<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (As permitted by Rule
14A-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
CROWN AMERICAN REALTY TRUST
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------
(5) Total fee paid:
------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------
(3) Filing Party:
--------------------------------------------------
(4) Date Filed:
----------------------------------------------------
[ X ] No fee required
<PAGE> 2
CROWN AMERICAN REALTY TRUST
PASQUERILLA PLAZA
JOHNSTOWN, PENNSYLVANIA 15901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS--APRIL 30, 1997
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Crown American Realty Trust (the
"Company") will be held at the Holiday Inn, 250 Market Street, Johnstown,
Pennsylvania on Wednesday, April 30, 1997 at 10:00 a.m. (local time), for the
purpose of considering and acting upon the following:
(1) The election of two persons to serve as Trustees for a three year
term expiring at the Annual Meeting of Shareholders in 2000; and
(2) Such other business as may properly come before the Annual Meeting
or any adjournment thereof.
The Board of Trustees has fixed the close of business on March 17, 1997 as
the record date for the determination of shareholders entitled to receive notice
of and to vote at the meeting, or any adjournments thereof, and only
shareholders of record on such date are entitled to receive notice of and to
vote at said meeting.
You will find enclosed a proxy card which must be completed and returned in
order to vote all Common Shares of Beneficial Interest which you hold. The
Company's 1996 Annual Report to Shareholders is also enclosed.
By Order of the Board of Trustees,
Ronald P. Rusinak
Vice President, General
Counsel and Secretary
Johnstown, Pennsylvania
March 31, 1997
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES
MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. YOU ARE CORDIALLY INVITED TO ATTEND
THE MEETING IN PERSON. THE GIVING OF YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
<PAGE> 3
CROWN AMERICAN REALTY TRUST
PASQUERILLA PLAZA
JOHNSTOWN, PENNSYLVANIA 15901
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 30, 1997
GENERAL
This Proxy Statement is furnished to shareholders in connection with the
solicitation by the Board of Trustees of Crown American Realty Trust (the
"Company") of proxies in the accompanying form for use at the Annual Meeting of
Shareholders of the Company (the "Annual Meeting") to be held at 10:00 a.m.
(local time) on April 30, 1997 at the Holiday Inn, 250 Market Street, Johnstown,
Pennsylvania or at any adjournment thereof. If a proxy in the accompanying form
is duly executed and returned to the Company, the shares represented will be
voted at the Annual Meeting and, where a choice is specified, will be voted in
accordance with the specification made. Any shareholder who gives a proxy has
the power to revoke it at any time before it is exercised by notice to the
Secretary. A later-dated proxy will revoke an earlier proxy, and shareholders
who attend the Annual Meeting may, if they wish, vote in person even though they
have submitted a proxy, in which event the proxy will be deemed to have been
revoked.
As of the close of business on March 17, 1997, the Company had outstanding
27,631,195 Common Shares of Beneficial Interest ("Common Shares"). This proxy
statement and the proxy in the accompanying form are being mailed on or about
March 31, 1997 to shareholders of record as of the close of business on March
17, 1997.
The Annual Report to Shareholders for the fiscal year ended December 31,
1996, which includes consolidated financial statements, is enclosed with this
Proxy Statement.
VOTING
Shareholders of record as of the close of business on March 17, 1997 (the
"Record Date") have the right to receive notice of and to vote at the Annual
Meeting. The presence in person or by proxy of shareholders entitled to cast a
majority of all the votes entitled to be cast at such meeting shall constitute a
quorum. Each share may be voted for as many individuals as there are Trustees to
be elected and for whose election the share is entitled to be voted. A plurality
of all the votes cast shall be sufficient to elect a Trustee. A majority of the
votes cast shall be sufficient to approve any other matter which may come before
the meeting unless more than a majority of the votes cast is required by statute
or by the Company's Declaration of Trust.
BENEFICIAL OWNERSHIP OF CAPITAL STOCK
Under the proxy rules of the Securities and Exchange Commission (the
"SEC"), a person who directly or indirectly has or shares voting power and/or
investment power with respect to a security is considered a beneficial owner of
the security. Voting power includes the power to vote or direct the voting of
shares, and investment power includes the power to dispose of or direct the
disposition of shares. Shares as to which voting power and/or investment power
may be acquired within 60 days are also considered as beneficially owned under
the proxy rules.
MANAGEMENT
The Company conducts all of its business activities through Crown American
Properties, L.P., a Delaware limited partnership (the "Operating Partnership"),
and Crown American Financing Partnership, a Delaware general partnership (the
"Financing Partnership"). The Company does not have any employees
1
<PAGE> 4
other than its officers. For purposes of this Proxy Statement, employees and
officers of the Operating Partnership are treated as employees of the Company.
The Trustees, chief executive officer, four other most highly compensated
executive officers who were serving as executive officers as of December 31,
1996, and all Trustees and executive officers of the Company as a group
beneficially owned as of the Record Date the number of Common Shares set forth
in the table below. The information on beneficial ownership in the table and
related footnotes is based upon data furnished to the Company by, or on behalf
of, the persons referred to in the table. Unless otherwise indicated in the
footnotes to the table, each Trustee and executive officer has sole voting power
and sole dispositive power with respect to the shares shown.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME OWNERSHIP OF CLASS
------------------------------------------------ ----------------- --------
<S> <C> <C>
Frank J. Pasquerilla 2,616,338(1) 9.34%
Mark E. Pasquerilla 72,749(2) *
Clifford A. Barton 10,268(3) *
Donald F. Mazziotti 3,500(3)(4) *
Margaret T. Monaco 5,500(3) *
Zachary L. Solomon 10,000(3) *
Nicholas O. Antonazzo 11,230(5) *
John M. Kriak 17,441(6) *
Thomas Stephenson 3,498(7) *
All Trustees and executive officers as a group
(9 persons) 2,750,524(8) 9.83%
</TABLE>
- ---------
* Less than 1%
(1) Includes 608,425 Common Shares held of record by Frank J. Pasquerilla,
194,153 Common Shares held of record by Mr. Pasquerilla's wife, 1,790 Common
Shares allocated under the Crown American Properties, L.P. Key Executive
Plan and 4,366 Common Shares allocated under the Crown American Associates
Key Executive Plan. Also includes 1,807,604 Common Shares reported as
beneficially owned by Crown Investments Trust ("Crown Investments"), a
Delaware business trust the entire beneficial interest of which is owned by
Crown Delaware Holding Corporation, a Delaware corporation ("Crown
Delaware"). All the outstanding capital stock of Crown Delaware is owned by
Crown Holding Company, a Pennsylvania corporation ("Crown Holding"). All of
the voting common stock of Crown Holding is owned by Frank J. Pasquerilla or
members of his immediate family. The percent of class was determined by
dividing the number of Common Shares beneficially owned by the number of
Common Shares outstanding, treating the Common Shares which may be acquired
by Crown Investments as outstanding (see footnote 1 to the table under the
caption "Other Beneficial Owners").
(2) Includes 4,975 Common Shares held of record by Mark E. Pasquerilla
individually and 66,933 Common Shares held of record by Marenrico
Partnership, a general partnership consisting of Mark E. Pasquerilla and
Leah Pasquerilla, his sister, as to which Common Shares he shares voting and
dispositive power. Also includes 841 Common Shares allocated under the Crown
American Properties, L.P. Key Executive Plan. Does not include 1,807,604
Common Shares reported as beneficially owned by Crown Investments. Such
shares are included in the reported holdings of Frank J. Pasquerilla, who is
the father of Mark E. Pasquerilla.
(3) Includes 2,500 shares which may be acquired upon the exercise of outstanding
stock options. Options to acquire 500 Common Shares were granted on each of
August 17, 1993, December 31, 1993, December 31, 1994, December 31, 1995 and
December 31, 1996, which options are currently exercisable. The percent of
class was determined by dividing the number of shares owned by the number of
shares outstanding, in each case treating the shares which may be acquired
upon exercise of outstanding stock options as outstanding as required by
Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.
2
<PAGE> 5
(4) Includes 1,000 shares held by Delta Development Group, Inc., a Pennsylvania
corporation in which Mr. Mazziotti holds a 50% interest, with respect to
which Mr. Mazziotti shares voting and dispositive power.
(5) Includes 1,542 Common Shares held jointly by Mr. Antonazzo and his wife,
with whom he shares voting and dispositive power. Also includes 9,688 Common
Shares allocated under the Crown American Properties, L.P. Key Executive
Plan.
(6) Includes 1,441 Common Shares allocated under the Crown American Properties,
L.P. Key Executive Plan.
(7) Includes 2,394 Common Shares held by Mr. Stephenson and his wife as trustees
for a family trust. Mr. Stephenson and his wife share voting and dispositive
power. Also includes 1,104 Common Shares allocated under the Crown American
Properties, L.P. Key Executive Plan.
(8) Includes 1,807,604 Common Shares reported as beneficially owned by Crown
Investments which are included in the reported holdings of Frank J.
Pasquerilla. Also includes 10,000 shares which may be acquired upon the
exercise of outstanding stock options as described above. The percent of
class was determined by dividing the number of Common Shares beneficially
owned by the number of Common Shares outstanding, treating as outstanding
the Common Shares which may be acquired by Crown Investments (see footnote 1
to the table under the caption "Other Beneficial Owners") or by trustees
upon exercise of outstanding stock options.
OTHER BENEFICIAL OWNERS
The following table sets forth information with respect to each shareholder
known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Shares as of the Record Date:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------------------------------------ ----------------- --------
<S> <C> <C>
Crown Investments Trust 1,807,604(1) 6.46%
Pasquerilla Plaza
Johnstown, PA 15901
The Prudential Insurance 1,557,083(2) 5.66%
Company of America
Prudential Plaza
Newark, NJ 07102-3777
</TABLE>
- ---------
(1) Includes 1,450,050 Common Shares (or 5.18% of the outstanding shares)
currently held by Crown Investments and 357,554 Common Shares that Crown
Investments has the right to acquire. Crown Investments presently owns
9,438,959 partnership units in the Operating Partnership. Pursuant to the
Operating Partnership's partnership agreement, Crown Investments has the
right to require the Operating Partnership to redeem part or all of Crown
Investments' partnership units for a price equal to the equivalent value of
the Common Shares (on a one-for-one basis). The obligation to redeem Crown
Investments' partnership units may be assumed by the Company and such
redemption can then be made for, at the Company's election, either Common
Shares (on a one-for-one basis) or the cash equivalent thereof, provided
that the Company may not pay for such redemption with Common Shares to the
extent that it would result in Crown Investments beneficially or
constructively owning more than 9.8% of the outstanding Common Shares.
Conversely, Crown Investments may require the Company to assume the
obligation to pay for such redemption with Common Shares to the extent that
Crown Investments owns less than 9.8% of the outstanding Common Shares. The
redemption right may be exercised by Crown Investments from time to time
(although only once during any calendar year), in whole or in part, subject
to the limitations that (i) the redemption right may not be exercised prior
to the third anniversary of the consummation of the initial public offering
of the Common Shares (except that Crown Investments may require the Company
to redeem a portion of its partnership interest prior to such third
anniversary in exchange for Common Shares but only to the extent that Crown
Investments owns beneficially or
3
<PAGE> 6
constructively less than 9.8% of the Company's outstanding Common Shares)
and (ii) in any calendar year the redemption right may be exercised only
with respect to 20% of (a) the partnership units in the Operating
Partnership held by Crown Investments immediately after the initial public
offering of the Common Shares plus (b) the partnership units, if any, issued
to Crown Investments in connection with the acquisition of certain
properties from Crown Investments. For purposes of the 9.8% ownership
limitation, Crown Investments is deemed to own Common Shares held by certain
affiliates and related parties; as of December 31, 1996, Crown Investments
believes it would be deemed to own 680,333 additional Common Shares for
these purposes. Crown Investments has sole voting power and sole investment
power over all Common Shares owned by it. The percent of class was
determined by dividing the number of Common Shares beneficially owned by the
number of Common Shares outstanding, treating the Common Shares which may be
acquired by Crown Investments as outstanding.
(2) According to Schedule 13G dated February 6, 1997, The Prudential Insurance
Company of America ("Prudential") holds such Common Shares for the benefit
of its clients by its separate accounts, externally managed accounts,
registered investment companies, subsidiaries and/or other affiliates. As
such, Prudential may have direct or indirect voting and/or investment
discretion over the shares.
ELECTION OF TRUSTEES
NOMINEES
Two trustees will be elected at the Annual Meeting to serve until the
annual meeting of shareholders in 2000 and until their successors are duly
elected and qualified. The Board of Trustees has approved the nominations of
Frank J. Pasquerilla and Zachary L. Solomon and recommends a vote for their
election. Each of the nominees has consented to be named as a nominee and to
serve if elected.
Unless authority to so vote is withheld, it is intended that the proxies
solicited by the Board of Trustees will be voted FOR the election of the two
nominees. In the event that at the date of the Annual Meeting either of the
nominees should for any reason not be available for election, the proxies
solicited by the Board will be voted for the election of the other nominee and
such substitute nominee as shall be designated by the Board.
The Board of Trustees established a Nominating Committee in September 1993
consisting of Frank J. Pasquerilla, Mark E. Pasquerilla and Donald F. Mazziotti.
Such committee, however, did not meet in 1996; instead, the entire Board of
Trustees voted to approve the nominations of Messrs. Pasquerilla and Solomon.
The Company's Bylaws provide that nominations for the election of Trustees
at a meeting of shareholders may be made only by the Board or a shareholder of
record entitled to vote in the election of the Trustees to be elected; provided,
however, that a nomination may only be made by a shareholder of record at a
meeting of shareholders if written notice that the nomination is to be made is
received by the Secretary of the Company prior to the meeting. Generally, in the
case of an annual meeting, the written notice must be received not less than 60
days nor more than 90 days prior to the anniversary date of the immediately
preceding annual meeting and must contain certain information with respect to
the nominee as set forth in the Bylaws. Information with respect to the
nominating procedure may be obtained by a shareholder from the Secretary of the
Company. No written notice that a nomination would be made by a shareholder at
the Annual Meeting was received by the Company.
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<PAGE> 7
Information about the nominees, each of whom is presently a member of the
Board of Trustees, and about the other Trustees whose terms of office will
continue after the Annual Meeting is set forth in the table below.
<TABLE>
<CAPTION>
TRUSTEE PRINCIPAL OCCUPATION OR
NAME SINCE EMPLOYMENT, DIRECTORSHIPS; AGE
- ------------------------- ------- ---------------------------------------------------------
<S> <C> <C>
Nominees for a term expiring in 2000:
Frank J. Pasquerilla 1993 Chairman and Chief Executive Officer of the Company since
August 1993; Chairman and Chief Executive Officer of
Crown Holding Company and various of its subsidiaries
(Crown Holding Company is a holding company for various
Pasquerilla family interests including the entity
formerly known as Crown American Corporation), Crown
American Properties, L.P., Crown American Financing
Partnership and Crown Delaware Holding Company since
prior to 1992; Director of USBANCORP, Inc.; Age 70
Zachary L. Solomon 1993 President and Chief Executive Officer of Associated
Merchandising Corporation (private label developer and
sourcer) since prior to 1992; Director of Brooklyn
College; Age 62
Continuing Trustees with a term expiring in 1998:
John M. Kriak 1995 Executive Vice President and Chief Financial Officer of
the Company since May 1995 and Executive Vice President
of Crown Holding Company and various of its subsidiaries
since May 1993; Chief Operating Officer of Crown American
Associates from May 1993 to May 1995; Vice President,
Secretary, Treasurer and Chief Financial Officer of The
Penn Traffic Company (supermarkets, general merchandise
and food processing) from prior to 1992 to May 1993;
Advisory Board Member of U.S. Bank; Age 49
Donald F. Mazziotti 1993 Chairman of Delta Development Group, Inc. (government
relations, economic planning and management consulting)
since December 1994; President of Delta Development
Group, Inc. from prior to 1992 to 1994; Age 51
Continuing Trustees with a term expiring in 1999:
Mark E. Pasquerilla 1993 President of the Company since August 1993; President of
Crown Holding Company and various of its subsidiaries
since prior to 1992; Age 37
Clifford A. Barton 1993 Retired since January 1994; Chairman, President and Chief
Executive Officer of USBANCORP, Inc. (bank holding
company) from prior to 1992 to January 1994; Director of
USBANCORP, Inc., U.S. National Bank of Johnstown, Three
Rivers Bank & Trust Co., Community BANCORP, Inc. Community
Savings Bank and USBANCORP Trust Co.; Age 68
Margaret T. Monaco 1993 President of Probus Advisors (management and financial
consulting) since July 1993; Vice President and Treasurer
of The Limited, Inc. (specialty clothing retailer) from
prior to 1992 to June 1993; Director of Pipeliner
Systems, Inc., Cooker Restaurant Corp. and Barnes &
Noble, Inc.; Age 49
</TABLE>
5
<PAGE> 8
VOTE REQUIRED
Only affirmative votes are counted in the election of Trustees. The two
nominees for election as Trustees at the Annual Meeting who receive the highest
number of votes cast for the election of Trustees by the holders of the
Company's Common Shares present in person or voting by proxy, a quorum being
present, will be elected as Trustees.
COMMITTEES OF BOARD OF TRUSTEES
The principal committees of the Board of Trustees are the Executive
Committee, the Audit Committee and the Compensation Committee.
The members of the Executive Committee are Frank J. Pasquerilla, Mark E.
Pasquerilla and John M. Kriak. The Executive Committee is authorized to exercise
all the powers of the Board of Trustees in the conduct of the business of the
Company during the time when the Board of Trustees is not in session, except
that the Executive Committee cannot declare dividends or other distributions,
elect Trustees, issue shares of the Company, recommend action to the
shareholders, amend the Bylaws or approve any merger or share exchange which
does not require shareholder approval. The Executive Committee did not meet in
1996 because such committee and management of the Company favor participation by
all Trustees whenever possible.
The Audit Committee consists of Mr. Barton, Mr. Solomon and Ms. Monaco. The
responsibilities of the Audit Committee include, but are not limited to, making
recommendations concerning the engagement of independent public accountants,
reviewing with the independent public accountants the plans and results of the
audit engagement, approving professional services provided by the independent
public accountants, reviewing the independence of the independent public
accountants, considering the range of audit and non-audit fees and reviewing the
adequacy of the Company's internal accounting controls. The Audit Committee held
two meetings in 1996.
The Compensation Committee currently consists of Ms. Monaco and Messrs.
Barton and Solomon. Mr. Mazziotti had also been a member prior to the Board of
Trustees' annual meeting in April, 1996. The Compensation Committee consists
only of independent Trustees and its responsibilities include determining
compensation of the Company's executive officers and administering the Company's
option plans, the Key Executive Bonus Plan and the Retirement Savings Plan. The
Compensation Committee held five meetings in 1996.
The Board of Trustees met four times in 1996 and also held two special
meetings. All of the Trustees attended at least 75% of the aggregate of all
meetings of the Board of Trustees and the committees on which they served during
1996.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The present members of the Compensation Committee were the members of the
Compensation Committee during 1996, except for Mr. Mazziotti, who is no longer a
member but was so for a portion of 1996. See "Committees of Board of Trustees"
above. An entity of which Mr. Mazziotti is a principal and part-owner received
fees for consulting services from the Company in 1996. See "Certain
Relationships and Related Transactions--Payments to Delta Development Group,
Inc." below.
COMPENSATION OF TRUSTEES
Trustees who are employees of the Company do not receive a retainer or fees
for attending meetings of the Board of Trustees or meetings of Committees of the
Board. Trustees who are not employees of the Company receive an annual fee of
$18,000, a meeting fee of $1,000 for each Board or Committee meeting attended
and reimbursement of expenses incurred in attending meetings. Trustees do not
receive compensation for meetings by means of conference telephone or similar
communications equipment.
Prior to the initial public offering of the Common Shares of the Company
(the "Public Offering"), the shareholders of the Company approved the 1993 Crown
American Realty Trustees' Option Plan (the
6
<PAGE> 9
"Trustees' Plan"). Pursuant to the Trustees' Plan, each non-employee Trustee of
the Company automatically receives an annual grant of options to purchase 500
Common Shares having an exercise price equal to 100% of the fair market value of
the Shares at the date of grant of such option. Accordingly, on December 31,
1996 each of the non-employee Trustees listed above was granted options to
purchase 500 Common Shares at an exercise price of $7.50 per share. It is the
Company's current policy to grant to each new non-employee Trustee, upon joining
the Board of Trustees, an initial grant of options to purchase 500 Shares having
an exercise price equal to 100% of the fair market value of the Shares as of
such date. To date, all options granted to Trustees have been exercisable
immediately upon grant, but none has been so exercised as of the date hereof. As
of the Record Date, the price of a Common Share was $7.75.
The terms of each option are contained in an Option Agreement, signed by
the optionee, that includes such terms and conditions, consistent with the
Trustees' Plan and Rule 16b-3 ("Rule 16b-3") under Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as the Compensation
Committee determines necessary or advisable. Currently, the Option Agreements
provide that options are fully exercisable as of the date of the grant and
terminate five years thereafter.
The Board of Trustees may amend, suspend or terminate the Trustees' Plan at
any time, in its sole discretion; provided, however, that the Board of Trustees
may not amend the Trustees' Plan without approval of the shareholders of the
Company if such approval is required by Rule 16b-3.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's Trustees,
executive officers and persons who own more than ten percent of a registered
class of the Company's equity securities to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Shares and other equity
securities of the Company. Officers, Trustees and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms which they file.
The Company believes that all such filing requirements applicable to its
officers and Trustees were complied with in 1996 except for the following: (i)
late filing by Terry Stevens, an officer of the Company, in June 1996 reporting
a purchase of 13 shares pursuant to the Company's dividend reinvestment plan
that occurred in March 1996; (ii) late filing by George Lulos, an officer of the
Company, on August 30, 1997 reporting the beneficial ownership of 22 shares on a
Form 3 that was due on August 17, 1996; (iii) late filing by Thomas Stephenson,
an officer of the Company, in August 1996 reporting a purchase of an aggregate
of 114 shares pursuant to the Company's dividend reinvestment plan that occurred
in March and June 1996; and (iv) late filing by Mark Parseghian, an officer of
the Company, in January 1997 reporting a purchase of an aggregate of 17 shares
in November and December 1996.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Company for 1996 of
the Chief Executive Officer of the Company and those persons who were, as of
December 31, 1996, the other four most highly compensated executive officers of
the Company.
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -------------
------------------------------ STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) (SHARES)(2) COMPENSATION(3)
- -------------------------------------------- -------- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
FRANK J. PASQUERILLA 1996 $450,000 $ 0 $11,536
Chairman of the Board of Trustees 1995 450,000 0 12,120
and Chief Executive Officer 1994 450,000 45,000 12,085
MARK E. PASQUERILLA 1996 243,360 0 6,615
Trustee and President 1995 243,360 0 6,871
1994 232,875 35,100 6,135
JOHN M. KRIAK(4) 1996 192,000 0 120,000
Trustee, Executive Vice President 1995 127,167 0 120,000(7) 5,944
and Chief Financial Officer
NICHOLAS O. ANTONAZZO(5) 1996 192,409 0 120,000 27,916
Executive Vice President 1995 192,409 0 20,000(7) 10,287
of Real Estate 1994 178,148 30,000 100,000(7) 9,757
THOMAS STEPHENSON(6) 1996 192,700 0 120,000 8,489
Executive Vice President 1995 192,700 0 0 8,945
of Asset Management 1994 131,042 27,750 120,000(7) 0
</TABLE>
- ---------
(1) Bonus awards established under the Company's Key Executive Capital Incentive
Plan were not paid in 1996, 1995 or 1994. The above bonus figures reflect
cash bonuses paid in recognition of the successful completion of a
significant business transaction during fiscal year 1994.
(2) Neither Frank J. Pasquerilla nor Mark E. Pasquerilla currently participates
in the Crown American Realty Option Plan.
(3) The amount shown represents the Company's contribution to its Retirement
Savings Plan on behalf of the named executive, except that the 1996 amount
listed for Mr. Antonazzo includes $18,000 of deferred compensation.
(4) Mr. Kriak became the Executive Vice President and Chief Financial Officer of
the Company on May 3, 1995. On an annualized basis for 1995, Mr. Kriak's
salary was $192,000.
(5) Mr. Antonazzo has been an Executive Vice President of the Company since
prior to 1991.
(6) Mr. Stephenson was hired in April 1994. On an annualized basis for 1994, his
salary was $185,000. From prior to 1992 until joining the Company Mr.
Stephenson was Senior Vice President of Operations for the Hahn Co., a
shopping center developer.
(7) These options were canceled on January 3, 1996. See "10-Year Option
Repricings" table and "Report of the Compensation Committee of the Board of
Trustees" below.
OPTION GRANTS TABLE
The following table sets forth as to three of the persons named in the
Summary Compensation Table information with respect to stock options granted
during 1996 under the 1993 Crown American Realty Option
8
<PAGE> 11
Plan (the "Option Plan"). Neither Frank J. Pasquerilla, Chairman and Chief
Executive Officer, nor Mark E. Pasquerilla, President, currently participates in
the Option Plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF EXERCISE
SECURITIES PERCENT OF TOTAL OR
UNDERLYING OPTIONS GRANTED BASE GRANT DATE
OPTIONS TO EMPLOYEES PRICE EXPIRATION PRESENT
NAME AND PRINCIPAL POSITION GRANTED(1) IN FISCAL YEAR PER SHARE DATE(2) VALUE(3)
- ---------------------------------------- ----------- ---------------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
JOHN M. KRIAK 120,000 11.30% $8.00 1/3/07 $64,800
Executive Vice President and Chief
Financial Officer
NICHOLAS O. ANTONAZZO 120,000 11.30% $8.00 1/3/07 $64,800
Executive Vice President of Real Estate
THOMAS STEPHENSON 120,000 11.30% $8.00 1/3/07 $64,800
Executive Vice President of Asset
Management
</TABLE>
- ---------
(1) The above option grants were made on January 3, 1996. The options granted
under the Option Plan are exercisable to the extent of 20% of the aggregate
shares subject to the option on each of the second, third, fourth, fifth and
sixth anniversaries of the date of the option grant. As noted in the table
below, these options were granted in place of certain options that were
canceled on January 3, 1996.
(2) Options granted under the Option Plan shall terminate and become null and
void if they are not exercised within five years of becoming vested.
Consequently under the vesting schedule described in footnote (1), 20% of
the option grant would expire on the grant date of each of the following
years: 2003, 2004, 2005, 2006 and 2007.
(3) Based on the Black-Scholes option pricing model adopted for use in valuing
executive stock options. The actual value, if any, an executive may realize
will depend on the excess of the stock price at the time of exercise over
the exercise price on the date the option is exercised. There is no
assurance the value realized by an executive will be at or near the value
estimated by the Black-Scholes model. The estimated values under that model
were calculated based on the following assumptions:
<TABLE>
<S> <C>
(a) Grant Price: $8.00
(b) Exercise date: On the date of expiration
(c) Risk-Free Interest Rate: 6.55%
(d) Volatility: 23.00%
</TABLE>
OPTION EXERCISES IN 1996 AND 1996 YEAR-END VALUES
The following table sets forth as to three of the persons named in the
Summary Compensation Table information with respect to (i) the stock options
exercised during 1996, (ii) the net value realized upon such exercises, (iii)
the number of shares covered by unexercised stock options held at December 31,
1996 and (iv) the value of such unexercised options at December 31, 1996.
Neither Frank J. Pasquerilla, Chairman and Chief Executive Officer, nor Mark E.
Pasquerilla, President, currently participates in the Option Plan.
9
<PAGE> 12
AGGREGATED OPTION EXERCISES IN 1996 AND DECEMBER 31, 1996 OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT DECEMBER 31,
DECEMBER 31, 1996 1996(1):
SHARES ----------------- --------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME AND PRINCIPAL POSITION EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- --------------------------------- ----------- -------- ----------------- --------------
<S> <C> <C> <C> <C>
JOHN M. KRIAK 0 $0 0/120,000 $ 0/$0
Executive Vice President, Chief
Executive Officer and Trustee
NICHOLAS O. ANTONAZZO 0 $0 0/120,000 $ 0/$0
Executive Vice President of
Real Estate
THOMAS STEPHENSON 0 $0 0/120,000 $ 0/$0
Executive Vice President of
Asset Management
</TABLE>
- ---------
(1) On January 3, 1996, the options granted to executives prior to October 31,
1995 were canceled by the Company. New options were issued at the closing
price on January 3, 1996 to assure that the Option Plan remains a viable
incentive to drive performance of the management team.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement in whole or in part, the following report and the
Stock Performance Graph on Page 13 shall not be incorporated by reference into
any such filings.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES
The Compensation Committee of the Board of Trustees of Crown American
Realty Trust (the "Company") is responsible for setting and administering the
Company's executive compensation programs. The philosophy of the Company is to
ensure that executive compensation is designed to provide competitive levels of
compensation that are consistent with the Company's annual and long term
business performance goals. The Compensation Committee has based its
compensation policy for its executive officers on a variety of factors,
including job responsibility, salaries paid to executive officers of other REITs
similar to the Company and job experience and performance of such officers.
The Company's compensation program is designed to enhance the Company's
ability to attract and retain highly qualified individuals while providing
financial motivation necessary to achieve targeted Company performance.
BASE SALARY
The Base Salary program is designed to provide salary opportunities which
are competitive with a community of competitor companies, as well as to reward
individual contributions through performance driven salary growth. In the first
quarter of 1996, the Committee reviewed the base salary amounts for the
Company's top executive group. The salaries were evaluated using the National
Association of Real Estate Investment Trusts 1995 Company Executive Compensation
Survey. According to the survey data, base salaries of the Company's top
executives are competitive compared to the median survey base salary figures for
the Company's industry.
10
<PAGE> 13
For salary planning purposes, a merit percentage guideline is established
by the Company annually. The merit percentage guideline is applied toward each
exempt employee's base salary in consideration of the individual's performance,
job responsibility, company internal equity and career considerations. A survey
of comparable companies reported the average projected merit increase for 1996
to be 4.4%. The Compensation Committee approved a 2% merit increase for all
employees of the Company for 1996. However, for officers in the Crown American
Realty Option Plan, base salaries were held constant for 1996. For 1997 the
Compensation Committee approved a merit increase for employees of the Company
consisting of 3% of the aggregate base salaries of all employees and distributed
on the basis of individual annual performance reviews.
KEY EXECUTIVE CAPITAL INCENTIVE PLAN
Nineteen of the Company's executives are eligible for an annual incentive
award under the Capital Incentive Plan (the "Plan") which was adopted in 1993.
The Plan is self-funded through the earnings in excess of the Company's targeted
Funds from Operations ("FFO"). Under the Plan, individual awards are 90% driven
by participants meeting or exceeding predetermined corporate and individual
performance goals.
No bonuses were awarded under the Plan for fiscal year 1996 because actual
FFO did not exceed the targeted level for 1996.
SHARE INCENTIVE PLAN
The Company adopted a share incentive plan, the Crown American Realty
Option Plan (the "Option Plan"), on August 17, 1993. The objective of the Option
Plan is to provide capital accumulation opportunities to a select group of
Company executives by allowing them to acquire an equity interest in the
Company, thus increasing the executives' incentives to make continued major
contributions to the Company. Additionally, the Company hopes to maintain
continuity of the management team with the provision of stock options.
In 1996, the Compensation Committee approved five executives for
participation in the Option Plan. The selection of the new participants and the
number of options awarded to each new grantee was based upon their perceived
value to the Company and, if applicable, individual job performance. These
executives received grant amounts equal to the grant amounts awarded to the
initial Option Plan participants with similar positions and responsibilities.
As of fiscal year end 1996, twenty-two Company executives are participating
in the Option Plan.
On January 3, 1996 the Board of Trustees canceled existing stock options
for all participants who were granted options before October 31, 1995. Stock
options were reissued to eighteen senior managers at the closing price on
January 3, 1996. This action was taken to assure that the Option Plan remains as
a viable incentive to drive performance of the management team. Vesting
schedules were reset from the new grant date with no credit for the period
during which the prior options had been outstanding. Options become exercisable
to the extent of 20% of the units on each of the second, third, fourth, fifth
and sixth anniversaries of the date of the option grant. Options granted to one
employee will vest fully on the third anniversary of the date of grant. This
accelerated vesting schedule is due to the employee's age and years of service.
The options previously issued to such employee also had a three year vesting
schedule.
Frank J. Pasquerilla, Chairman and Chief Executive Officer, and Mark E.
Pasquerilla, President, are not currently participating in the Option Plan. The
table below sets forth certain information pertaining to those executive
officers of the Company who are participating in such plan.
11
<PAGE> 14
10-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL
SECURITIES MARKET PRICE EXERCISE OPTION TERM
UNDERLYING OF STOCK AT PRICE AT REMAINING AT
OPTIONS TIME OF TIME OF NEW DATE OF
REPRICED OR REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED AMENDMENT AMENDMENT(1) PRICE AMENDMENT
- ------------------------------ ------ ----------- ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C>
JOHN M. KRIAK 1/3/96 120,000 $ 8.00 $12.50 $ 8.00 8.3 years
Trustee, Executive Vice
President and Chief
Financial Officer
NICHOLAS A. ANTONAZZO 1/3/96 120,000 $ 8.00 $16.63 $ 8.00 6.9 years
Executive Vice President of
Real Estate
THOMAS STEPHENSON 1/3/96 120,000 $ 8.00 $16.63 $ 8.00 7.4 years
Executive Vice President of
Asset Management
</TABLE>
- ---------
(1) Each amount listed represents the weighted average exercise price of the
options at the time of the repricing.
RETIREMENT SAVINGS PLAN
The Company instituted a Retirement Savings Plan (the "Savings Plan") on
August 17, 1993 pursuant to Section 401(k) of the Internal Revenue Code. The
Savings Plan covers employees of the Company who have completed one year of
service, working 1,000 hours per year, and have attained the age of twenty-one.
Executives of the Company are able to participate on the same terms as
non-executive employees, subject to any legal limitations on amounts which may
be contributed or the benefits which may be payable under the Savings Plan.
The Company is contributing a percentage of each eligible employee's base
salary to the Savings Plan as a Supplemental Employer Contribution. Participants
also may elect to contribute, within certain percentage limitations, on a
pre-tax basis. Employee contributions are matched by the Company up to 50% of
the first 3% of the participant's salary.
Receipt of benefits attributable to the Company's matching contribution and
the Supplemental Employer Contribution is subject to the vesting and forfeiture
provisions of the Savings Plan. Other amounts are fully vested at all times.
For 1996, the Company contributed $11,536 under the Savings Plan on behalf
of Frank J. Pasquerilla. This includes both the Supplemental Employer
Contribution and the Company's matching contribution.
SAVINGS RESTORATION PLAN
The Company implemented a Savings Restoration Plan (the "Restoration Plan")
in 1996. All of the Company's most highly compensated employees are eligible for
participation. The Restoration Plan allows employees to defer current
compensation which cannot be deferred under the Savings Plan due to limitations
imposed thereon including the maximum amount of contributions which may be made.
At present, nine employees are participating in the Restoration Plan.
Respectfully submitted,
/s/ Clifford A. Barton
/s/ Margaret T. Monaco
/s/ Zachary T. Solomon
12
<PAGE> 15
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following line graph compares the cumulative total shareholder return
among the Company's Common Shares, the Standard & Poor's 500 Stock Index and a
peer community of real estate investment trust companies selected by the
Company. The Company believes that the business and operations of the peer group
members closely resemble those of the Company. The graph assumes a $100
investment as of August 17, 1993 in the Company's Common Shares, the Index and
the peer group. Returns for the month of August 1993 have been prorated.
<TABLE>
<CAPTION>
CROWN
Measurement Period AMERICAN PEER GROUP S&P 500
(Fiscal Year Covered) REALTY INDEX INDEX
<S> <C> <C> <C>
8/93 100.00 100.00 100.00
9/93 101.45 97.63 102.99
12/93 87.90 89.27 105.39
3/94 82.59 94.78 101.39
6/94 83.38 100.36 101.82
9/94 84.41 97.65 106.79
12/94 87.40 99.48 106.78
3/95 86.43 98.44 117.17
6/95 86.24 100.18 128.36
9/95 57.74 106.70 138.58
12/95 56.67 107.22 146.91
3/96 56.26 108.48 154.79
6/96 58.68 118.12 161.74
9/96 61.05 124.11 166.74
12/96 59.65 152.24 180.64
</TABLE>
The peer group includes publicly traded real estate investment trusts
engaged in similar lines of business of the Company. The peer group consists of
the following companies: CBL & Associates Properties Inc., Simon DeBartolo
Group, General Growth Properties Inc., Macerich Company, Taubman Centers Inc.
and Urban Shopping Centers Inc.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MANAGEMENT AGREEMENTS
The Company has agreed to manage certain properties retained by Crown
American Enterprises, Inc., a Pennsylvania corporation ("Crown Enterprises"),
and other affiliated companies controlled by the Pasquerilla family pursuant to
various management agreements (the "Management Agreements"). For its services,
the Company receives a management fee, payable monthly in arrears, equal to 5%
of revenues (excluding certain items) actually collected and $5.50 per square
foot for new leases signed and $3.50 per square foot for renewal leases. The
Company also receives 15% of temporary tenant revenues. Each Management
Agreement's initial term ended January 31, 1996 and will continue on a
month-to-month basis until all of the managed properties are sold. Total
management and leasing fees for 1996 were approximately $0.1 million.
SUPPORT AGREEMENT
In connection with the formation of the Company and consummation of the
Public Offering, Crown Investments entered into a cash flow support agreement,
which was subsequently amended (as so amended, the "Support Agreement"), with
the Operating Partnership and the Financing Partnership with respect to four
13
<PAGE> 16
malls, all of which were opened in 1991 and were in various stages of initial
lease-up, with mall store occupancy rates below 75%. The Support Agreement
provides that Crown Investments will guarantee, on a quarterly basis, up to a
maximum of $1 million per quarter, that each of these four malls will generate a
stipulated aggregate amount of base rents from each such mall (the "Quarterly
Guaranteed Support") for each quarter, which Quarterly Guaranteed Support will
be derived on the basis of the difference between the aggregate amount of base
rents earned in the quarter at each mall and the stipulated aggregate amount of
base rents. The stipulated aggregate amount of base rents represents an estimate
of the base rents to be earned at each mall at 75% mall store occupancy level.
Crown Investments was also obligated to fund any tenant improvement and leasing
costs associated with any lease of shortfall space (as defined in the Support
Agreement). The obligations of Crown Investments under the Support Agreement
will terminate as to a particular mall if the aggregate base rents at such mall
meets the Quarterly Guaranteed Support over four consecutive quarters (as
determined by the independent trustees of the Company). Total cash flow support
earned by the Company for 1996 was $2.9 million.
In addition, Crown Investments agreed to fund certain tenant improvement
costs for signed leases as of June 30, 1993 scheduled to commence subsequent
thereto. These costs were fully funded by Crown Investments prior to 1996.
During 1995, Crown Holding advanced $6.4 million to the Company, primarily to
pre-fund estimated future payments required under the Support Agreement.
Additional funding is expected to begin again in late 1997.
CROWN INVESTMENTS AND CROWN HOLDING GUARANTIES
Concurrently with the Public Offering in 1993, the Financing Partnership
borrowed an aggregate amount of $300 million ($280.6 million at December 31,
1996). Crown Investments has guaranteed the payment of approximately $250
million of such indebtedness. Crown Investments and Crown Holding have also
guaranteed $28.9 million of debt related to two properties owned by the Company.
CROWN ASSOCIATES LEASE AT PASQUERILLA PLAZA
Approximately 12,200 square feet of Pasquerilla Plaza, the Company's
headquarters building, is leased to Crown Associates under a lease with a term
ending July 31, 2003. The rent was determined based on rental rates being paid
by existing third party tenants, the fact that Crown Associates' lease includes
certain furnishings and equipment and the fact that Crown Associates is
permitted to use facilities in the building that are not available to other
third party tenants. The lease includes a five-year renewal option at then
market rents. Total base rent earned thereunder by the Company in 1996 was
$204,500.
CROWN RIGHTS
Pursuant to the Operating Partnership Agreement, Crown Investments and its
affiliates received certain rights (the "Crown Rights"), which enable them to
require the Operating Partnership to redeem part or all of their partnership
units for a price equal to the equivalent value of the shares of the Company (on
a one-for-one basis). Crown Investments currently owns 7,652,500 limited
partnership units and Crown American Investment Company, an affiliate of Crown
Investments, owns 1,786,459 limited partnership units. The obligation to redeem
Crown Investments' partnership units may be assumed by the Company in exchange
for, at the Company's election, either shares (on a one-for-one basis) or the
cash equivalent thereof, provided that the Company may not pay for such
redemption with shares to the extent that it would result in Crown Investments
and its affiliates beneficially or constructively owning more than 9.8% of the
outstanding shares. Crown Investments and its affiliates may require the Company
to assume the obligation to pay for such redemption with shares to the extent
that Crown Investments and its affiliates own less than 9.8% of the outstanding
shares. Crown Investments has pledged substantially all its limited partnership
units (the "Pledged Units") as collateral for a loan made by an unrelated third
party. In June 1995 the Company filed a Registration Statement on Form S-3 with
the SEC relating to the Pledged Units. If at the time of any such permitted
exchange the Shelf Registration is not effective, the Company is obligated to
purchase a specified portion of the Pledged Units. The Company also has the
right to purchase the Pledged Units in lieu of effecting an exchange.
14
<PAGE> 17
ADMINISTRATIVE SERVICES AND AMOUNTS DUE TO CROWN ASSOCIATES AND CROWN
INVESTMENTS
The Operating Partnership allocates a portion of its construction,
development, MIS, legal and risk management departments to Crown Associates and
Crown Investments based on estimated usage. As a result of these allocated costs
(which aggregated $0.5 million in 1996 and which are expected to be
approximately the same in 1997) as well as the various agreements described
above, the Operating Partnership had a net payable to Crown Associates and Crown
Investments at December 31, 1996 of $1.9 million.
PAYMENTS TO DELTA DEVELOPMENT GROUP, INC.
During 1996, the Company paid Delta Development Group, Inc. $594,097 for
consulting services rendered in connection with various Company properties, of
which $134,564 was paid for services rendered in 1995. Donald F. Mazziotti, a
member of the Board of Trustees of the Company, is a principal and part-owner of
Delta. The Company expects to utilize the services of Delta again in 1997.
AUDITORS
The Board of Trustees engaged Arthur Andersen LLP, independent public
accountants, to audit the books and records of the Company for the year ended
December 31, 1996. Representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting and, while they are not expected to make a
statement, they will have the opportunity to do so if they desire. They will
also be available to respond to appropriate questions. The Company currently
anticipates that Arthur Andersen LLP will also be engaged to audit the Company's
books and records for the current year.
OTHER MATTERS
No business other than that set forth above is expected to come before the
Annual Meeting or any adjournment thereof. Should other business properly come
before the Meeting or any adjournment thereof, the proxy holders will vote upon
the same according to their discretion and best judgment.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies for the Annual Meeting will be paid by
the Company. In addition to the solicitation of proxies by mail, the officers
and regular employees of the Company may, without additional compensation
therefor, solicit proxies in person or by telephone or telegraph. Brokerage
houses and other nominees, custodians or fiduciaries will be requested by the
Company to forward proxy soliciting material and the Company's Annual Report to
Shareholders to the beneficial owners of the shares of the Company's Common
Shares held of record by them, and the Company will reimburse these record
holders for their reasonable out-of-pocket expenses incurred in doing so.
1998 SHAREHOLDER PROPOSALS
A proposal submitted by a shareholder for the regular annual meeting of
shareholders to be held in 1998 must be received by the Secretary, Crown
American Realty Trust, Pasquerilla Plaza, Johnstown, Pennsylvania 15901 on or
prior to December 2, 1997 in order to be eligible for inclusion in the Company's
Proxy Statement for that annual meeting.
By Order of the Board of Trustees,
Ronald P. Rusinak
Vice President, General
Counsel and Secretary
15
<PAGE> 18
CROWN AMERICAN REALTY TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
SOLICITED BY THE BOARD OF TRUSTEES
HOLIDAY INN, 250 MARKET STREET, JOHNSTOWN, PENNSYLVANIA
WEDNESDAY, APRIL 30, 1997 - 10:00 A.M. (LOCAL TIME)
The undersigned shareholder of CROWN AMERICAN REALTY TRUST (the "Company")
does hereby appoint MARK E. PASQUERILLA and DONATO B. ZUCCO, and each of them
acting individually, with full power of substitution, as proxies of the
undersigned to vote at the Annual Meeting of Shareholders of the Company,
to be held April 30, 1997 (the "Annual Meeting"), and at all adjournments
thereof, all the Common Shares of Beneficial Interest of the Company which
the undersigned may be entitled to vote, on the matters set out on the
reverse side of this card and described in the Proxy Statement and, in their
discretion, on any other business which may properly come before the Annual
Meeting.
The undersigned shareholder hereby also revokes all previous proxies for the
Annual Meeting, acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement both dated March 31, 1997, and of the Annual
Report to Shareholders for 1996.
You are urged to promptly return this proxy in the enclosed envelope
whether or not you expect to attend the Annual Meeting in person so that your
shares may be voted in accordance with your wishes and in order that you
presence of a quorum may be assured at the Meeting.
The shares represented by this Proxy will be voted as directed by the
shareholder. If this proxy is executed but no direction is given, such
shares will be voted "FOR" Item 1.
(Continued and to be signed on the reverse side)
[ X ] Please mark
your votes
as this
FOR all WITHHOLD
Nominees Authority to Vote
(except as shown below) for All Nominees
ITEM (1)-The election [ ] [ ]
of the following two
Trustees for a term
expiring in 2000:
NOMINEES: Frank J. Pasquerilla and
Zachary S. Solomon
A vote FOR includes discretionary authority to vote for a substituted
nominee if any of the nominees listed becomes unable to serve or for good
cause will not serve.
(To withhold authority to vote for one or more nominees, print such nominee's or
nominee's name(s) on the line below.
- ---------------------------------------------------------------
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON AND RETURN IN
THE ENCLOSED ENVELOPE. IF ACTING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
GUARDIAN OR TRUSTEE, PLEASE SO INDICATE WITH YOUR FULL TITLE WHEN SIGNING. IF
A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME, BY DULY AUTHORIZED
OFFICER. IF SHARES ARE HELD JOINTLY, EACH SHAREHOLDER NAMED SHOULD SIGN.
SIGNATURE(S) DATE
--------------------------------------------------- ----------
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
