SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
[(Amendment No. ___)]
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
CHELSEA GCA REALTY, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
CHELSEA GCA REALTY, INC.
-------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 10, 1997
-------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Chelsea
GCA Realty, Inc. (the "Company") will be held at The Eagle Rock Club, 4 Becker
Farm Road, Roseland, New Jersey, on June 10, 1997 at 10:00 in the morning for
the following purposes:
1. To elect three (3) Directors.
2. To approve the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending December 31, 1997.
3. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
Stockholders of record at the close of business on April 18, 1997,
shall be entitled to notice of, and to vote at, the meeting.
By order of the Board of Directors
Denise M. Elmer
Secretary
Dated: Roseland, New Jersey
April 29, 1997
IMPORTANT: PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY
IN THE POSTAGE-PAID ENVELOPE PROVIDED TO ENSURE THAT YOUR SHARES ARE REPRESENTED
AT THE MEETING.
<PAGE>
CHELSEA GCA REALTY, INC.
103 EISENHOWER PARKWAY
ROSELAND, NEW JERSEY 07068
-----------------------------
PROXY STATEMENT
-----------------------------
The accompanying Proxy is solicited by the Board of Directors of Chelsea
GCA Realty, Inc., a Maryland corporation (the "Company"), for use at the Annual
Meeting of Stockholders (the "Meeting") to be held on June 10, 1997, at 10:00 in
the morning, or any adjournment thereof, at which stockholders of record at the
close of business on April 18, 1997 shall be entitled to vote. The cost of
solicitation of proxies will be borne by the Company. The Company may use the
services of its Directors, officers, employees and others to solicit proxies,
personally or by telephone; arrangements may also be made with brokerage houses
and other custodians, nominees, fiduciaries and stockholders of record to
forward solicitation material to the beneficial owners of stock held of record
by such persons. The Company may reimburse such solicitors for reasonable
out-of-pocket expenses incurred by them in soliciting, but no compensation will
be paid for their services.
Each proxy executed and returned by a stockholder may be revoked at any
time before it is voted by timely submission of written notice of revocation or
by submission of a duly executed proxy bearing a later date (in either case
directed to the Secretary of the Company) or, if a stockholder is present at the
Meeting, he may elect to revoke his proxy and vote his shares personally.
There is being mailed herewith to each stockholder of record the Company's
Annual Report to Stockholders for the fiscal year ended December 31, 1996. The
date of this Proxy Statement is the approximate date on which this Proxy
Statement and form of Proxy were first sent or given to stockholders.
On April 18, 1997, the Company had outstanding and entitled to vote with
respect to all matters to be acted upon at the meeting 13,837,454 shares of
Common Stock. Each holder of Common Stock is entitled to one vote for each share
of stock held by such holder. The presence of holders representing a majority of
all the votes entitled to be cast at the meeting will constitute a quorum at the
meeting. In accordance with Maryland law, abstentions, but not broker non-votes,
are counted for purposes of determining the presence or absence of a quorum for
the transaction of business. Each item on the agenda must receive the
affirmative vote of a majority of the shares voted at the meeting in order to
pass. Abstentions and broker non-votes are not counted in determining the votes
cast with respect to any of the matters submitted to a vote of stockholders.
It is expected that the following business will be considered at the
meeting and action taken thereon:
1. ELECTION OF DIRECTORS
Pursuant to the By-Laws of the Company, the number of Directors of the
Company has been set at nine members who are divided into three classes serving
staggered three-year terms of office. It is proposed to elect three Class I
Directors at this Meeting to hold office for a three-year term until the 2000
Annual Meeting of Stockholders and until their successors are duly elected and
qualify. Class II and Class III Directors will be elected at the Annual Meetings
to be held in 1998 and 1999, respectively, for three-year terms, and until their
respective successors are duly elected and qualify. It is intended that the
accompanying form of Proxy will be voted for the nominees set forth below, each
of whom is presently a Director of the Company. If some unexpected occurrence
should make necessary, in the Board of Directors' judgment, the substitution of
some other person or persons for any of the nominees, shares will be voted for
such other person or persons as the Board of Directors may select. The Board of
Directors is not aware that any nominee may be unable or unwilling to serve as a
Director. The following table sets forth certain information with respect to the
three nominees and also with respect to each Director whose term of office will
continue after this Meeting.
<PAGE>
NOMINEES FOR ELECTION
YEAR
PRINCIPAL OCCUPATION AN TERM SERVED
POSITIONS HELD OF AS A
NAME AGE OFFICE DIRECTOR
WILL SINCE
EXPIRE
William D. Bloom 34 Executive Vice President of 2000 1995
the Company since 1993;
employed by the Company since
1986.
Robert Frommer 62 Principal of Robert Frommer 2000 1993
Associates, a real estate
consulting firm, since 1991;
President of PG&E Properties, Inc.
since April 1993; President of The
Harlan Company from September 1987 to
January 1991; Executive Vice President
of Urban Investment & Development
Company, a wholly-owned subsidiary of
Aetna Life & Casualty Company, from
1972 to 1984; Vice President for
Institutional Facilities for New York
University from 1984 to 1987.
Reuben S. Leibowitz 49 Managing Director of E.M. 2000 1993
Warburg, Pincus & Co., LLC
("Warburg, Pincus"), a venture
banking and investment
counseling firm; associated
with Warburg, Pincus, since 1984.
<PAGE>
DIRECTORS WHOSE TERM OF OFFICE WILL
CONTINUE AFTER MEETING
YEAR
PRINCIPAL OCCUPATION AND TERM SERVED
POSITIONS HELD OF AS A
NAME AGE OFFICE DIRECTOR
WILL SINCE
EXPIRE
David C. Bloom 40 Chairman of the Board and 1999 1993
Chief Executive Officer of the
Company since 1993; founder
and principal of Chelsea, and
President of Chelsea from
1985 until formation of the
Company.
Brendan T. Byrne 73 Senior partner in the law firm 1998 1993
of Carella, Byrne, Bain,
Gilfillan, Cecchi, Stewart & Olstein
since 1982; Governor of New Jersey from
1974 to 1982; Prosecutor Essex County
(New Jersey), President of the Public
Utility Commission, Assignment Judge of
the New Jersey Superior Court, Vice
President of the National District
Attorneys Association, Trustee of
Princeton University, Chairman of the
Princeton University Council on New
Jersey Affairs, Chairman of the United
States Marshals Foundation,
Commissioner of the New Jersey Sports
and Exposition Authority and Chairman
of the National Commission on Criminal
Justice Standards and Goals (1977);
serves on a Board of the National
Judicial College.
Barry M. Ginsburg 59 Vice Chairman of the Company 1999 1993
since 1993; principal in GCA
and its predecessor companies from 1986
to 1993; employed by Dansk
International Designs, Ltd. from 1966
through 1985 and corporate Chief
Operating Officer and Director from
1980 to 1985.
Philip D. 59 Chairman of the Board of 1999 1993
Kaltenbacher Directors and Chief Executive
Officer of Seton Company, a
manufacturer of leather; health care
products; industrial foams, films,
tapes, adhesives and laminates and
chemicals since 1974; Commissioner of
The Port Authority of New York and New
Jersey from September 1985 through
February 1993, and Chairman from
September 1985 through April 1990.
John D. 33 Managing Director of Warburg, 1998 1993
Santoleri Pincus; associated with
Warburg, Pincus since June 1989;
associated with The Harlan Company, a
New York-based real estate consulting
firm, from June 1985 to June 1989, and
served there as Vice President from
September 1988 to June 1989.
<PAGE>
Mr. Leibowitz and Mr. Santoleri are directors of Grubb & Ellis Company and
Pacific Greystone Corporation. Mr. Santoleri presently intends to resign as a
director of the Company after the Meeting. Mr. Byrne is a director of Cali
Realty Corporation and Elizabethtown Water Company. David Bloom and William
Bloom are brothers.
The Company's Board of Directors has several committees, consisting of an
Audit Committee, a Compensation Committee and an Executive Committee. The
functions of the Audit Committee (which consists of Messrs. Byrne, Frommer and
Kaltenbacher) include recommending to the Board of Directors the engaging and
discharging of the independent auditors, reviewing with the independent auditors
the plan and results of the auditing engagement, reviewing the independence of
the independent auditors, including the range of audit and non-audit fees, and
reviewing the adequacy of the Company's system of internal accounting controls.
The functions of the Compensation Committee (which consists of Messrs. Byrne,
Frommer and Leibowitz) include determining compensation for the Company's
executive officers and administering the Company's 1993 Stock Option Plan (the
"Plan"). The Executive Committee consists of Messrs. D. Bloom, Ginsburg and
Leibowitz.
In the fiscal year ended December 31, 1996, there were two meetings of the
Audit Committee, one meeting of the Compensation Committee and four meetings of
the Board of Directors. Each Director of the Company attended in excess of 75%
of the total number of meetings of the Board of Directors and committees on
which he served.
COMPENSATION OF DIRECTORS
The Company pays its directors who are not principals of or representatives
of principals of the Company's predecessors an annual fee of $15,000 and a per
meeting fee of $1,000 (for each directors' meeting attended), and each such
director is reimbursed for expenses incurred in attending meetings. In addition,
each such director has received 15,000 stock options at an exercise price equal
to the closing price on the day the options were granted, with each such set of
options vesting over five years.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company to its Chief Executive Officer and to each of the four most
highly compensated executive officers whose salary and bonus for 1996 exceeded
$100,000:
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
Other Stock
Annual Options #
Compen- All Other
Salary Bonus sation Compensation(1)
Name and Year $ $ $ $
Principal Position
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David C. Bloom 1996 232,313 139,388 - - 9,500
Chief Executive 1995 225,000 73,350 - - 9,000
Officer 1994 175,000 - - 125,000 7,404
Leslie T. Chao 1996 180,688 108,413 - - 9,231
Chief Financial 1995 175,000 57,050 - - 7,000
Officer 1994 150,000 - - 60,000 9,240
Thomas J. Davis 1996(2) 170,000 100,000 - - 9,500
Executive Vice 1995(3) - - 50,000 -
President
William D. Bloom 1996 170,363 96,468 - - 7,317
Executive Vice 1995 165,000 53,790 - - 8,232
President 1994 125,000 - - 50,000 5,479
Bruce Zalaznick 1996 170,000 76,932 - 20,000 9,500
Executive Vice 1995 140,000 38,080 - - 6,731
President 1995(4) 35,000 - - 30,000 -
(1) Consists of employee contributions to the Company's 401(k) Plan as a tax
deferral.
(2) Commenced employment in January 1996
(3) Entered into an employment agreement in December 1995.
(4) Commenced employment in September 1994.
</TABLE>
Thomas J. Davis has a two-year employment agreement which expires in
December 1997 at an annual salary and bonus of $277,225. Mr. Davis has agreed
not to compete with the Company for one year after termination of employment.
The covenant not to compete mandates that, during the term of the contract, Mr.
Davis direct his commercial real estate activities through the Company. In
addition, during the term of the contract and for one year after termination,
Mr. Davis will not engage in any active or passive investment in property
relating to manufacturers' outlet centers or other competing retail commercial
property, with the exception of the ownership of up to one percent of the
securities of any publicly traded company.
If Mr. Davis' employment is terminated for any reason other than for cause,
he shall receive salary pursuant to his contract through the end of the original
term plus a severance payment equal to six months base salary.
OPTIONS GRANTED
The table below sets forth information with respect to stock options
granted in 1996 to the executive officers named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
OPTION GRANTS IN THE LAST FISCAL YEAR
INDIVIDUAL GRANTS
Potential Realizable Value at Assumed
Exercise Annual Rates of Stock Price
Number % Grants Price Expiration Appreciation for Option Term (3)
Name Granted(1) to All per Date
Employees Share($)(2) 5% Stock Price($) 10% Stock Price($)
<S> <C> <C> <C> <C> <C> <C>
David C. Bloom 0
Leslie T. Chao 0
Thomas J. Davis 0
William D. Bloom 0
Bruce Zalaznick 20,000 25% $28.875 8/16/06 $363,187 $920,386
(1) These options may not be exercised prior to one year from the date of grant
and may be exercised 20% per year thereafter.
(2) The exercise price was established at the market price on the date of grant,
August 16, 1997.
(3) The assumed annual rate of appreciation of five and ten percent would result
in the price of the Company's stock increasing to $47.03 and $74.89 per
share, respectively.
</TABLE>
The table below sets forth information for the executive officers named in
the Summary Compensation Table concerning option exercises during 1996 and
outstanding options at December 31, 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN 1996 AND DECEMBER 31, 1996 OPTION/SAR VALUES
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired on Value Options/SARs at in-the-
Name Exercise (#) Realized($) December 31, 1996(#) Money Options/SARs at
December 31, 1996($)(1)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
David C. Bloom 8,556 - 41,444 75,000 466,245 843,750
Leslie T. Chao - - 24,000 36,000 270,000 405,000
William D. Bloom - - 20,000 30,000 225,000 337,500
Thomas J. Davis - - 10,000 40,000 51,250 205,000
Bruce Zalaznick - - 12,000 38,000 135,000 317,500
(1) Assumes, for all unexercised in-the-money options, the difference between
fair market value ($34.625) at December 31, 1996 and the exercise price of
the options ranging from $23.375 to $28.875.
</TABLE>
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Brendan T. Byrne, Robert Frommer and Reuben S. Leibowitz are members of the
Compensation Committee. None of the executive officers of the Company has served
on the Board of Directors or compensation committee of any other entity that has
had any of such entity's officers serve either on the Company's Board of
Directors or Compensation Committee. During 1996 and the first quarter of 1997,
Mr. Frommer received $200,000 in fees and expenses for consulting services
performed in connection with the Company's acquisition of Waikele Factory Outlet
Stores on March 31, 1997.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee currently consists of Brendan T. Byrne, Robert
Frommer and Reuben S. Leibowitz. The Compensation Committee is responsible for
determining the level of compensation paid to the Chief Executive Officer,
approving the level of compensation paid to the Company's other executive
officers, determining awards under, and administering, the Plan and reviewing
and establishing any and all other executive compensation plans adopted from
time to time by the Company. The Company's philosophy for compensating executive
officers is designed to attract, retain, motivate and reward key executives in
the Company's highly competitive industry. The Company's compensation program
for 1996 consisted of salary and bonuses designed to motivate individuals to
enhance the long-term value of the Company's stock.
The amount of compensation to be paid to an executive officer is generally
based upon the Compensation Committee's subjective analyses of each individual's
performance, contributions to the Company and responsibilities to be undertaken
on behalf of the Company. The Committee did not use any specific qualitative or
quantitative measures or factors in assessing individual performance. In 1997,
the Compensation Committee increased the salary of each of its executive
officers based on the performance of the Company in 1996 and upon its knowledge
of salaries paid by competitors of the Company as disclosed in public documents.
The Company has established a bonus plan for the Senior Executives which
has been approved by the Compensation Committee and provides for bonuses of up
to 50% in 1995, 75% in 1996 and 100% in 1997 of the Senior Executive's base
salary. The award of any bonus compensation, however, is dependent on meeting or
exceeding the Company's internal funds from operations forecast. Bonus
compensation levels above the forecast will be established at the discretion of
the Compensation Committee.
Stock-based compensation is also an important element of the Company's
compensation program. The Plan was adopted and approved by the Board of
Directors on October 20, 1993 and amended November 30, 1995 to allow the Company
to grant options to purchase shares of the Company. The Compensation Committee
determines in its sole discretion, subject to the terms and conditions of the
Plan, the size of a particular award based upon its subjective assessment of the
individual's performance, responsibility and functions and how this performance
may have contributed to the Company's performance. The Compensation Committee
believes awards pursuant to the Plan align the interests of management with
those of the Company's stockholders by emphasizing long-term stock ownership and
increases in stockholder value. Management will be benefited under such options
only if the other shareholders of the Company also benefit. The purpose of the
Plan is to encourage executives and others to acquire a larger proprietary
interest in the Company, thereby further stimulating their active interest in
the development and financial success of the Company. All options granted under
the Plan have been granted at the fair market value of the Company's Common
Stock on the date of grant. The number of options that the Compensation
Committee grants to executive officers is based on individual performance and
level of responsibility. Since stock options are tied to the future performance
of the Company's Common Stock, they will provide value only if the price of the
Company's Common Stock exceeds the exercise price of the options.
The Chief Executive Officer's compensation for 1996 was based on the same
performance and other criteria as summarized in the preceding paragraphs
relative to all executive officers.
The Internal Revenue Code of 1986, as amended, was amended in 1993 with
respect to the ability of publicly-held corporations such as the Company to
deduct compensation in excess of $1,000,000 per individual, other than
performance-based compensation. The Compensation Committee continues to evaluate
maximizing the deductibility of executive compensation, while retaining the
discretion it deems necessary to compensate executive officers.
THE COMPENSATION COMMITTEE
Brendan T. Byrne
Robert Frommer
Reuben S. Leibowitz
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The following line graph sets forth for the period October 26, 1993, the
date on which trading of the Company's Common Stock commenced, through December
31, 1996, a comparison of the percentage change in the cumulative total
stockholder return on the Company's Common Stock compared to the cumulative
total return of the Standard & Poor's ("S&P") Stock Index; the index of equity
real estate investment trusts prepared by the National Association of Real
Estate Investment Trusts ("NAREIT"), the NAREIT Equity REIT Total Return Index;
and the index of the four other publicly traded factory outlet REITs ("Chelsea's
Peer Group"), prepared by SNL Securities. Chelsea's Peer Group consists of FAC
Realty Trust, Inc., Horizon Group Inc., Prime Retail, Inc. and Tanger Factory
Outlet Centers, Inc.
The graph assumes that the shares of the Company's Common Stock were bought
at the initial public offering price of $27.50 per share and that the value of
the investment in each of the Company's Common Stock and the indices was $100 at
the beginning of the period. The graph further assumes the reinvestment of
dividends. The NAREIT Equity REIT Total Return Index, which is only published
monthly based on the last closing prices of the preceding month, has been
prorated for the month of October 1993 to arrive at the beginning index used in
this graph.
The stock price performance shown on the graph below is not necessarily
indicative of future price performance.
<TABLE>
<CAPTION>
CHELSEA GCA REALTY, INC.
TOTAL RETURN PERFORMANCE
[PERFORMANCE GRAPH]
Period Ending
------------------------------------------------------------------------------------------------------------
Index 10/26/93 12/31/93 6/30/94 12/31/94 6/30/95 12/31/95 6/30/96 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Chelsea GCA Realty, 100.00 99.73 103.96 107.28 110.60 127.49 140.16 158.78
Inc.
S&P 500 100.00 101.01 97.59 102.34 123.03 140.80 155.00 172.99
SNL Custom Peer 100.00 91.94 105.33 93.87 91.36 87.08 80.40 84.69
Group
NAREIT Equity 100.00 94.17 99.17 97.16 102.70 111.99 119.63 151.49
Index
</TABLE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 10, 1997, to the knowledge of the Company, the following is a
schedule of all persons who beneficially owned more than 5% of the outstanding
stock of the Company:
Number of Shares Percent
Name and Address Beneficially Owned of Stock
Cohen & Steers Capital
Management, Inc. 1,615,500 11.7%
757 Third Avenue
New York, NY 10017
LaSalle Advisors Limited
Partnership 1,342,357 9.7%
ABKB/LaSalle Securities
Limited Partnership
11 South LaSalle Street
Chicago, IL 60603
David C. Bloom 944,606 6.4%
c/o Chelsea GCA Realty, Inc.
103 Eisenhower Parkway
Roseland, NJ 07068(1)
(1) Includes limited partnership interests in the Partnership
(the "Units") convertible into shares of Common Stock of the
Company and vested options to purchase shares of Common Stock under the
Company's 1993 Stock Option Plan.
The following table sets forth information concerning the security
ownership of directors and executive officers as of March 10, 1997.
Number of Shares Percent
Name Beneficially Owned(1) of Stock
David C. Bloom(2) 944,606 6.4
William D. Bloom(2) 425,235 3.0
Brendan T. Byrne(2) 9,000 *
Leslie T. Chao(2) 192,453 1.4
Thomas J. Davis(2) 10,000 *
Robert Frommer(2) 10,038 *
Barry M. Ginsburg(3) 503,218 3.5
Philip D. Kaltenbacher(2)(4) 384,619 2.7
Reuben S. Leibowitz 5,600 *
John D. Santoleri 0 --
Bruce Zalaznick(2) 12,000 *
Directors and Executive
Officers as a group(6) 2,584,397 15.8
(18 persons)
- --------------------
* Less than 1%
(1) Includes Units which are convertible into shares of Common
Stock of the Company.
(2) Includes vested options to purchase shares of Common Stock granted under
the 1993 Stock Option Plan.
(3) Includes Units beneficially owned by Mr. Ginsburg's family
and trusts for the benefit of Mr. Ginsburg's family.
(4) Includes 185,931 Units owned by Mr. Kaltenbacher as trustee
for his daughters and 1,000 Units owned by Mr.
Kaltenbacher's wife, as to which Mr. Kaltenbacher disclaims
beneficial ownership.
(5) Includes 600 shares of Common Stock owned by the children of
Mr. Leibowitz, as to which he disclaims beneficial ownership.
(6) Includes Units convertible into 2,323,131 shares of Common Stock and
vested options to purchase 240,444 shares of Common Stock granted under
the 1993 Stock Option Plan.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
America Direct Outlets, a company formerly 50%-owned by Philip D.
Kaltenbacher and presently 100%-owned by a trust for the benefit of the wife of
Edward Bloom, a brother of David and William Bloom, rents a total of 46,800
square feet of GLA (1.3% of the Company's total GLA) from the Company in ten
centers. The gross annual rental (including expense reimbursements) for such
space was $1,230,000 in 1996. Management considers these rentals to be at fair
market value.
During 1996 and the first quarter of 1997, Robert Frommer received $200,000
in fees and expenses for consulting services performed in connection with the
Company's acquisition of Waikele Factory Outlet Stores on March 31, 1997.
In March 1997, the Company loaned Thomas J. Davis the amount of $115,000,
which is due in five years, together with interest at the rate of 7.5% per
annum.
All transactions in which a director is an interested party, including any
interest in a lessee of space from the Company, require the approval of a
majority of the disinterested directors.
David C. Bloom guarantees certain of the Company's obligations under a
lease for one of the Company's properties. The Company has indemnified him from
and against any liability which he may incur pursuant to this guaranty.
The Company has entered into a registration rights agreement with all
recipients of Units (the "Rightholders") to enable the Rightholders to sell or
distribute shares of Common Stock owned by or issuable to any of them upon
exchange of Units or any other securities with respect to such Common Stock
issued or issuable to any of them through any registered offering of its
securities that the Company has determined to undertake. In addition, the
Rightholders have the right to demand that the Company prepare and file from
time to time a registration statement with respect to the sale or distribution
of their common stock. In such event, the expenses of such registration will be
borne by the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934
The Company believes that during 1996 all of its officers, directors and
holders of more than 10% of its Common Stock complied with all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934. In
making this disclosure, the Company has relied solely on written representations
of its directors, officers and more than 10% holders and on copies of reports
that have been filed with the Securities and Exchange Commission.
2. APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected Ernst & Young LLP as
independent auditors of the Company for the fiscal year ending December 31,
1997. A representative of Ernst & Young LLP is expected to be present at the
meeting with the opportunity to make a statement if such representative so
desires and to respond to appropriate questions.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR APPROVAL OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S AUDITORS.
3. OTHER MATTERS
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 1998
Annual Meeting of Stockholders must be received by the Company on or prior to
December 30, 1997 to be eligible for inclusion in the Company's Proxy Statement
and form of Proxy to be used in connection with such meeting.
OTHER BUSINESS
At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the Meeting is
that hereinabove set forth. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of Proxy to vote the Proxy on such
matters in accordance with their judgment.
Denise M. Elmer
Secretary
Dated: April 29, 1997
<PAGE>
CHELSEA GCA REALTY, INC.
1997 Annual Meeting of Stockholders - June 10, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned stockholder of CHELSEA GCA REALTY, INC., a Maryland
corporation, hereby appoints David C. Bloom, Leslie T. Chao,
R Michael J. Clarke and Denise M. Elmer, and each of them the proxies
of the undersigned with full power of substitution to vote at the
O Annual Meeting of Stockholders of the Company to be held at
10:00 a.m. on June 10, 1997, and at any adjournment or adjournments
X thereof (the "Meeting"), with all the power which the undersigned
would have if personally present, hereby revoking any proxy
y heretofore given. The undersigned hereby acknowledges receipt of the
proxy statement for the Meeting and instructs the proxies to vote as
directed on the reverse side.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE
<PAGE>
DETACH HERE
Please mark
/X/ vote as in this
example
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED. IF
NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES LISTED BELOW, FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST &
YOUNG LLP FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997 AND IN THE DISCRETION
OF THE PROXY HOLDERS AS TO ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE
THE MEETING.
1. To elect three nominees for directors:
Nominees: William D. Bloom, FOR AGAINST ABSTAIN
Robert Frommer, Reuben S. 2. To ratify the appointment / / / / / /
Leibowitz of Ernst & Young LLP as
/ / FOR / /WITHHELD independent auditors for the fiscal
year ending December 31, 1997.
/ /
______________________________ 3. With discretionary authority upon such other
For all nominees except matters as may properly come before the
as noted above Meeting.
MARK HERE MARK HERE
FOR ADDRESS / / IF YOU PLAN / /
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
Please sign exactly as your name
appears on this proxy card. When
signing as attorney, executor,
trustee or guardian, please give
your full title.
Signature_____________ Date_________ Signature_______________ Date_________
