect to the conversion of the Debenture and BAREIA's concurrent
Series A Preferred Stock purchase)).
The BAREIA Agreement also provides that, as long as BAREIA owns at least
10% of the outstanding Common Stock, it will have the right to purchase a
portion of any private equity offering of the Company equal to its then
percentage Common Stock ownership.
</PAGE>
<PAGE>
Directors' Compensation
Directors who are not employees of the Company receive an annual fee of
$15,000, a fee of $1,250 for each meeting of the Board of Directors (the
"Board") attended (not including actions taken by written consent or,
generally, special meetings held by telephone conference call), and an annual
fee of $1,000 for each Committee of which the director is a member. Directors
are also reimbursed for their out-of-pocket expenses for each Board or
Committee meeting attended.
Pursuant to the Executive Plan, each non-employee director receives an
option to purchase 5,000 shares of Common Stock upon his or her initial
appointment or election to the Board. Each option is exercisable in
installments on a cumulative basis at a rate of 20% each year beginning on the
first anniversary of the date of grant at an exercise price of 127.63% of the
fair market value of the Common Stock on the grant date, increasing 5% on each
anniversary of the date of grant commencing on the sixth anniversary of the
grant date, and may be exercised until the tenth anniversary of the date of
grant. See "Compensation of Executive Officers--Executive Stock Option Plan
and Proposed Amendments".
Board of Directors Meetings
The Board held ten meetings during the Company's last full fiscal year.
In 1993, each director attended at least 75% of the aggregate number of
meetings of the Board and of each Committee of which such director was a
member, except that Mr. Krebs and Mr. Sam Zell (who resigned from the Board of
Directors effective November 16, 1993 attended 68% and 36%, respectively, of
such meetings.
Board Committees
The Board of Directors has established a Policy Committee, an Audit
Committee, a Compensation and Benefits Committee, a Finance Committee and a
Nominating Committee. No member of these Committees, other than the Finance
Committee, may be an employee of the Company.
The Policy Committee is composed of Ms. Slater and Messrs. Krebs, Malkin
and Neal. The function of the Policy Committee is to discuss major issues
confronting the Company and to search for a new Chief Executive Officer for the
Company. The Policy Committee was formed in February 1994 and is chaired by
Mr. Judd Malkin.
</PAGE>
<PAGE>
The Audit Committee is composed of Ms. Flanagan and Messrs. Goodman,
Krebs and Stickel. The functions of the Audit Committee are to recommend to
the Board the independent public accountants to be engaged by the Company, and
to review the Company's general policies and procedures with respect to audits
and accounting and financial controls, the scope and results of the auditing
engagement, and the extent to which the Company has implemented changes
suggested by the internal audit staff and the independent public accountants.
No member of the Audit Committee is an employee of the Company. The Audit
Committee met four times in 1993. The Audit Committee is chaired by Mr. Gary
Goodman.
The Compensation and Benefits Committee is composed of Messrs. Alibrandi,
Malkin, Seiger and Zuccotti. The functions of the Compensation and Benefits
Committee are to make recommendations to the Board with respect to compensation
of officers of the Company who are also members of the Board (the Board has the
sole power to set compensation levels for such officers), to exercise general
review authority over compensation levels of all other corporate officers and
key management personnel, to review, approve and recommend to the Board the
terms and conditions of proposed incentive bonus plans applicable to such
persons, to review annually compensation practices and salary administration
procedures and generally to review and approve changes in existing employee
benefit programs and adopt new programs. No member of the Compensation and
Benefits Committee is an employee of the Company. The Compensation and
Benefits Committee met four times in 1993. The Compensation and Benefits
Committee is chaired by Mr. John Zuccotti.
The Finance Committee is composed of Ms. Slater and Messrs. Goodman,
Neal, Krebs and Schwartz. The function of the Finance Committee is to review
financing arrangements and related matters that must be considered between
regularly scheduled Board meetings. The Finance Committee met three times in
1993. There is no current chair of the Finance Committee.
The Nominating Committee is composed of Ms. Flanagan and Messrs.
Alibrandi, Goodman, Krebs, Malkin and Stickel. The function of the Nominating
Committee is to nominate persons for election to the Board. The Nominating
Committee will consider nominees recommended by other stockholders but has not
established any procedure therefor. The Nominating Committee met twice in
1993. Ms. Flanagan and Messrs. Malkin and Stickel are designees of BAREIA to
the Nominating Committee. See "ELECTION OF DIRECTORS--Arrangements Regarding
Nominees". The Nominating Committee is chaired by Mr. Robert Krebs.
</PAGE>
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth, as of March 1, 1994, the number of
outstanding shares of Common Stock of the Company beneficially owned by each
director of the Company, by certain named executive officers and by all
directors and executive officers of the Company as a group. Unless otherwise
indicated, the persons indicated below have sole voting power and investment
power with respect to the Common Stock shown as beneficially owned by them.
Number of Shares of
Common Stock Percent
Beneficial Owner Beneficially Owned of Class
Directors
Joseph F. Alibrandi..................... 2,384 (1) (2)
Darla Totusek Flanagan.................. 2,000 (1) (2)
Gary M. Goodman......................... 2,000 (1) (2)
Robert D. Krebs......................... 33,664 (1) (2)
Judd D. Malkin.......................... 37,759,342 (1)(3) 46.7%
John E. Neal............................ 1,000 (4) (2)
Vernon B. Schwartz...................... 338,587 (5) (2)
Joseph R. Seiger........................ 1,000 (4) (2)
Jacqueline R. Slater.................... 1,000 (4) (2)
Tom C. Stickel.......................... 1,000 (4) (2)
John E. Zuccotti........................ 2,000 (1) (2)
Certain Executive Officers
Thomas W. Gille......................... 0 (6) (2)
Jeffrey K. Gwin......................... 59,034 (7) (2)
James G. O'Gara......................... [15,508](8) (2)
David A. Smith.......................... 64,330 (9) (2)
All directors and executive officers
as a group (25 persons)............... [38,282,849] [47.4%]
(1)(3)(4)(5)(10)
_____________
(1) Includes 2,000 shares of Common Stock (12,000 shares in the aggregate)
which may be acquired upon the exercise of options granted to
non-employee directors pursuant to the Executive Plan.
(2) Except as otherwise described in these notes, each person has beneficial
ownership of less than 1% of the outstanding Common Stock. Beneficial
ownership and percent ownership are calculated in accordance with rules
promulgated by the Securities and Exchange Commission.
(3) Includes 37,757,342 shares of Common Stock owned beneficially by BAREIA,
as to which Mr. Malkin disclaims beneficial ownership. Mr. Malkin might
be considered a controlling person of an affiliate of the general partner
of BAREIA. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS" at
Note 2.
</PAGE>
<PAGE>
(4) Includes 1,000 shares of Common Stock (4,000 shares in the aggregate)
which may be acquired upon the exercise of options granted to newly
elected non-employee directors in February 1993 pursuant to the Executive
Plan.
(5) Includes 183,572 shares of Common Stock which may be acquired upon the
exercise of an option granted pursuant to the Company's Incentive Stock
Compensation Plan and 150,000 shares of Common Stock which may be
acquired upon the exercise of an option granted pursuant to the Executive
Plan. Does not include 268,000 shares of Common Stock which may be
acquired upon the exercise of an option granted pursuant to the Executive
Plan. See Note 10 below for the terms of such option.
(6) Does not include 50,000 shares of Common Stock which may be acquired upon
the exercise of an option granted pursuant to the Executive Plan. See
Note 10 for the terms of such option.
(7) Includes 291 shares and 58,743 shares of Common Stock which may be
acquired upon the exercise of options granted pursuant to the Company's
Incentive Stock Compensation Plan. Does not include 90,000 shares of
Common Stock which may be acquired upon the exercise of an option granted
pursuant to the Executive Plan. See Note 10 for the terms of such
option.
(8) Includes (i) 11,047 shares of Common Stock which are beneficially held by
Mr. O'Gara in the Company's Profit Sharing & Savings Plan and Trust and
(ii) 265 shares and 4,196 shares of Common Stock which may be acquired
upon exercise of options granted pursuant to the Company's Incentive
Stock Compensation Plan. Does not include 90,000 shares of Common Stock
which may be acquired upon the exercise of an option granted pursuant to
the Executive Plan. See Note 10 for the terms of such option.
(9) Includes (i) 4,687 shares of Common Stock which are beneficially held by
Mr. Smith in the Company's Profit Sharing & Savings Plan and Trust and
(ii) 173 shares and 54,547 shares of Common Stock which may be acquired
upon the exercise of options granted pursuant to the Company's Incentive
Stock Compensation Plan. Does not include 50,000 shares of Common Stock
which may be acquired upon the exercise of an option granted pursuant to
the Executive Plan. See Note 10 for the terms of such option.
</PAGE>
<PAGE>
(10) Includes (i) 20,880 shares of Common Stock which are beneficially held by
executive officers in the Company's Profit Sharing & Savings Plan and
Trust, (ii) 352,256 shares which may be acquired by executive officers
upon the exercise of options granted pursuant to the Company's Incentive
Stock Compensation Plan and (iii) 2,000 shares which may be acquired by
an executive officer upon the exercise of options granted pursuant to the
Company's Stock Option Plan. Does not include 821,000 shares of Common
Stock which may be acquired upon the exercise of options granted to
employees pursuant to the Executive Plan.
</PAGE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following are the only persons known to the Company to be beneficial
owners of more than five percent of the Common Stock. Except as indicated
below, all information presented is as of April 1, 1994.
Shares
Name and Address Beneficially Percent
of Beneficial Owner Owned(1) of Class(1)
-------------------- ------------ ------------
Bay Area Real Estate Investment 37,757,342(2) 46.7%(2)
Associates L.P.
Mr. Judd D. Malkin
Mr. Neil G. Bluhm
c/o JMB Realty Corporation
100 Bush Street
San Francisco, CA 94101
Olympia & York Developments Ltd. (3) (4) %
Suite 2900
2 First Canadian Place
Toronto, Ontario
M5X 1B5 Canada
_____________
(1) BAREIA's percent ownership gives effect to conversion only of the Series
A Preferred Stock held by BAREIA. The named stockholders are parties to
a Stockholders Agreement and have certain purchase rights if another
party proposes to sell any Common Stock. See "--Stockholders Agreement"
below.
(2) Includes 7,757,737 shares of Common Stock issuable to BAREIA upon
conversion of the Series A Preferred Stock held by it. The Series A
Preferred Stock is convertible at any time at a conversion price of $9.06
per share of Common Stock.
JMB/Bay Area Partners, an Illinois general partnership, is the sole
general partner, and the California Public Employees' Retirement System,
a unit of an agency of the State of California ("CalPERS"), is the sole
limited partner, with a 99.8% interest, of BAREIA. Messrs. Judd D.
Malkin and Neil G. Bluhm are the Chairman and President, respectively, of
the managing partner of JMB/Bay Area Partners. Messrs. Malkin and Bluhm
might be considered to be controlling persons of JMB Realty Corporation,
an affiliate of JMB/Bay Area Partners and its managing general partner.
</PAGE>
<PAGE>
(3) O&Y has claimed sole voting and investment power with respect to the
shares of Common Stock shown as beneficially owned by it.
(4) All of the voting shares of OYDL are beneficially owned, directly or
indirectly, by members of the Reichmann family. As a result of liquidity
problems experienced by OYDL and its affiliates, on May 14, 1992, OYDL,
together with four of its affiliates organized under the laws of Canada
or any of its several provinces (including O&Y), filed voluntary
petitions for protection under Chapter 11 of the U.S. Bankruptcy Code in
the United States Bankruptcy Court of the Southern District of New York
(the "U.S. Court") (Chapter 11 Case No. 92 B 42698 (JLG)), and on the
same date, OYDL and certain of its affiliates and related companies
organized under the laws of Canada or any of its several provinces
(including O&Y) (collectively, the "O&Y Canadian Applicants") filed
applications in the Ontario Court of Justice (General Division) (the
"Canadian Court") (Court File No. B125/92), which applications were
granted, for authorization to file a plan of compromise and arrangement
under the Canadian Companies' Creditors Arrangement Act, the
restructuring provisions under Canadian law.
On February 5, 1993, the Canadian Court issued an order sanctioning the
Revised Plans of Compromise and Arrangement (the "Plan") dated December
16, 1992, as amended, of the O&Y Canadian Applicants. On March 12, 1993,
the Plan was consummated.
On October 28, 1992, OYDL and O&Y (the "O&Y U.S. Debtors") filed a
proposed plan of reorganization with the U.S. Court. The O&Y U.S.
Debtors had not filed an amended proposed plan of reorganization as of
April 5, 1993. On March 4, 1993, OYDL filed a motion with the U.S. Court
to dismiss its own Chapter 11 case. See "--Stockholders Agreement" for
additional information.
Stockholders Agreement
BAREIA and O&Y are parties to a Stockholders Agreement pursuant to which
each party has agreed to certain restrictions on transfer of its Common Stock.
When a stockholder's ownership falls below 5% of the issued and outstanding
Common Stock, it ceases to be a party to the Stockholders Agreement.
Subject to the exceptions referred to in the next paragraph, if a party
proposes to sell any of its Common Stock, such party must first offer such
securities to the other party, stating a proposed price and terms. Each other
party may elect, within 30 days thereafter, to purchase its pro rata portion of
the securities so offered. If the original notice does not contain the price
or other terms of a proposed sale, it is to be treated as an "intent notice."
</PAGE>
<PAGE>
If a subsequent notice specifying price is given within 60 days after receipt
of notice from a party of an intention to purchase, the election purchase
period is reduced to 36 hours. In either case, if no party exercises its right
to purchase the securities or if not all of the offered securities are
subscribed for, the offering party is then free to sell such securities to a
third party at the same price and on the same terms for a period of 120 days.
The above described right of first refusal does not apply to certain
corporate transactions or to sales of Common Stock by a party in unsolicited
"brokers' transactions," as defined in Rule 144 under the Securities Act of
1933, as amended (the "Securities Act"), at a price equal to the price
generally prevailing in the market, provided that the number of shares of
Common Stock sold by a party during any three-month period does not exceed the
greater of 2% of the then outstanding Common Stock or the four-week average
reported weekly trading volume of the Common Stock. In addition, any pledgee of
Common Stock pursuant to a bona fide credit arrangement and subsequent
transferees of such pledgee will not be bound by the Stockholders Agreement.
O&Y has advised the Company that the Common Stock owned by it is pledged to
secure the stockholder's obligations or those of its affiliates.
O&Y has advised the Company that each pledgee of the Common Stock owned
by O&Y may (i) require the pledgor to use its best efforts to sell such pledged
shares or (ii) exercise any remedies which it has in respect of its pledge of
such shares, if (a) the market value of such shares is equal to or less than
the minimum price per share set out in the program for the disposition of such
shares prepared by O&Y, (b) the market value of such shares is equal to or
greater than the target price for such shares set out in such program or (c)
such pledgee provides to O&Y 30 days' prior written notice of its intention to
sell such shares.
Registration Rights Agreement
The Company entered into a Registration Rights Agreement with BAREIA, O&Y
and Itel in 1989 (as amended in February 1993, the "Registration Rights
Agreement"). The Registration Rights Agreement generally permits any person (a
"Holder") owning Registrable Securities (as defined below) to require the
Company to file a registration statement under the Securities Act, at the
Company's expense, covering not less than 20% of the Registrable Securities of
such Holder (or a lesser percentage if the aggregate offering price after
subtraction of underwriting discounts and commissions would exceed $40
million).
</PAGE>
<PAGE>
Each Holder may demand two such registrations (four in the case of
BAREIA), and may participate in registrations requested by any other Holder,
subject to certain volume limitations. In addition, if at any time the Company
proposes to register any Common Stock or other Company securities under the
Securities Act in connection with a public offering of such securities solely
for cash, each Holder has the right to request that any of its Registrable
Securities be included in such registration statement, subject to certain
volume limitations.
The term "Registrable Securities" includes shares of Common Stock issued
to BAREIA in December 1989 and shares of Common Stock issued to O&Y and Itel in
1990 in connection with the distribution (the "Distribution") by Santa Fe
Pacific Corporation ("SFP") to its stockholders of the Common Stock held by SFP
(the "Distribution"). The term also includes the Common Stock issued upon
conversion of the Debenture formerly held by BAREIA, any Common Stock issued as
a dividend or other distribution in connection with the foregoing holdings of
Common Stock, and any equity securities purchased by BAREIA pursuant to the
BAREIA Agreement (including the Series A Preferred Stock (and Common Stock
issued upon conversion thereof), but excluding shares of any class of capital
stock purchased pursuant to a private placement (or acquired upon conversion)
if that class of stock is not publicly traded at the time registration is
requested). Shares of Common Stock cease to be classified as Registrable
Securities once such shares have been registered under the Securities Act,
distributed pursuant to Rule 144 or otherwise transferred without restriction
upon subsequent transfer, or if such shares cease to be outstanding. Itel no
longer owns any shares of the Company's Common Stock.
COMPENSATION AND BENEFITS COMMITTEE REPORT*
The Compensation and Benefits Committee of the Board of Directors (the
"Committee") is responsible for administering the Company's executive
compensation program. The Committee is composed of the independent
non-employee directors whose names appear at the end of this report.
* The Compensation and Benefits Reports shall not be deemed "filed" with
the Securities and Exchange Commission and is not incorporated by
reference into any filings of the Company pursuant to the Securities Act
or the Securities Exchange Act of 1934, as amended.
</PAGE>
<PAGE>
The Committee has general review authority over compensation levels of
all corporate officers and key management personnel, administers employee
benefit and incentive compensation programs, and considers and recommends new
benefit programs to the Board. In addition, the Committee is responsible for
reviewing and recommending to the Board the compensation of Mr. Schwartz, who
is the only Company officer who is also a member of the Board; the Board has
the sole authority to set Mr. Schwartz' compensation. In reviewing the
individual performance of the executives whose compensation is detailed in this
Proxy Statement (other than Mr. Schwartz), the Committee takes into account the
observations and evaluations of Mr. Schwartz.
Pursuant to recently adopted rules designed to enhance disclosure of
companies' policies towards executive compensation, set forth below is a report
of the Committee addressing the Company's compensation policies for 1993 as
they affected Mr. Schwartz, the Company's Chief Executive Officer, and Messrs.
Gille, Gwin, O'Gara and Smith, the four executive officers (together with Mr.
Schwartz, the "Named Executives") other than Mr. Schwartz who, for 1993, were
the Company's most highly paid executives.
Overall Policy
The key elements of the Company's executive compensation program consist
of base salary, annual bonus and long-term incentive opportunities. The program
is intended to enable the Company to attract, motivate and retain senior
management by providing a fully competitive total compensation package based on
both individual and corporate performance, taking into account both annual and
long-term performance goals, and recognizing individual initiative and
achievements. It includes what the Committee believes are competitive base
salaries which reflect individual performance; annual variable performance
incentive opportunities payable in cash; and programs contingent on the
Company's long-term performance. The Committee endorses the position that
stock ownership by management and stock-based performance compensation
arrangements aid in aligning management's and stockholders' interests in the
enhancement of stockholder value. Accordingly, these elements play an
important role in the total compensation packages for the Company's executive
officers.
The compensation policy of the Company is that a substantial portion of
the annual compensation of each officer relates to and must be contingent upon
the performance of the Company, as well as the individual contribution by each
officer. As a result, much of an executive officers' annual compensation,
amounting to approximately 36% (56% in the case of Mr. Schwartz) of total cash
compensation if target bonus awards are paid in full, is variable and is based
on corporate and individual performance.
</PAGE>
<PAGE>
Annual Compensation Program
Annual total cash compensation for senior management consists of base
salary and awards under the Company's Annual Performance Bonus Program (the
"Performance Bonus Program").
Base salaries for new executive officers are determined initially by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for executives,
including a comparison to base salaries for comparable positions at other
companies.
Annual salary adjustments are determined by evaluating the performance of
the Company and of each executive officer, and also take into account changing
responsibilities. Where appropriate the Committee considers non-financial
performance measures, including such elements as the productivity of the
relevant working group or business unit, and contribution to corporate goals
regarding employee morale and team-building, efficient use of corporate
resources, promotion of favorable public opinion of the Company and its
corporate image, employee retention and leadership development, and successful
tenant and vendor relations.
The Company's senior management is eligible for annual cash bonuses under
the Performance Bonus Program. This Program provides for the establishment of
various annual performance goals which, if achieved, result in the payment of
additional cash compensation to participants for that year. The program is
intended to communicate and focus management attention on key business goals
and to identify and reward superior performance. Key executives and managers
who have substantial responsibility for the Company's performance are selected
to participate in the Performance Bonus Program with the approval of the
Committee.
Goals under the program for 1993 generally included corporate performance
objectives (for 20% of the bonus) and individual performance objectives (for
80% of the bonus). The amount of a participant's bonus compensation depends
upon the degree of achievement for each identified goal, with the maximum
possible award being an amount between 10% and 125% of the participant's
regular salary, depending upon the employee's position. Individual goals are
established annually by senior management and approved by the Chief Executive
Officer. The Named Executives and the executive officers as a group, excluding
Mr. Schwartz, realized on average 43% and 41%, respectively, of their
individual performance goals for 1993.
</PAGE>
<PAGE>
The Company's corporate goals are recommended each year by the Chief
Executive Officer and established by the Committee. The corporate performance
measure for 1993 was based on the Company's cash flow. The Committee
determined that, for 1993, 50% of the corporate performance bonus would be
payable to participants if the targeted cash flow was met, and 100% of the
bonus would be payable if the Company achieved 120% of the targeted level. For
1993, the corporate performance goal was exceeded and each executive officer
received the full 20% share of his or her bonus attributable to corporate
performance.
Long-Term Incentive Program
The long-term incentive program for senior management consists of two
types of awards under the Amended and Restated Long-Term Incentive Compensation
Plan ("LICP") and options granted under the Executive Plan. All of the senior
executive officers participate in these long-term plans. The primary purpose
of these plans is to offer an incentive for long term performance of the
Company over a five-year period.
The LICP provides a bonus based on the compound annual growth of the
Company's stockholders' equity (on a current value basis) for the five-year
period from January 1, 1992 through December 31, 1996. No awards are payable
to senior executive officers unless the annual compound growth in current value
stockholders' equity over the period exceeds 5%.
The Executive Plan was intended to complement the amended LICP, and to
create a long term incentive to create growth in stockholder value. The
exercise price for all options granted to senior executives in 1992 was the
fair market value on the date of the grant, increasing 5% on each anniversary
of the grant date. Except under limited circumstances in the event of
termination of employment, these options do not vest until the fifth
anniversary of the grant date. These "premium priced" options will have no
realizable value to the optionees unless the market price of the Common Stock
increases more than 5% a year, compounded annually, over the five-year period.
</PAGE>
<PAGE>
The Company engaged an independent compensation consultant in 1993 to assist
the Committee in evaluating its executive compensation program and, in
particular, to consider its long-term incentive compensation. The consultant
conducted a private survey of selected real estate companies to supplement
available public information on annual and long-term incentive practices in the
real estate industry. Based upon the consultant's recommendations and analysis
by the Committee of the information provided by the consultant, the Committee
has adopted a management pay strategy effective for 1994 that targets total
compensation at the top quartile (75th percentile) of the market through a
combination of below market (40th percentile) salaries, continuation of the
existing above average bonus opportunity, and an aggressive long-term incentive
program keyed to increases in stockholder value. Implementation of this
strategy will mean salary increases over two to three years for those officers
currently below target salary levels, a freeze of salaries for those above the
described target, and the introduction of a new long-term incentive program
designed to fill the "gap" between the top quartile total compensation and
target annual cash pay. The Committee concluded that the new options under the
Executive Plan described under "Compensation of Executive Officers -- Executive
Stock Option Plan and Proposed Amendment", coupled with the termination of the
LICP, will more closely align management's long-term incentive compensation
with increased stockholder value, as reflected in stock performance. The
Committee and the Board concluded that the vesting of the options based on
increased Common Stock price, together with the "front loading" of the options
to senior executives (the grant of a higher number of stock options with a
longer vesting period than a normal grant), would better align management's
interests with stockholder focus and the long-term horizons of a real estate
company.
Mr. Schwartz received a grant under the Executive Plan in March 1993 as
part of his bonus compensation for 1992. See "Agreement with Mr. Schwartz,"
below. Except for that grant, neither Mr. Schwartz nor any of the other Named
Executives received 1993 grants under the LICP or the Executive Plan. The
February 1994 grants under the Executive Plan, which are subject to stockholder
approval of the Executive Plan Amendments, are part of the Named Executives'
compensation arrangements for 1994.
Agreement with Mr. Schwartz
Mr. Schwartz has resigned from the Company effective June 30, 1994.
Pursuant to an agreement between the Company and Mr. Schwartz dated February
22, 1994, Mr. Schwartz has agreed to remain in the employ of the Company until
June 30, 1994, and to serve as chief executive officer until that date, or such
earlier date as the Board of Directors may designate. Mr. Schwartz received
$320,625 as his bonus under the Annual Performance Bonus Program for 1993,
representing 57% of his maximum bonus potential. This is approximately the
same percentage as that received by all employees as a group and reflects, in
particular, the Board's satisfaction with the capital restructuring
accomplished in 1993 and the improved results of the Company's industrial
</PAGE>
<PAGE>
portfolio. Mr. Schwartz will be paid $225,000 through June 30, 1994, and will
be paid $654,375 upon termination of his employment. Pursuant to the
agreement, the Company accelerated the vesting of the stock option awarded to
Mr. Schwartz in March, 1993 to purchase 150,000 shares of Common Stock at
$7.425 per share and the option became exercisable at any time through
September 30, 1994. At the request of the Committee, the Policy Committee
negotiated Mr. Schwartz' severance compensation. The Policy Committee
recommended its final approval to the Board on the basis of Mr. Schwartz'
agreement to assist the Company in effecting an orderly management transition,
the decision that Mr. Schwartz would not be eligible to participate in the
Annual Performance Bonus Program or to receive any long-term incentive
compensation potential for his services to the Company in 1994, and the fact
that the 1993 option grant to Mr. Schwartz was a part of his 1992 bonus
compensation.
Recently enacted Section 162(m) of the Internal Revenue Code of 1986 as
amended (the "Code") limits the deductibility for federal income tax purposes
of certain compensation paid to "covered employees," which term includes the
chief executive officer and the four other most highly compensated officers of
the Company, as of the end of a performance year. The Company intends to take
the necessary steps to conform its compensation to comply with the limitations
or, if this is not feasible in any given circumstance, to mitigate the negative
impact of this Code provision on stockholders. For this reason, one proposed
amendment to the Executive Plan restricts the awards to any participant by
setting a limit on the maximum number of shares subject to awards that can be
granted in a [ -year] period. If the Executive Plan, as so amended, is
approved by stockholders, it will constitute a stockholder-approved
performance-based plan for purposes of Section 162(m), with the result that
awards thereunder will be deductible for federal tax purposes.
Joseph F. Alibrandi Judd D. Malkin
Joseph R. Seiger John E. Zuccotti
</PAGE>
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information with respect to the cash
compensation paid by the Company for services rendered during the fiscal year
ended December 31, 1993 to the Named Executives indicated below.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long-Term Compensation Awards
----------------------------------- --------------------------------
Securities
Other Restricted Underlying
Annual Stock Options/ All Other
Compensa- Awards SARs Compensa-
Year Salary $ Bonus($)(1) tion($) ($)(2)(3) (#)(2)(4) tion($)(5)
---- -------- ----------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Vernon B. Schwartz 1993 450,000 320,625 -- -- -- 9,226
Chairman of the Board 1992 450,000 408,500 -- -- 418,000(6) 8,952
Chief Executive Officer 1991 450,000 408,500 -- -- 183,572 8,693
and President
David A. Smith 1993 160,000 81,600 -- -- -- 7,709
Senior Vice President and 1992 160,000 80,000 -- -- 50,000 7,575
Chief Financial Officer 1991 159,583 80,000 -- 25,362 54,720 7,441
James G. O'Gara 1993 150,000 54,000 -- -- -- 7,509
Senior Vice President 1992 150,000 80,700 -- -- 90,000 7,375
1991 150,000 93,000 -- -- 4,461 7,249
Thomas W. Gille 1993 150,000 81,000 -- -- -- 7,509
Vice President 1992 150,000 58,125 -- -- 50,000 7,375
Asset Management 1991 150,000 49,500 -- -- -- 7,249
Jeffrey K. Gwin 1993 150,000 22,500 -- -- -- 7,509
Vice President 1992 150,000 31,500 -- -- 90,000 7,375
Development 1991 150,000 61,875 -- 29,311 63,230 7,249
</TABLE>
_______________
(1) Bonus amount for any year represents the amount earned for that fiscal
year pursuant to the Company's Performance Bonus Program. This amount is
paid in the following fiscal year, and is excluded from the year of
payment.
(2) 1991 awards represent restricted stock awards and options granted on
March 5, 1991 under the Company's Incentive Stock Compensation Plan.
These awards were granted to provide substitute awards to employees who
had awards under the Santa Fe Pacific Incentive Stock Compensation Plan
which lapsed as a result of the Distribution of the Company's Common
Stock to SFP Stockholders in December 1990.
</PAGE>
<PAGE>
(3) The restricted share awards of 1,705 shares and 1,836 shares held by Mr.
Smith and Mr. Gwin, respectively, vested on March 5, 1992. There were no
restricted stock holdings at December 31, 1993. The amount reported in
the table represents the market value of the shares at the date of grant,
without giving effect to the diminution of value attributable to the
restrictions on such stock. No dividends were paid on the Common Stock
during the period referred to in this table.
(4) 1991 stock option awards vested on March 5, 1992, except for Mr.
Schwartz' which vested on May 1, 1992.
(5) Represents the amount of the Company's contributions for the year
pursuant to the Profit Sharing & Savings Plan and Trust.
(6) Includes a stock option award granted on March 17, 1993 to purchase
150,000 shares of Common Stock under the Executive Plan.
Pursuant to an agreement with the Company dated February 22, 1994, Mr.
Schwartz received $320,625 as his bonus for 1993, will receive a salary of
$225,000 for the period through June 30, 1994 and will be paid $654,375 upon
termination of his employment. See "Compensation and Benefits Committee Report
- - Agreement with Mr. Schwartz."
Proposal to Amend the Executive Stock Option Plan
The Executive Plan was adopted by the Board of Directors of the Company
and was approved by the holders of a majority of the shares of Common Stock in
1992. At its meeting on March 17, 1993, the Board adopted an amendment to the
Executive Plan effective February 11, 1993, subject to approval of the
amendment by holders of a majority of the shares of Common Stock voting at the
1993 Annual Meeting. The sole purpose of the amendment was to provide for the
automatic award of an option to purchase 5,000 shares of Common Stock to any
newly elected or appointed non-employee director. This approval was obtained.
Proposed Amendments
At its meeting on November 7, 1993, the Board adopted an amendment to the
Executive Plan to increase the number of shares subject to the Executive Plan
from 1,250,000 to 4,250,000 shares of Common Stock. This amendment is subject
to approval by the holders of a majority of the shares of Common Stock voting
at the 1994 Annual Meeting. At its meeting on ________, 1994, the Board
approved an additional amendment to the Executive Plan to limit the number of
</PAGE>
<PAGE>
shares of Common Stock that may be subject to awards under the Executive Plan
so that it will constitute a stockholder approved performance-based plan for
purposes of Section 162(m), and, as a result, awards thereunder will be
deductible for federal income tax purposes. See "Limitations on Awards",
below.
If the amendments are adopted, option grants to 15 of the Company's
executive officers, excluding Mr. Schwartz but including the other Named
Executives, will be effective. These options will be at an initial exercise
price of $9.93. See "-- February 1994 Grants".
The following is a summary of the principal provisions of the Executive
Plan and the amendments thereto to be presented for approval at the Annual
Meeting.
General
The Executive Plan is intended to provide an incentive program that is
competitive in the real estate industry and that will reward and help retain
senior management whose performance will contribute to the long-term success
and growth of the Company. The Executive Plan is also intended to further the
convergence of interests of senior management and the directors of the Company
with those of the stockholders. A total of 15 members of senior management and
ten non-employee directors of the Company are currently participants in the
Executive Plan.
The Executive Plan is administered by the Compensation and Benefits
Committee of the Board (or any other committee appointed by the Board) each
member of which shall be a "disinterested person" within the meaning of SEC
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.
The Executive Plan currently authorizes grants with respect to a maximum
of 1,250,000 shares of Common Stock, subject to adjustment in the event of
stock dividends, stock splits, reclassification of the Common Stock,
recapitalization of the Company or similar changes in the Company's
capitalization. If the amendments to be presented at the Annual Meeting are
approved, the maximum number of shares will be increased to 4,250,000, subject
to adjustment.
Type of Awards
Except with respect to options granted to non-employee directors and
subject to the limits described in "Limitations on Awards" below, the
Compensation and Benefits Committee will have the sole authority to determine
to whom options (a right to purchase a stated number of shares at a specified
price within a given period) shall be granted under the Executive Plan, the
type, amount and terms of the options to be granted, the time when options will
be granted and the duration of the exercise period of options. Awards pursuant
</PAGE>
<PAGE>
to the Executive Plan will take the form of "nonstatutory stock options" (stock
options that do not provide special tax deferral benefits for federal income
tax purposes).
No option granted pursuant to the Executive Plan will be exercisable
prior to six months after the date of grant. Unless the Compensation and
Benefits Committee provides otherwise, options granted under the Executive Plan
to employees will become exercisable in full on the fifth anniversary from the
date of grant (the "Vesting Date"). The exercise price of an option may not be
less than the fair market value of the Common Stock on the date of grant.
Unless the Compensation and Benefits Committee provides otherwise, the exercise
price for all options granted to employees will initially be set at the fair
market value of the Common Stock on the date of grant and will increase by 5%
on each anniversary of the grant date. Options granted to directors will
become exercisable in installments on a cumulative basis at a rate of 20% each
year beginning on the first anniversary of the grant date; the exercise price
for the options is 127.63% of the fair market value on the date of grant
increasing 5% on each anniversary of the grant date commencing on the sixth
anniversary.
A participant may exercise an option granted under the Executive Plan
during the option period at such time and in such amounts as he or she desires,
and may pay the exercise price in cash or such other consideration (which may
be other Common Stock) as the Committee may determine. Unless otherwise
provided in the option agreement, options are exercisable for a term of ten
years from the date of grant.
If an employee participant is terminated "for cause" (as defined in the
Executive Plan), or resigns prior to the Vesting Date, all outstanding options
shall be forfeited. Termination of a participant "for cause" after the Vesting
Date will also result in termination of the participant's options. If an
employee ceases to be an employee by reason of his retirement at or after age
65, disability (as defined) or death prior to the Vesting Date, a fraction of
the option will vest, equal to the number of months elapsed from date of grant
divided by the number of months from date of grant to the Vesting Date.
If a participant ceases to be an employee or director by reason of death,
any unexercised portion of the participant's options that is or becomes vested
upon his death will be exercisable for one year after such death. During such
one-year period, the participant's personal representative, or the person or
persons to whom the options shall have been transferred by will or by the laws
of descent and distribution, shall have the same rights to exercise the
</PAGE>
<PAGE>
unexercised portion of the options, to the extent so vested, as the participant
would have had if the participant were still an employee or director of the
Company. If an employee resigns or is terminated for any reason other than
death or "for cause" (after the Vesting Date), or if a director resigns or is
not re-elected, any unexercised portion of such person's options that is or
becomes vested upon such termination of employment, resignation or failure to
be re-elected will be exercisable for the three months following such
termination, to the extent so vested. Notwithstanding the foregoing, in no
event will any option be exercisable after its stated expiration date.
The Executive Plan may be amended, terminated or modified by the
Compensation and Benefits Committee at any time, except that it may not amend
the Executive Plan in any of the following respects without approval by a vote
of the stockholders of the Company (other than in the event of changes in the
Company's capitalization), (i) increase the number of shares of Common Stock
for which options may be granted, (ii) reduce the option price at which options
may be granted, (iii) materially increase the benefits accruing to participants
under the Executive Plan or (iv) modify any other terms required by SEC Rule
16(b) or Section 162(m) of the Code to be approved by stockholders. No such
termination, modification or amendment may affect the rights of a participant
under an outstanding option.
Limitations on Awards
Section 162(m) of the Code establishes certain requirements that must be
met for annual executive compensation exceeding $1 million to be deductible by
the employer corporation for federal income tax purposes, including stockholder
approval of certain compensation plan limitations and approval of such
compensation by the corporation's non-employee directors. In order to comply
with the Section 162(m) requirements, the amendments to the Executive Plan now
being presented by the Board of Directors for stockholder approval at the
Annual Meeting provide for a limitation such that the total awards under the
Executive Plan to any participant are limited so that no participant shall
receive any award under the Executive Plan to the extent that the sum of the
number of shares of Common Stock subject to the award and the number of shares
of Common Stock subject to all other prior awards under the Executive Plan
during the [ -year] period ending on the date of the award exceed [ ]
shares of Common Stock. Awards to any participant may be less than [ ]
over the [ -year] period, but may never exceed such amount. In addition,
actual awards to any participant must be determined by those committee members
who are "outside directors" (within the meaning of Section 162(m) of the Code.
Federal Income Tax Consequences
Under present Federal income tax regulations, there will be no Federal
income tax consequences to either the participant or the Company upon the grant
of any option under the Executive Plan.
In general, upon the exercise of an option granted under the Executive
Plan, a participant will recognize ordinary income in an amount equal to the
excess of the fair market value of the Common Stock acquired upon exercise of
the option over the option exercise price. The Company will receive a
corresponding deduction upon such exercise if the Company provides for
appropriate withholding of applicable participant taxes.
Upon a subsequent disposition of the Common Stock purchased on exercise
of an option, the participant's basis in the shares will be the sum of the
option exercise price and the amount of any income recognized upon such
exercise. If the shares purchased on exercise of the option constitute a
capital asset in the hands of the participant, the participant's gain or loss
will be a capital gain or loss, which will be either long-term or short-term,
depending upon the participant's holding period.
Prior Option Grants
Pursuant to the Executive Plan, each director of the Company (other than
Mr. Schwartz) was granted an option to purchase 5,000 shares of Common Stock
and 16 members of senior management were granted options to purchase an
aggregate of 1,001,000 shares of Common Stock, of which options to purchase
[821,000] shares were outstanding at March 1, 1994. This includes options
awarded to Mr. Schwartz and the other Named Executives, as described in the
"Summary Compensation Table" above. In February 1993, each of the four newly
elected directors was granted options to purchase 5,000 shares of Common Stock.
No existing director, in his capacity as a director, is eligible to receive any
further grants under the Executive Plan. On March 17, 1993, Mr. Schwartz was
granted an option to purchase 150,000 shares of Common Stock at an exercise
price of $7.425.
February 1994 Grants
Options to purchase 1,283,500 shares of Common Stock were granted to
officers of the Company effective February 1, 1994, subject to stockholder
approval of the Executive Plan Amendments and termination of their respective
awards under the LICP (see below). The exercise price of these options is
$9.93, which was the "fair market value" of the Common Stock as defined in the
Executive Plan on the grant date. These options expire February 1, 2004.
</PAGE>
<PAGE>
No portion of the award may vest for three years following the date of
grant except in the event of a participant's death, disability or retirement.
After three years have elapsed from the date of grant, all or part of the award
may vest in accordance with the following performance provisions:
One-third of the award will vest if the closing sale price of the
Common Stock equals or exceeds $12 for at least ten consecutive
trading days;
An additional one-third of the award will vest if the closing sale
price of the Common Stock equals or exceeds $15 for at least ten
consecutive trading days; and
The final one-third of the award will vest if the closing sale price
of the Common Stock equals or exceeds $20 for at least ten consecutive
trading days.
Upon a participant's death, disability or retirement, the options will
vest at the greater of 20% for each full year that has elapsed from the date of
grant or the amount already vested due to stock price performance. Upon
certain changes of control, vesting remains tied to the original stock price
performance objectives, but, if a change of control occurs within the first
three years from the date of grant, the three-year vesting restriction is
waived to the extent that the Common Stock trading price would otherwise
trigger performance-based vesting. If no vesting acceleration occurs, the
options vest nine years and nine months from the date of grant.
Terminated Benefit Plan
The following plan was terminated by the Board of Directors on November
17, 1993, subject to the termination of all outstanding awards. If the
amendment to the Executive Plan is approved by stockholders, each LICP
participant will be required to agree to the termination of his or her LICP
award before the February 1994 option award to him or her is effective.
Long-Term Incentive Compensation Program
The LICP was adopted in 1990 and amended in February 1992. The LICP is
an unfunded program pursuant to which participants were to share a percentage
of the aggregate incremental value of the Company's stockholders' equity (on a
</PAGE>
<PAGE>
current value basis) over the five-year period from January 1, 1992 to
December 31, 1996. The amount of the LICP award pool would range from
one-quarter of one percent of the incremental value (if the annual compound
growth over the period exceeded 5%) to 1% of the incremental value (if the
annual compound growth exceeded 20%); there would be no LICP award pool if the
annual compound growth were less than 5%.
The LICP is administered by the Compensation and Benefits Committee. Up
to 9% of the LICP award pool (determined on an annual basis) may be allocated
each year among corporate and regional management (excluding executive
officers). All other allocations under the LICP were to be awarded to officers
and other senior management as a specified percentage of the total award pool,
calculated on the basis of the increase in stockholders' equity over the entire
five-year period. Except for partial awards payable on the retirement, death
or disability of a participant, awards under the LICP are payable only if the
participant is employed by the Company at December 31, 1996. Certain executive
officers, who may be allocated in the aggregate up to 85% of the LICP award
pool, would receive a portion of their awards in cash (equal to the amount of
income tax payable on the award) and the balance in the Company's Common Stock
(the number of shares of Common Stock to be based upon the then market value
per share). The amount of the total LICP award pool and the award payable to
any participant is dependent upon the future increase in stockholders' equity
and each participant's continued employment by the Company.
No LICP awards were granted in 1993.
The Board of Directors recommends a vote FOR the Amendments to the
Executive Plan.
</PAGE>
<PAGE>
No options were granted to the Named Executives in 1993, other than the
option to purchase 150,000 shares of Common Stock awarded to Mr. Schwartz in
March 1993 as part of his 1992 bonus compensation. The following are the
benefits that will be received by the Named Executives indicated below and the
other indicated groups of persons if the Executive Plan Amendments are
approved. No benefits will accrue to Mr. Schwartz, any non-employee director
or any employee who is not an executive officer.
New Plan Benefits under
the Executive Stock Option Plan
Number of
Name and Position Units(1)
------------------- ------------
David A. Smith, Senior Vice President
and Chief Financial Officer 162,000
James G. O'Gara, Senior Vice President 101,500
Thomas W. Gille, Vice President Asset
Management 110,000
Jeffrey K. Gwin, Vice President
Development 68,500
Executive Group 1,283,500
Non-Executive Director Group --
Non-Executive Officer Employee Group --
_______________
(1) Represents new benefits under the Executive Plan Amendments. As of
__________, the price of the Company's Common Stock was __________. Each
option granted has an exercise price of $9.93 (which represents "fair
market value" as defined in the Executive Plan on the date of grant
(February 1, 1994)). Each option vests in installments equal to
one-third of the award when the Common Stock reaches specified closing
sale prices for ten consecutive trading days: 1/3 of the award vests if
the Common Stock trades at or above $12 per share; 1/3 of the award vests
if the Common Stock trades at or above $15 per share; and 1/3 of the
award vests if the Common Stock trades at or above $20 per share. These
options expire February 1, 2004.
The following table presents information concerning the value of all
unexercised options held by each of the Named Executives at December 31, 1993.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last
Fiscal Year and FY-End Option/SAR Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise(#) Realized($)(1) Unexercisable Unexercisable(1)
- ---- ---------------- -------------- ------------- ----------------
<S> <C> <C> <C> <C>
Vernon B. Schwartz -0- -- 183,572/268,000 $0/48,750(2)
David A. Smith -0- -- 54,720/50,000 $0/0
James G. O'Gara -0- -- 4,461/90,000 $0/0
Thomas W. Gille -0- -- 0/50,000 $0/0
Jeffrey K. Gwin -0- -- 3,333/90,000 $0/0
</TABLE>
_______________
(1) Market value of underlying securities at exercise or year-end, minus the
exercise or base price.
(2) Options to acquire 150,000 shares of Common Stock at $7.425 per share
vested on February 22, 1994 pursuant to an agreement between the Company
and Mr. Schwartz dated that date. See "Compensation and Benefits
Committee Report - Agreement with Mr. Schwartz".
</PAGE>
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURNS*
The following is a comparison of the cumulative total stockholder return
on a $100 investment in the Company's Common Stock with the cumulative total
return, including reinvestment of dividends, of a $100 investment in the
Standard & Poor's 500 Composite Stock Index and in a peer group index for the
period from December 4, 1990 (the day the Common Stock commenced trading). The
total return on the Company's Common Stock is measured by dividing the
difference between the Common Stock price at the end and the beginning of the
measurement period by the Common Stock price at the beginning of the
measurement period.
INDEXED MONTHLY STOCKHOLDER RETURN ANALYSIS
(December 4, 1990 to December 31, 1993)
[Insert Performance Graph Here]
S&P 500 Peer
Date Index Company Group
----- ------ ------- ------
12/4/90 100.00 100.00 100.00
5/1/91 118.93 131.25 132.11
10/1/91 121.75 93.75 113.26
2/1/92 128.96 112.50 120.20
7/1/92 134.58 67.50 96.51
11/1/92 137.89 63.75 95.05
4/1/93 142.64 62.50 118.85
8/1/93 151.30 73.75 120.98
12/1/93 154.32 77.50 127.66
Base Date: December 4, 1990. The dates indicated on the chart are for ease of
reference only.
(1) The peer group index includes the following companies: American Real
Estate Partners L.P., The Arlen Corp., Bradley Real Estate Trust SBI,
Catellus Development Corporation, EQK Green Acres, L.P., Forest City
Enterprises, Inc., First Union Real Estate Equity & Mortgage Investments
SBI, Koger Properties, Inc., National Realty, L.P., The Newhall Land and
Farming Company, Presidential Realty Corp. and The Rouse Company.
- ---------------------
* This section of the proxy statement shall not be deemed "filed" with the
Securities and Exchange Commission and is not incorporated by reference
into any filings of the Company pursuant to the Securities Act of 1933
or the Securities Exchange Act of 1934, as amended.
</PAGE>
<PAGE>
THE COMMON STOCK PROPOSAL
Background
The Company entered into a Placement Agreement, dated October 28, 1993
(the "Placement Agreement"), with Morgan Stanley & Co. Incorporated (the
"Placement Agent") under which the Company issued 3,000,000 shares of Series B
Preferred Stock on November 4, 1993 in a private placement. The Series B
Preferred Stock was sold by the Placement Agent to qualified institutional
buyers and other institutional accredited investors. The Series B Preferred
Stock is convertible at the option of the holders thereof at any time after 60
days following the date of initial issuance and prior to [maturity], at an
initial conversion price of $9.80 per share, subject to adjustment from time to
time upon the occurrence of certain events. If all of the Series B Preferred
Shares were converted, 15,306,000 shares of Common Stock would be issued. Net
proceeds from the sale of the Series B Preferred Stock will be used over time
to repay certain of the Company's indebtedness scheduled to mature in 1994 and
through 1997 and for general corporate purposes.
The NYSE Approval Requirement
The Series B Preferred Stock was issued in accordance with Delaware
corporate law and pursuant to the authority conferred upon the Board by the
Company's stockholders in the Company's Restated Certificate of Incorporation,
as amended (the "Charter"). The Board approved the issuance of the Series B
Preferred Stock because the Board believed such issuance would provide the
Company with needed additional capital to fund the Company's business strategy
at a reasonable cost while minimizing the dilutive effect of the issuance of
additional stock on the Company's existing stockholders (as reflected in the
premium represented by the conversion price ($9.80 per share) over the closing
market price ($7.875 per share) on October 28, 1993, the date of the Placement
Agreement).
It is the policy of the NYSE, on which the Company's outstanding Common
Stock is listed for trading, to require stockholder approval of the issuance,
other than in a public offering, of common stock or securities convertible into
Common Stock if such common stock (including Common Stock issuable upon
conversion of such convertible securities) has, or would have upon issuance,
voting power equal to or in excess of 20% of the voting power outstanding
before such issuance. If all of the shares issuable upon conversion of the
Series B Preferred Stock were outstanding on October 28, 1993, and if the
Series A Preferred Stock had not been converted, such shares would represent
approximately 21% of the Common Stock outstanding immediately prior to such
issuance. Giving effect to the prior conversion of all of the Series A
Preferred Stock, which is convertible at $9.06 per share, the shares issuable
upon conversion of the Series B Preferred Stock would represent approximately
17% of the outstanding Common Stock.
The stockholders are being asked to approve the Common Stock Proposal in
response to the policy of the NYSE. The affirmative vote of a majority of the
outstanding shares of Common Stock is required to approve the Proposal. If the
required affirmative vote by the stockholders is not obtained, the Series B
Preferred Stock will remain outstanding in accordance with its terms, including
the right to convert the Series B Preferred Stock into Common Stock.
Because of the importance of maintaining a market for the trading of the
Company's Common Stock on the NYSE, the Board recommends that the stockholders
vote FOR the Common Stock Proposal. Although BAREIA, which owned approximately
46.7% of the shares entitled to vote as of the record date for the Annual
Meeting, has informed the Company that it intends to vote its shares for the
Proposal, if the required stockholder approval were not obtained, the NYSE
could commence delisting proceedings. In such an event, the Company would seek
another exchange or market for the trading of its Common Stock.
Conversion Right
Shares of the Series B Preferred Stock are convertible at any time at the
option of the holder thereof into such number of whole shares of Common Stock
as is equal to the aggregate liquidation preference of the shares of Series B
Preferred Stock surrendered for conversion divided by the conversion price of
$9.80 per share of Common Stock, subject to adjustment as described below.
The initial conversion price of $9.80 per share of Common Stock is
subject to adjustment (under formulae set forth in the Certificate of
Designation for the Series B Preferred Stock) in certain events, including:
(i) the issuance of Common Stock as a dividend or distribution on Common Stock
of the Company; (ii) certain subdivisions and combinations of the Common Stock;
(iii) the issuance to all holders of Common Stock of certain rights or warrants
to purchase Common Stock; (iv) the distribution to all holders of Common Stock
of shares of capital stock of the Company (other than Common Stock) or
evidences of indebtedness of the Company or assets (including securities, but
excluding those rights, warrants, dividends and distributions referred to above
and dividends and distributions in connection with the liquidation, dissolution
or winding up of the Company or paid in cash); (v) distributions consisting of
cash, excluding (x) any quarterly cash dividend on the Common Stock to the
extent that the aggregate cash dividend per share of Common Stock in any
quarter does not exceed the greater of (A) the amount per share of Common Stock
of the next preceding quarterly cash dividend on the Common Stock to the extent
that such preceding quarterly dividend did not require an adjustment of the
conversion price pursuant to this clause (v) (as adjusted to reflect
</PAGE>
<PAGE>
subdivisions or combinations of the Common Stock), and (B) 3.75 percent of the
Current Market Price (as defined in the Certificate of Designation) of the
Common Stock on the Trading Day (as defined in the Certificate of Designation)
immediately prior to the date of declaration of such dividend, and (y) any
dividend or distribution in connection with the liquidation, dissolution or
winding up of the Company; and (vi) payment in respect of a tender or exchange
offer by the Company or any subsidiary of the Company for the Common Stock to
the extent that the cash and value of any other consideration included in such
payment per share of Common Stock exceeds the current market price per share of
Common Stock on the trading day next preceding the date on which the Company
becomes irrevocably obligated to make such payment.
To the extent permitted by law, the Company from time to time may reduce
the conversion price by any amount for any period of at least 20 days, if the
Board has made a determination that such reduction would be in the best
interests of the Company, which determination shall be conclusive. In the
event of certain extraordinary corporation transactions, a holder may receive
significantly different consideration upon conversion.
</PAGE>
<PAGE>
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "Commission") and the Exchange. These persons are required by
regulation of the Commission to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during the fiscal year
ended December 31, 1993, except as described in the next sentence, the
Company's officers, directors and greater than ten percent beneficial owners
complied with all applicable Section 16(a) filing requirements. Mr. O'Gara
failed to timely file a Form _ to report the sale of all of his shares of
Common Stock.
CERTAIN TRANSACTIONS
Prior to the Distribution, the Company and SFP and its affiliates had
from time to time entered into intercompany transactions and agreements
incident to their respective businesses. Substantially all such intercompany
transactions were terminated in December 1989 upon the sale of Common Stock to
BAREIA. The Company entered into several other agreements with SFP or its
affiliates described below at the time of the sale of Common Stock to BAREIA.
The Company's management believes that such transactions, as well as the other
transactions described below, are on terms at least as favorable to the Company
as it could obtain from third parties.
Transactions with SFP and its Affiliates
SFP Lease. Pursuant to a lease entered into in October 1988, and amended
on February 11, 1994, SFP leases approximately 250,000 feet of office space in
Chicago from the Company for an annual rental of approximately $6 million. The
lease expires in September 1998 but SFP has the right to terminate the lease
after April 1, 1995. SFP's rental obligation is reduced to the extent that the
space is sublet to third parties.
</PAGE>
<PAGE>
Property Management Agreement. In November 1989, the Company entered
into a Management Agreement with ATSF pursuant to which the Company agreed to
act as exclusive management and selling agent for ATSF's non-operating railroad
property located in Arizona, California, Colorado, Illinois, Iowa, Kansas,
Louisiana, Missouri, Nebraska, New Mexico, Oklahoma and Texas. The Management
Agreement, which was amended and restated in December 1990, continues in effect
until December 31, 1994, subject to termination upon 180 days' notice. ATSF
has agreed to pay certain management fees and sales commissions to the Company
with respect to the managed properties and fees for consulting services. The
Company earned $4.8 million in 1993 for fees and commissions under the
Management Agreement.
Exploration Agreement with Santa Fe Pacific Minerals Corporation. The
Company entered into an Exploration Agreement and Option to Lease (the
"Exploration Agreement") with Santa Fe Pacific Minerals Corporation ("SPF
Minerals"), a wholly-owned subsidiary of SFP, pursuant to which the Company
granted to SFP Minerals the exclusive use of any and all rights the Company may
have to conduct all activities relating to the discovery and evaluation of
minerals on the Company's mountain and desert property in Utah and Nevada and
certain desert property in California (the "Subject Lands"). The Company has
the right to terminate the Exploration Agreement as to any Subject Lands at the
time it sells or exchanges such land, subject to SFP Minerals' right of first
refusal to purchase any Subject Lands on the same terms and conditions as are
contained in a third party offer. SFP Minerals is obligated to spend one
dollar per acre per year on exploration activities on the Subject Lands. The
Company also granted to SFP Minerals an exclusive continuing option to acquire
mining leases as to all or any portions of the Subject Lands. These leases can
be acquired on SFP Minerals' own behalf or on behalf of an unaffiliated third
party, provided that SFP Minerals remains fully liable to the Company for all
obligations under the leases. The Exploration Agreement and Option to Lease
continues through December 31, 2014. No payments were made to the Company by
SFP Minerals under the Exploration Agreement in 1993.
Transaction with Affiliate of BAREIA
In 1989, the Company entered into a joint venture with an affiliate of
the general partner of BAREIA to own, develop and operate a 387-unit apartment
complex in San Diego, California. Prior to the formation of the joint venture,
the Company sold a 50% undivided interest in a parcel of land to the affiliate.
Both parties subsequently contributed their respective 50% interests in this
parcel of land to the joint venture for 50% equity interests in the joint
venture. An affiliate of the general partner has been hired to perform leasing
and property management services for the apartment complex. The total paid for
leasing and property management services for 1993 was $61,000 and $134,000,
respectively.
In addition, an affiliate of the general partner of BAREIA functioned as
a broker to place the Company's property and earthquake insurance for 1993 and
was paid commissions of approximately $89,000 in 1993 for its services.
</PAGE>
<PAGE>
FINANCIAL AND OTHER INFORMATION
The Company's Annual Report for the fiscal year ended December 31, 1993,
including financial statements, is being sent to stockholders of record as of
the close of business on April 29, 1994 together with this Proxy Statement.
The Company will furnish, without charge, a copy of its Annual Report on Form
10-K for the fiscal year ended December 31, 1993 as filed with the Commission
to any stockholder who submits a written request to the Vice President
Corporate Communications, at the Company's offices, 201 Mission Street, San
Francisco, California 94105.
INDEPENDENT PUBLIC ACCOUNTANTS
Price Waterhouse, the Company's independent public accountants, has
examined the Company's financial statements for the fiscal year ended December
31, 1993. The Company expects representatives of Price Waterhouse to be
present at the Annual Meeting and to be available to respond to appropriate
questions from stockholders. The Price Waterhouse representatives will be
given an opportunity to make a statement if they desire.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1995 Annual
Meeting of Stockholders must be received by the Company at its principal
executive offices not later than January 2, 1995 for inclusion in the Company's
proxy statement and form of proxy relating to the meeting.
OTHER MATTERS
The Board of Directors knows of no matters to be presented for action by
the stockholders at the Annual Meeting other than those described in this Proxy
Statement. If any other matter is properly brought before the meeting and may
be properly acted upon, the persons named in the accompanying form of proxy
will be authorized by such proxy to vote the proxies thereon in accordance with
their best judgment.
</PAGE>
<PAGE>
X Please mark your
votes as in this
example.
The shares represented hereby will be voted in accordance with the
directions given by the stockholder. If not otherwise directed, the shares
represented by this proxy will be voted FOR the matters described below.
<TABLE>
<CAPTION>
FOR WITHHELD Nominees: FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C>
1. Election Joseph F. Alibrandi, 2. Approval and
of Darla Totusek adoption of amend-
Directors Flanagan, Gary M. ments to the
Goodman, Robert D. Catellus Develop-
Krebs, Judd D. ment Corporation
Malkin, John E. (the "Company")
Neal, Joseph R. Amended and
Seiger, Jacqueline Restated Execu-
R. Slater, tive Stock Option
Tom C. Stickel, Plan. The Board
John E. Zuccotti of Directors
recommends a vote
FOR the amendment.
</TABLE>
For, except vote withheld from the 3. Approval and
following nominee(s): adoption of an
amendment for
issuance of Common
Stock upon
- ----------------------------------- conversion of the
Company's $3.625
Series B Cumulative
Convertible Exchange-
able Preferred Stock.
The Board recommends
a vote for the
amendment.
The undersigned hereby acknowledges receipt
of the accompanying Notice of Meeting and
Proxy Statement and hereby revokes any proxy
or proxies heretofore given.
Please sign exactly as name(s) appear hereon.
Joint owners should each sign. When signing
as attorney, administrator, trustee or
guardian, please give full title as such.
---------------------------------------------
---------------------------------------------
SIGNATURE(S) DATED
