<PAGE>
ARBOR PROPERTY TRUST
SUITE 800
ONE TOWER BRIDGE
W. CONSHOHOCKEN, PA 19428
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 22, 1994
------------------------------
NOTICE IS HEREBY GIVEN that the 1994 annual meeting of shareholders of
ARBOR PROPERTY TRUST (the 'Company') will be held at the Philadelphia Marriott
West, 111 Crawford Avenue, W. Conshohocken, Pennsylvania 19428, on November 22,
1994 at 9:30 a.m. for the following purposes:
1. To elect two Trustees to serve for the ensuing year and until their
respective successors shall have been duly elected and qualified;
2. To consider and vote upon a proposal to approve the Arbor Property
Trust Incentive Share Plan; and
3. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on September 30, 1994
will be entitled to notice of, and to vote at, the meeting. A list of such
shareholders will be available for inspection at the Company's offices at Suite
800, One Tower Bridge, W. Conshohocken, PA 19428, during normal business hours
during the ten-day period prior to the meeting.
Please complete, sign and return the accompanying proxy in the enclosed
envelope as soon as possible, whether or not you plan to attend the meeting.
This will assure that your shares will be voted.
KIMLI CROSS SMITH
Secretary
October 7, 1994
<PAGE>
ARBOR PROPERTY TRUST
SUITE 800
ONE TOWER BRIDGE
W. CONSHOHOCKEN, PA 19428
------------------------------
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD NOVEMBER 22, 1994
------------------------------
GENERAL
This Proxy Statement is furnished to holders of Common Shares of Beneficial
Interest ('Shares') of Arbor Property Trust (the 'Company') in connection with
the solicitation of proxies by the Board of Trustees of the Company for use at
the 1994 annual meeting of shareholders (the 'Meeting') to be held at 9:30 a.m.
on November 22, 1994, and at any adjournments or postponements thereof.
The Meeting will be held at The Philadelphia Marriott West, 111 Crawford
Avenue, W. Conshohocken, PA 19428.
The Company (formerly EQK Green Acres Trust) is a real estate investment
trust ('REIT') that is the successor to EQK Green Acres, L.P. (the
'Partnership'). Pursuant to the approval of the Unitholders of the Partnership,
on February 28, 1994, the Partnership merged (the 'Merger') into a subsidiary of
the Company. In connection with that transaction, the Company became primarily
self-managed, the advisory agreement (the 'Advisory Agreement') with Equitable
Realty Portfolio Management, Inc. (the 'Advisor') was terminated and the
property management agreement (the 'Property Management Agreement') with Compass
Retail, Inc. ('Compass') was amended and restated to limit the scope of Compass'
responsibilities and to reduce the fees payable to Compass. The Advisor and
Compass are wholly owned subsidiaries of Equitable Real Estate Investment
Management, Inc. ('Equitable Real Estate'), which is an indirect wholly owned
subsidiary of The Equitable Companies Incorporated ('Equitable').
The first date on which this Proxy Statement and related form of proxy is
being sent to the shareholders of the Company is on or about October 7, 1994.
Holders of Shares of record at the close of business on September 30, 1994 (the
'Record Date') are entitled to notice of, and to vote at, the Meeting in person
or by proxy. As of the Record Date, the Company had outstanding 12,018,031
Shares, each entitled to one vote.
In addition to soliciting proxies by mail, the Managing Trustees, officers
and regular employees of the Company, without receiving any additional
compensation therefor, may solicit proxies by telephone, by telegraph or in
person. The Company will also request banks, brokers and other fiduciaries to
forward proxy materials to their members or customers who are beneficial owners
of Shares and will reimburse them for their out-of-pocket mailing and reasonable
clerical expenses in so doing.
If the enclosed proxy is properly executed and returned in time for voting,
the Shares represented thereby will be voted as indicated in such proxy. If no
specification is made, proxies will be voted in
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favor of the election of the Trustees as described herein and in favor of the
proposal to approve the Arbor Property Trust Incentive Share Plan. Proxies will
extend to, and will be voted at, any adjourned or postponed session of the
Meeting. The management of the Company is not aware of any matters to come
before the Meeting, other than those described in this Proxy Statement. However,
inasmuch as matters of which such management is not now aware may come before
the Meeting, or any adjournments or postponements thereof, the enclosed proxy
contains discretionary authority with respect to acting thereon, and the persons
named in such proxy intend to vote, act and consent in accordance with their
best judgment with respect thereto. Any shareholder who has executed and
returned a proxy, and for any reason desires to revoke such proxy, may do so at
any time before the proxy is exercised, by written notice to the Secretary of
the Company or by executing a later dated proxy. In addition, any such
shareholder may attend the Meeting to which this proxy relates and vote the
Shares represented by such proxy in person.
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial holdings of Shares as of August
31, 1994 of all persons known by the Company, based upon filings with the
Securities and Exchange Commission, to be beneficial owners of more than 5% of
its outstanding Shares, of all Managing Trustees of the Company individually and
of all Managing Trustees and officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF
OUTSTANDING % OF
NAME ADDRESS SHARES SHARES
<S> <C> <C> <C>
- - ------------------------------------------ ------------------------------------------ ----------- -----------
Equitable................................. 787 7th Ave 1,364,052 11.4%
New York, NY 10019
Sylvan M. Cohen........................... 12 S. 12th Street 1,000 (2)
Philadelphia, PA 19107
Alton G. Marshall......................... 20 W. 48th Street -- --
New York, NY 10036
George R. Peacock......................... Monarch Plaza 10,444(1) (2)
3414 Peachtree Road
Suite 1450
Atlanta, GA 30326
Phillip E. Stephens....................... 5775 Peachtree Dunwoody 102,189 (2)
Suite 200D
Atlanta, GA 30342
Myles H. Tanenbaum........................ One Tower Bridge 1,057,579(3) 8.8%
Suite 800
W. Conshohocken, PA 19428
All Managing Trustees and
executive officers
as a group (9 persons)....................................................... 1,177,162(1)(3)(4) 9.8%
</TABLE>
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- - ------------------
(1) Includes 1,000 Shares owned by Mr. Peacock's wife, of which Mr. Peacock
disclaims beneficial ownership.
(2) The number of Shares represents less than 1% of the outstanding Shares.
(3) Includes 12,700 Shares owned by Mr. Tanenbaum's wife and 10,000 Shares owned
by trusts of which he is a trustee. Also includes Mr. Tanenbaum's estimated
allocable portion of Shares issued to the general partners of the
Partnership pursuant to the Merger. As a result of the election made by
certain indirect partners of the special general partner of the Partnership,
the actual number of such Shares may be greater or lesser than such
estimate. Excludes 107,609 Shares owned by Mr. Tanenbaum's adult children,
including the estimated allocable portion of Shares issued to the general
partners of the Partnership, of which Mr. Tanenbaum disclaims beneficial
ownership. Also excludes 750,000 options which were issued to Mr. Tanenbaum
and which vest at the rate of 20% per year commencing one year after the
January 25, 1994 grant date, so long as Mr. Tanenbaum is employed by the
Company at the applicable year-end.
(4) Includes 5,950 restricted Shares that will become freely tradeable in equal
annual increments over three years commencing one year from the January 25,
1994 grant date. Excludes executive officer options for 875,000 Shares
(inclusive of Mr. Tanenbaum's options for 750,000 Shares) that vest in equal
annual increments over five years commencing one year from the January 25,
1994 grant date and Trustee options for 30,000 Shares that vest in equal
annual increments over three years commencing one year from the January 25,
1994 grant date.
Section 16(a) of the Securities Exchange Act of 1934 (the 'Exchange Act')
requires the Company's officers and Managing Trustees and persons who own more
than ten percent of a registered class of the Company's equity securities
(collectively, the 'Reporting Persons') to file reports of ownership and changes
in ownership with the Securities and Exchange Commission and to furnish the
Company with copies of these reports. Because the Company's securities were not
registered under the Exchange Act until January 1994, no reports of ownership or
changes in ownership were required to be filed with respect to the Company
during 1993.
ELECTION OF TRUSTEES
The Amended and Restated Declaration of Trust of the Company, as amended,
provides for a Board of Trustees that is divided into three classes of Managing
Trustees designated Class I, Class II and Class III, respectively, with each
class being as equal in number as possible. The Managing Trustees in Class I
(Messrs. Tanenbaum and Stephens) are standing for election at the Meeting. Upon
election at the Meeting, the term of office of Managing Trustees in Class I will
expire at the 1997 annual meeting of shareholders. The term of office of the
Managing Trustee in Class II (Mr. Cohen) will expire at the 1995 annual meeting,
and that of the Managing Trustees in Class III (Messrs. Marshall and Peacock)
will expire at the 1996 annual meeting.
NOMINEES FOR ELECTION TO THE BOARD OF TRUSTEES
Set forth below is information with respect to each nominee for Managing
Trustee.
Myles H. Tanenbaum, age 64, is President and Chief Executive Officer of the
Company and Chairman of Arbor Enterprises, an investment and holding company,
and formerly a consultant to Equitable Real Estate. He was the President of EQK
Partners (formerly the Partnership's advisor) from
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its inception in September 1983 until October 1987 and was Chairman until
December 1989. Prior to that time, from 1970 he served as Executive Vice
President and the Chairman of the Executive Committee of Kravco, Inc. Mr.
Tanenbaum is also managing partner of the Partnership's former special general
partner, a general partnership which is the sole shareholder of the
Partnership's former managing general partner. Prior to joining Kravco, Inc.
in 1970, Mr. Tanenbaum had been a partner in the law firm of Wolf, Block,
Schorr and Solis-Cohen, Philadelphia, Pennsylvania. He is also a certified
public accountant. Mr. Tanenbaum is currently a director of Universal Health
Realty Trust, a New York Stock Exchange ('NYSE')-listed REIT which owns
hospitals, and of The Pep Boys - Manny, Moe & Jack, Inc., a NYSE-listed
company engaged in the retail sale of automotive accessories.
Phillip E. Stephens, age 47, has been President of Compass since January
1992 and was Executive Vice President of the Compass Retail division of
Equitable Real Estate from January 1990 to December 1991. He has also served as
President of the Advisor since December 1989. From October 1987 to December
1989, he was President of EQK Partners. He was Senior Vice President of EQK
Partners from its inception in September 1983 to October 1987. He is also
President and a trustee of EQK Realty Investors I, an NYSE-listed REIT.
CONTINUING TRUSTEES
Set forth below is information with respect to each continuing Managing
Trustee.
Sylvan M. Cohen, age 80, has been President and Trustee of Pennsylvania
Real Estate Investment Trust, an American Stock Exchange-listed REIT since its
inception in 1960. Mr. Cohen is also a partner in the Philadelphia law firm of
Cohen, Shapiro, Polisher, Shiekman and Cohen. Mr. Cohen is a former director of
Fidelity Bank, Philadelphia, Pennsylvania, and is a director of FPA Corporation,
an American Stock Exchange-listed real estate development company, and a trustee
of EQK Realty Investors I. He formerly served as President of the National
Association of Real Estate Investment Trusts and the International Council of
Shopping Centers.
Alton Marshall, age 72, has been Senior Fellow of the Nelson A. Rockefeller
Institute of Government in Albany, New York, and President of Alton G. Marshall
Associates, Inc., a New York City real estate investment firm, since January 1,
1991. He was Chairman of the Board and Chief Executive Officer of Lincoln
Savings Bank, FSB, from March 1984 through December 1990, and remains a Director
and Chairman of the bank's Executive Committee. From 1971 to 1981, he was
President of Rockefeller Center, Inc., a real estate, manufacturing and
entertainment company. Mr. Marshall is currently a director of The Hudson River
Trust and New York State Electric & Gas Corp. and a trustee of EQK Realty
Investors I. He is an independent partner of Equitable Capital Partners and
Equitable Capital Partners (Retirement Fund).
George R. Peacock, age 70, retired in August 1988 after serving as Chairman
and Chief Executive Officer of Equitable Real Estate, and a member of
Equitable's Investment Policy Committee. Prior to his retirement, he had also
been a Senior Vice president of Equitable for more than five years. Mr. Peacock
is a former director of Equitable Real Estate and is currently a trustee of EQK
Realty Investors I.
The affirmative vote of the majority of the quorum is required for the
election of Trustees. Abstentions will not count as affirmative votes, but will
count as part of the quorum.
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COMPENSATION
Until the conversion to a REIT on February 28, 1994, the Company was not
internally managed, and therefore was not responsible for executive
compensation.
During 1993, the Partnership reimbursed its managing general partner for
the $10,000 annual fees and the $1,000 per meeting fees payable to each of the
managing general partner's independent directors, Messrs. Cohen and Marshall.
Messrs. Cohen and Marshall also received $25,000 each for services rendered as
members of a special committee to make recommendations with respect to the
desirability of the proposed conversion of the Partnership into a REIT and the
terms and conditions of the conversion. Except for such fees, the directors,
officers and employees of the former managing general partner did not receive
any salaries or other compensation from the Partnership during 1993.
For information regarding payments to and transactions with the Advisor,
Compass and certain of their affiliates, see 'Certain Transactions.'
In connection with Mr. Tanenbaum's service as President and Chief Executive
Officer of the Company, Mr. Tanenbaum is expected to receive base salary during
1994 at the annual rate of $175,000, subject to increases at the discretion of
the Company's Board of Trustees. In addition to his base salary, Mr. Tanenbaum
is expected to be eligible to receive an annual incentive bonus based upon
individual and Company performance. In addition to his cash compensation, Mr.
Tanenbaum was granted options in January 1994 to purchase up to 750,000 Shares
at an option price of $10 per Share, equal to the fair market value on the date
of grant. Such options vest at the rate of 20% per year commencing one year
after the grant date. See 'Proposal to Approve the Arbor Property Trust
Incentive Shares Plan - Awards Granted to Date.' The Company estimates that
aggregate annualized cash compensation for 1994 payable to the current executive
officers (other than Mr. Tanenbaum) will be approximately $410,000, excluding
certain personal benefits that do not exceed 10% of such aggregate compensation
and excluding discretionary bonuses that have not yet been awarded.
Except for those Managing Trustees who are also employees of the Company
(initially Mr. Tanenbaum), Managing Trustees will receive annual fees of $15,000
in connection with their services as Trustees of the Company, plus $1,000 for
each board meeting and committee meeting they participate in. Each Managing
Trustee other than Mr. Tanenbaum received options to purchase 7,500 Shares at
$10 per Share (equal to the fair market value of the Shares at the time of
grant), which options vest in three equal annual increments commencing January
25, 1995.
Pursuant to the Delaware Business Trust Act, the Company is required to
have as a trustee (the 'Resident Trustee') a person or entity that is a resident
of or has its principal place of business in the State of Delaware. Wilmington
Trust Company serves as the Resident Trustee and will receive annual fees of
$2,500.
CERTAIN TRANSACTIONS
Pursuant to the Advisory Agreement, the Advisor received an annual base
advisory fee of $250,000 and subordinated incentive advisory fee of $1,375,000
for the year ended December 31, 1993. In addition, the Advisor earned a $40,000
fee in 1993 for tax reporting services. Compass will receive a fee of $40,000
for tax reporting services in 1994 and will receive an additional $40,000 for
such services in 1995.
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In December 1991, the Partnership entered into an agreement with the
Advisor pursuant to which it provided development services in conjunction with
the termination of its lease with Pergament, a former anchor tenant at the
Plaza, and the procurement of a new lease with Kmart. The $150,000 fee for these
services was paid in 1993.
Under the Advisory Agreement, upon sale of all or any portion of any real
estate investment of the Partnership, the Advisor was entitled to receive a
disposition fee equal to 2% of the gross sale price (including outstanding
indebtedness taken subject to or assumed by the buyer and any purchase money
indebtedness taken back by the Partnership). The disposition fee was to be
reduced by the amount of any brokerage commissions and legal expenses incurred
by the Partnership in connection with such sales. The Partnership paid a
$290,000 disposition fee to the Advisor during 1993 relating to services
rendered in connection with the acquisition and development of a parcel
adjacent to the Green Acres Mall and the ultimate transfer of that parcel.
Pursuant to an agreement with the Advisor, the Partnership paid the
Advisor a $300,000 fee in connection with the issuance of collateralized
floating rate notes by a subsidiary of the Partnership.
Pursuant to the Property Management Agreement, property management fees
to Compass were based on 4% of net rental and service income collected from
tenants. In connection with the Merger, the agreement with Compass was amended
and restated to extend its termination date by two years to August 31, 1998,
and to limit Compass' scope of responsibilities primarily to accounting and
financial services currently provided in connection with the operations of
Green Acres Mall. Compass' compensation has been reduced from 4% to 2% of
net rental and service income collected from tenants. For the year ended
December 31, 1993, management fees earned by Compass were $786,000.
In 1992, the Partnership agreed to pay interest to both the Advisor and
Compass as consideration for their willingness to defer the payment of fees
which were otherwise due and payable. The Advisor and Compass deferred such
fees as an accommodation to the Company in connection with its refinancing
efforts. For the years ended December 31, 1992 and 1993, the Partnership
recorded interest expense on deferred fees of $223,000 and $249,000,
respectively, representing an interest rate of 7.31% through April 1, 1993
and 8.5% thereafter applied to the cumulative unpaid fee balance.
Such fees and the interest thereon were paid in full in 1993.
Pursuant to the Merger, the Partnership's general partners received 104,830
Shares on account of their 1.02% percentage interest in the Partnership and the
Partnership's special general partner received 1,316,251 Shares in satisfaction
of the present value of its residual interest in the Partnership which provided
it contractually with up to 20% of the profit on the sale of Green Acres Mall
depending upon the total return to the Partnership's Unitholders. In connection
with the Merger, the Advisor received 308,933 Shares as consideration for the
termination of the Advisory Agreement, net of a reduction by 54,800 Shares in
settlement of Equitable's obligations for partial indemnity relating to the New
York State Real Property Transfer Gains Tax pursuant to a Post-Closing Agreement
entered into in connection with the Partnership's initial acquisition of Green
Acres Mall. Messrs. Tanenbaum, Stephens and the Advisor (together with its
affiliates) owned interests of approximately 14.3%, 4.8% and 68.4%,
respectively, in the Partnership's special general partner, which owns 100% of
the Partnership's managing general partner.
The Company's executive offices are located at One Tower Bridge, W.
Conshohocken, PA 19428. These offices are leased from a partnership owned by Mr.
Tanenbaum and his sons. Payments under the lease (which terminates on December
31, 1994) for the ten months of 1994 subsequent to the
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Merger will equal approximately $118,300, which includes furniture, most
utilities and equipment. Prior to the Merger, neither the Company nor the
Partnership paid or provided reimbursement for the space in the same building
occupied by Mr. Tanenbaum.
PROPOSAL TO APPROVE THE ARBOR PROPERTY TRUST
INCENTIVE SHARE PLAN
THE PROPOSAL
At the Meeting, there will be presented to the shareholders a proposal to
approve and ratify the adoption of the Company's Incentive Share Plan (the
'Plan'), which was adopted on January 25, 1994, subject to shareholder approval
within one year thereafter. The Plan is intended to provide an incentive to
Managing Trustees, officers and other key executives through the grant of
options to purchase Shares, Share appreciation rights ('SARs') and restricted
Shares. The Plan will not be effective unless and until shareholder approval is
obtained.
The Board of Directors believes that the Company's ability to grant awards
under the Plan is a valuable compensation tool that aligns the long-term
financial interests of Managing Trustees, officers and other key executives with
the financial interests of the Company's shareholders.
QUORUM AND VOTING REQUIREMENTS
The presence, in person or by proxy, of the holders of at least a majority
of the outstanding Shares will constitute a quorum for the purpose of acting on
this proposal.
The affirmative vote of the holders of a majority of the Shares present in
person or by proxy at the Meeting is required for the adoption of this proposal.
Shares abstaining with respect to this proposal will be considered present
at the Meeting, but will not be counted as affirmative votes. Abstentions,
therefore, will have the practical effect of voting against the proposal. Broker
non-votes are considered not present at the Meeting and, therefore, will not be
voted or have any effect on the proposal.
RECOMMENDATION
THE BOARD OF TRUSTEES OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THIS PROPOSAL.
DESCRIPTION OF THE PLAN
The Plan is set forth as Appendix A to this Proxy Statement, and the
description of the Plan contained herein is qualified in its entirety by
reference to Appendix A.
General. The Plan provides for the issuance of 1,500,000 Shares. After
giving effect to the Options and restricted Shares granted to date (see '-Awards
Granted to Date' below), there are 619,050 Shares available to be awarded under
the Plan. Based upon the closing price of the Shares on September 15, 1994 on
the New York Stock Exchange ($9 3/8 per Share), the aggregate market value of
all 1,500,000 Shares issuable under the Plan is $14,062,500. Persons eligible
for participation in the Plan include all non-employee Managing Trustees,
officers and other key executives of the Company
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(collectively, 'Eligible Participants'). As of the date hereof, a total of nine
people are eligible to participate in the Plan. The Plan provides for the
granting of (i) options intended to qualify as incentive share options ('ISOs')
and nonqualified share options ('NQSOs') (ISOs and NQSOs collectively are
referred to herein as the 'Options'), (ii) restricted Shares and (iii) SARs.
Shares subject to Options or SARs and restricted Shares granted under the Plan
which have expired or terminated unexercised may again be granted under the
Plan. No awards may be made under the Plan after January 24, 2004. No employee
may receive an award of more than 750,000 Options, SARs and restricted Shares
in any one calendar year.
Administration. The Plan is administered by a committee of the Board
consisting of not less than two Managing Trustees who are not officers or
employees of the Company (the 'Committee'). The Committee has the full power to
administer and interpret the Plan. The Committee currently consists of Messrs.
Stephens (Chairman), Marshall and Peacock.
Share Options. Only officers and employees of the Company are eligible to
receive ISOs. All Eligible Participants may receive NQSOs, except that Managing
Trustees who are not officers or employees of the Company are limited to
specified awards generally equal to 7,500 Options every three years as described
below under '-Awards Granted to Date.' The exercise price of all Options granted
is the fair market value of the Shares as determined by the Committee at the
time the Options are granted. Options may be exercised for a period of up to ten
years from the date of grant, subject to earlier termination on the optionee's
death, disability or termination of employment with the Company. In the event of
death, disability or a change in control, as defined in the Plan, all Options
granted are immediately exercisable to the extent so provided by the Committee.
Options are not assignable or otherwise transferable except by will or the laws
of descent and distribution or by such other means as the Committee may approve.
The exercise price of an Option is payable in cash or, with the consent of the
Committee, by delivering Shares already owned by the optionee for at least six
months, or by a combination of cash and Shares.
Restricted Shares. The Committee is authorized to award Shares to Eligible
Participants as restricted Share grants, subject to terms set by the Committee.
The recipients of restricted Shares are unable to sell, transfer, pledge or
otherwise dispose of the restricted Shares until the restrictions established by
the Committee lapse. In the case of a change in control of the Company, as
defined, all restrictions would automatically lapse. If the recipient's
relationship with the Company terminates during the period of restriction, the
restricted Share grant would terminate.
Share Appreciation Rights. The Committee is also authorized to grant SARs
in connection with a previously or contemporaneously granted Option or
independently of an Option. The holder of an SAR would be entitled to receive
the excess of the fair market value of the underlying Shares at the time of
exercise over the grant price of the SAR. Upon exercise of the SAR, the related
Option, if any, will terminate to the extent of an equal number of Shares. The
Company would then pay the spread at its option in cash, Shares, or some
combination thereof. An SAR is exercisable for a period of up to ten years and
may not be exercised more than one year after the recipient's employment is
terminated for any reason, including by death or disability.
Amendments. The Committee has the full authority to amend the Plan, except
that shareholder approval would be required (i) to increase the number of Shares
available for the Plan, (ii) to extend the period during which an award may be
exercised; (iii) to extend the term of the Plan; or (iv) to change the minimum
Option price.
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Federal Income Tax Consequences. The federal income tax consequences of an
Eligible Participant's participation in the Plan are complex and subject to
change. The following discussion is only a summary of the general rules.
There are no federal income tax consequences to the optionee or the Company
upon the grant of ISOs or NQSOs. Upon the exercise of NQSOs, the optionee will
realize ordinary income in the amount by which the fair market value of the
Shares issuable upon exercise of the Option (the 'Option Shares') exceeds the
exercise price of the Option. The Company is allowed a deduction for federal
income tax purposes equal to the amount of ordinary income recognized by the
optionee at the time of exercise of NQSOs. The optionee's holding period for
purposes of determining whether any subsequently realized gain or loss will be
long-term or short-term will begin just after the issuance of the Shares that
were subject to the NQSO. If, at the time of issuance of the Shares, the
optionee is subject to the restrictions of Section 16(b) of the Exchange Act,
then the optionee generally will recognize ordinary income as of the later of
(i) the date of exercise, or (ii) the expiration of six months from the date of
Option grant, based upon the difference between the fair market value of the
Option Shares at such time and the exercise price.
Upon the exercise of an ISO, the amount by which the fair market value of
the shares at the time of exercise exceeds the Option price (or other tax basis
in the Shares) is an item of tax preference subject to the alternative minimum
tax applicable to the person exercising the Option. The Company is not entitled
to a deduction upon the exercise of an ISO. A sale of Shares acquired by
exercise of an ISO that does not occur within one year after the date of
exercise, or within two years after the grant of the Option, generally will
result in the recognition of long-term capital gain or loss in an amount equal
to the difference between the amount realized on the sale and the optionee's tax
basis in the Shares, assuming that the Shares were held as capital assets. The
Company is not entitled to any tax deduction in such event. However, if the sale
occurs within one year from the date of exercise or within two years from the
date of grant (a 'disqualifying disposition'), the optionee will recognize
ordinary income equal to the lesser of (i) the excess of the fair market value
of the Shares on the date of exercise of the Options over the Option price (or
the optionee's tax basis in the Shares, if different), or (ii) the excess of the
amount realized on the sale of the Shares over the Option price (or the
optionee's tax basis in the Shares, if different). Any amount realized on a
disqualifying disposition in excess of the amount treated as ordinary income
will be a long-term or short-term capital gain, depending upon the length of
time the Shares were held provided that such Shares were held as a capital asset
at such time. If, at the time of issuance of the Option Shares, the optionee is
subject to the restrictions of Section 16(b) of the Securities Exchange Act of
1934, as amended, then the fair market value of Shares acquired upon exercise of
an ISO generally will be determined as of the later of (i) the time of exercise,
or (ii) the expiration of six months from the date of Option grant. The Company
generally will be entitled to a deduction on a disqualifying disposition in the
amount and at the time of the ordinary income recognized by the optionee.
In the case of SARs, the grantee will not realize any ordinary income at
the time of the grant. However, the fair market value of Shares or cash
delivered to the grantee pursuant to the exercise of such SARs will be treated
as ordinary income taxable to the grantee at the time of exercise, and the
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Company will be entitled to a deduction under the Internal Revenue Code of 1986,
as amended (the 'Code') at the time in an amount equal to the ordinary income
that is realized by the grantee.
In the case of restricted Shares, the grantee will realize ordinary income
in an amount equal to the fair market value of such Shares less any amount paid
for such Shares at a time when the grantee's rights with respect to such Shares
are no longer subject to a substantial risk of forfeiture, unless the grantee
otherwise elects pursuant to a special election provided in the Code. Dividends
paid to the holder of restricted Shares during a period of restriction will be
taxable as ordinary income unless the election referred to in the preceding
sentence has been made. The Company will be entitled to a deduction under the
Code at the time in an amount equal to the ordinary income that is realized by
the grantee.
Section 162(m). Under Section 162(m) of the Code, enacted in August 1993,
the Company may be precluded from claiming a federal income tax deduction for
total remuneration in excess of $1,000,000 paid to the chief executive officer
or to any of the other four most highly compensated officers in any one year
beginning in 1994. Total remuneration would include amounts received upon the
exercise of Options granted after February 17, 1993. An exception exists,
however, for 'performance-based' remuneration, including amounts received upon
the exercise of Options pursuant to a plan approved by shareholders that meets
certain requirements. The Plan, when approved by shareholders, is intended to
make Option grants thereunder meet the requirements of 'performance-based'
remuneration.
AWARDS GRANTED TO DATE
The table below summarizes the number of Options and restricted Shares that
have been awarded under the Plan to date. No SARs have been awarded under the
Plan to date. Future benefits under the Plan are not determinable since grants
are at the discretion of the Committee, except that each current Managing
Trustee who is not an officer or employee of the Company will receive an
additional award of 7,500 Options on January 23 in each of 1997, 2000 and 2003,
vesting ratably over a three year period commencing one year from the date of
award. Future Managing Trustees who are not officers or employees will be
entitled to similar awards.
PLAN BENEFITS
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF RESTRICTED
NAME AND POSITION OPTIONS(1) SHARES(2)
- - --------------------------------------------------------------------------------- ----------- -------------------
<S> <C> <C>
Myles H. Tanenbaum............................................................... 750,000 --
President and Chief Executive Officer
Phillip E. Stephens.............................................................. 7,500 --
Managing Trustee
Executive Officers as a Group.................................................... 875,000 5,950
Non-Executive Officer Trustees as a Group........................................ 30,000(3) --
Non-Executive Officer Employees as a Group....................................... -- --
</TABLE>
- - ------------------
(1) Options were granted for a ten-year term (subject to earlier termination
upon death, disability or termination of employment or service as a Trustee)
at an exercise price equal to the fair market
10
<PAGE>
value on the date of grant, which was $10.00 per Share. Executive officer
Options vest in equal annual increments over five years commencing one year
from the January 25, 1994 grant date and non-employee Trustee Options vest
in equal annual increments over three years commencing one year from the
January 25, 1994 grant date. Options granted to Mr. Tanenbaum and
non-employee Management Trustees are NQSOs and the remaining Options are
ISOs. All Options vest upon a change in control, as defined under the Plan,
and Mr. Tanenbaum's Options also vest upon death or disability.
(2) Restricted Shares become freely tradeable in equal annual increments over
three years commencing one year from the January 25, 1994 grant date.
(3) Includes the 7,500 Options granted to Mr. Stephens.
INDEPENDENT ACCOUNTANTS
Arthur Andersen & Co. has been appointed by the Trustees as the independent
accountants for the Company's current fiscal year. A representative of Arthur
Andersen & Co. is expected to be present at the Meeting with the opportunity to
make a statement if he desires to do so and will be available to respond to
appropriate questions of shareholders.
On June 7, 1994, the Company engaged Arthur Andersen & Co. as its
certifying accountant, thereby replacing as of the same date Deloitte & Touche,
the certifying accountant of the Partnership for 1993 and preceding years. The
change in the Company's certifying accountant was effected in connection with
the Company's change in operating structure from a partnership to a REIT and the
relocation of its executive offices to Pennsylvania. The change was approved by
the Managing Trustees of the Company.
No report on the financial statements of the Company issued by Deloitte &
Touche during the last two fiscal years contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, nor were there any disagreements during the last
two fiscal years and through June 7, 1994 between Deloitte & Touche and the
Company concerning any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved would have required Deloitte & Touche to make reference to the subject
matter thereof in connection with its report. During the last two fiscal years
and through June 7, 1994, none of the events listed in paragraphs (A) through
(D) of Item 304(a)(1)(v) of Regulation S-K under the Securities Act of 1933 and
the Securities Exchange Act of 1934, both as amended, have occurred; and during
such period, the Company has not consulted with Arthur Andersen & Co. regarding
any matter referred to under paragraphs (i) or (ii) of Item 304(a)(2) of
Regulation S-K.
TRUSTEES' MEETINGS AND COMMITTEES
The Board of Trustees has an Audit Committee, a Compensation Committee
and a Nominating Committee. These committees were formed in January 1994 and,
accordingly, did not meet in 1993. The Board of Directors of the Partnership's
managing general partner had an Audit Committee consisting of Messrs. Cohen
(Chairman) and Marshall which met once during 1993.
Messrs. Cohen (Chairman) and Marshall serve as members of the Company's
Audit Committee which meets with the Company's independent public accountants,
internal audit personnel and
11
<PAGE>
management to discuss the scope and results of the annual audit, internal
accounting procedures and other questions of accounting policy.
Messrs. Stephens (Chairman), Marshall and Peacock serve as members of the
Compensation Committee which administers the Plan and makes recommendations to
the Board of Trustees with regard to other compensation-related matters.
Messrs. Peacock (Chairman), Cohen and Tanenbaum serve as members of the
Nominating Committee which reviews the size and composition of the Board of
Trustees and makes recommendations as to nominees to serve on the Board of
Trustees. The Nominating Committee will consider nominations by shareholders in
accordance with the procedures set forth below under 'Nominations for Trustees
for the 1995 Annual Meeting.'
The Board of Trustees met once during 1993 and acted by unanimous consent
in writing on one other occasion. The Board of Directors of the Partnership's
managing general partner met eight times during 1993 and acted by unanimous
consent in writing on one other occasion.
NOMINATIONS FOR TRUSTEES FOR THE 1995 ANNUAL MEETING
Nominations for election to the Board of Trustees at the 1995 annual
meeting of shareholders may only be made in writing by a shareholder entitled to
vote at the Meeting. Such nominations must be addressed to the Secretary, Arbor
Property Trust, Suite 800, One Tower Bridge, W. Conshohocken, PA 19428.
Nominations must be received by the Secretary on or before February 28, 1995,
and be accompanied by the name and address of the record holder making the
nomination (and beneficial holder, if different) and the class and number of
shares owned of record and beneficially by such record holder (and beneficial
holder, if different) and by the written consent of the nominee to being named
as a nominee and to serve as a Managing Trustee, if elected. Nominations must
also be accompanied by all information related to such nominee required to be
disclosed in solicitations of proxies pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended.
SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for consideration at the
Company's 1995 annual meeting of shareholders must, on or before February 28,
1995, submit such shareholder's proposal to the Company and notify the Company
that such shareholder intends to appear personally at the meeting to present the
proposal, in order to have the Company consider the inclusion of such proposal
in the Company's Proxy Statement and form of proxy relating to that meeting.
Reference is made to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, for information concerning the content and form of such proposal and
the manner in which such proposal must be made.
------------------------------
THE 1993 ANNUAL REPORT TO SHAREHOLDERS OF THE COMPANY HAS PREVIOUSLY BEEN
PROVIDED TO SHAREHOLDERS. ADDITIONAL COPIES MAY BE OBTAINED BY WRITING TO THE
SECRETARY AT THE COMPANY'S ADDRESS SET FORTH ON THE FRONT COVER OF THIS PROXY
STATEMENT.
------------------------------
12
<PAGE>
APPENDIX A
ARBOR PROPERTY TRUST
INCENTIVE SHARE PLAN
1. PURPOSE.
The purpose of the Arbor Property Trust Incentive Share Plan (the 'Plan')
is to further the earnings of Arbor Property Trust, its subsidiaries and other
affiliates (collectively, the 'Company'). The Plan provides for the award of
long-term incentives to outside managing trustees and those officers and other
key executives who make substantial contributions to the Company by their
loyalty, industry, and invention. The Company intends that the Plan will
facilitate securing, retaining, and motivating management employees of high
caliber and potential.
2. ADMINISTRATION.
The Plan shall be administered by a Committee (the 'Committee') of the
Board of Trustees of Arbor Property Trust (the 'Board'). The Committee shall
consist of two or more persons selected by the Board of Trustees who are
ineligible and who have been ineligible for a one year period prior to
appointment thereto for selection as a person to whom, except as provided in
Section 6 hereof, awards may be granted pursuant to this Plan or any other
similar plan of the Company. Without limiting the foregoing and except as
specifically provided herein, the Committee shall have full and final authority
in its discretion to interpret the provisions of the Plan and to decide all
questions of fact arising in its application; to determine the employees to whom
awards shall be made under the Plan; to determine the type of awards to be made
and the amount, size and terms of each such award; to determine the time when
awards shall be granted; and to make all other determinations necessary or
advisable for the administration of the Plan.
3. SHARES SUBJECT TO THE PLAN.
The shares that may be issued under the Plan shall not exceed in the
aggregate more than One Million Five Hundred Thousand (1,500,000) common shares
of beneficial interest, without par value (the 'Common Shares') of the Company.
Such shares may be authorized and unissued shares or treasury shares. Except as
otherwise provided herein, any shares subject to an option or right which for
any reason expires or is terminated unexercised as to such shares shall again
be available under the Plan.
4. ELIGIBILITY TO RECEIVE AWARDS.
Persons eligible to receive awards under the Plan shall be limited to
outside managing trustees and those officers and other key executive employees
of the Company who are in positions in which their decisions, actions and
counsel will have a significant impact upon the profitability and success of the
Company. Managing trustees of the Company who are not otherwise officers or
employees of the Company shall be eligible to participate in the Plan solely in
accordance with Section 6 of the Plan. No employee shall receive an award of
more than Seven Hundred Fifty Thousand (750,000) Share Options, Share
Appreciation Rights and Restricted Shares in any calendar year.
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5. FORM OF AWARDS.
Awards may be made from time to time by the Committee in the form of share
options to purchase Common Shares, share appreciation rights, restricted share
grants, or any combination thereof. Share options may be options which are
intended to qualify as incentive share options within the meaning of Section 422
of the Internal Revenue Code of 1986, or any amendment or substitute thereto
('Incentive Share Options') or options which are not intended to so qualify
('Non-Qualified Share Options').
6. TRUSTEE AWARDS.
Each outside managing trustee of the Company, i.e., each trustee who is not
an officer or employee of the Company, shall receive awards of Non-Qualified
Share Options ('Trustee Options') in accordance with the terms and provisions of
this Section 6. Trustee Options shall have a term of ten (10) years, shall be
granted and vest as herein provided in this Section 6, and otherwise shall be
governed by Section 7 hereof. Each eligible Trustee as of the date hereof shall
be awarded Seven Thousand Five Hundred (7,500) Options, with an exercise price
of Ten ($10.00) Dollars per Common Share. On election and qualification as a
trustee, each other eligible trustee shall receive an award of Seven Thousand
Five Hundred (7,500) Trustee Options. On January 23 in each of 1997, 2000 and
2003, each eligible trustee then serving shall receive an additional award of
Seven Thousand Five Hundred (7,500) Trustee Options. Each award to a trustee
made hereunder shall vest ratably over a three (3) year period, with one-third
( 1/3) of the awarded options vesting one year from the date of grant and an
additional one-third ( 1/3) vesting on each subsequent anniversary thereof;
provided that no Options shall vest at a time that the applicable trustee is not
then serving as an eligible trustee of the Company. The Committee shall not have
the power to alter the size, timing or vesting of Trustee Option awards.
7. SHARE OPTIONS.
Share options for the purchase of Common Shares shall be evidenced by
written agreements in such form not inconsistent with the Plan as the Committee
shall approve from time to time, which shall contain in substance the following
terms and conditions:
(a) Type of Option. Each option agreement shall identify the options
represented thereby as Incentive Share Options or Non-Qualified Share
Options, as the case may be.
(b) Option Price. The purchase price of shares subject to an option
shall be the fair market value at the time of grant, as determined by the
Committee.
(c) Exercise Term. Each option agreement shall state the period or
periods of time within which the option may be exercised, in whole or in
part, which shall be such period or periods of time as may be determined by
the Committee, provided that no option shall be exercisable after ten (10)
years from the date of grant thereof. The Committee may, in its discretion,
provide in the option agreement circumstances under which the option shall
become immediately exercisable, and may, notwithstanding the foregoing,
accelerate the exercisability of any option at any time.
(d) Payment for Shares. The purchase price of the shares with respect
to which an option is exercised shall be payable in full at the time of
exercise in cash, Common Shares held for at least six (6) months at fair
market value, or a combination thereof, as the Committee may
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<PAGE>
determine and subject to such terms and conditions prescribed by the
Committee for such purpose.
(e) Rights Upon Termination of Employment. In the event that an
optionee ceases to be an employee of the Company for any cause other than
retirement after age sixty-five (65), death or disability, the options
shall terminate at the time of termination. In the event that an optionee
retires after attaining age sixty-five (65), dies or becomes disabled prior
to the expiration of his option and without having fully exercised his
option, the optionee or his successor shall have the right to exercise the
option during its term within a period of twelve (12) months after
termination of employment due to death or disability to the extent that the
option was exercisable at the time of termination, or within such other
period, and subject to such terms and conditions, as may be specified by
the Committee.
(f ) Nontransferability. Each option agreement shall state that the
option is not transferable other than by will or the laws of descent and
distribution, and that during the lifetime of the optionee the option is
exercisable only by him.
(g) Incentive Share Options. In the case of an Incentive Share
Option, each option agreement shall contain such other terms, conditions
and provisions as the Board determines necessary or desirable in order to
qualify such option as a tax favored option (within the meaning of Section
422 of the Code, or any amendment or substitute thereto or regulation
thereunder) including without limitation, the following:
(i) The purchase price of shares subject to an Incentive Share
Option shall not be less than one hundred (100%) percent of the fair
market value of such shares on the date the option is granted, as
determined by the Committee;
(ii) The aggregate fair market value (determined as of the time
the option is granted) of the shares with respect to which Incentive
Share Options are exercisable for the first time by any employee during
any calendar year (under all plans of the Company) shall not exceed One
Hundred Thousand ($100,000.00) Dollars; and
(iii) No Incentive Share Option shall be granted to any employee if
at the time the option is granted the individual owns shares possessing
more than ten (10%) percent of the total combined voting power of all
classes of shares of the Company or its parent or subsidiary corporation
unless at the time such option is granted the option price is at least
one hundred ten (110%) percent of the fair market value of the shares
subject to the option and such option by its terms is not exercisable
after the expiration of five (5) years from the date of grant.
8. SHARE APPRECIATION RIGHTS.
Share appreciation rights shall be evidenced by written share appreciation
rights agreements in such form not inconsistent with this Plan as the Committee
shall approve from time to time, which agreements shall contain in substance the
following terms and conditions:
(a) Award. Share appreciation rights shall entitle the grantee,
subject to such terms and conditions determined by the Committee, to
receive upon exercise thereof all or a portion of the excess of (i) the
fair market value of a specified number of Common Shares at the time of
exercise, as determined by the Committee, over (ii) a specified price which
shall not be less than
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<PAGE>
one hundred (100%) percent of the fair market value of the shares at the
time the right is granted, or, if connected with a previously issued share
option, not less than one hundred (100%) percent of the fair market value
of the shares at the time such option was granted. Share appreciation
rights may be granted in connection with a previously or contemporaneously
granted share option, or independently of a share option. In the event of
the exercise of a share appreciation right, the number of shares reserved
for issuance hereunder shall be reduced by the number of shares covered by
the share appreciation right.
(b) Term. Each agreement shall state the period or periods of time
within which the share appreciation right may be exercised, in whole or in
part, as determined by the Committee and subject to such terms and
conditions prescribed for such purpose by the Committee, provided that no
share appreciation right shall be exercisable after ten (10) years from the
date thereof. The Committee may, in its discretion, provide in the
agreement circumstances under which the share appreciation rights shall
become immediately exercisable, and may, notwithstanding the foregoing,
accelerate the exercisability of any share appreciation right at any time.
(c) Termination of Employment. Share appreciation rights will be
exercisable only during the grantee's employment by the Company except that
in the discretion of the Committee, a share appreciation right may be made
exercisable for up to twelve (12) months after the grantee's employment is
terminated by any reason other than death or disability.
(d) Payment. Upon exercise of a share appreciation right, payment
shall be made in the form of Common Shares at fair market value on the date
of exercise, in cash, or in a combination thereof, as the Committee may
determine.
(e) Other Terms. Share appreciation rights shall be granted in such
manner and such form, and subject to such additional terms and conditions
as the Committee in its sole discretion deems necessary or desirable,
including without limitation: (i) if in connection with an Incentive Share
Option, in order to satisfy any requirements set forth under Section 422 of
the Internal Revenue Code of 1986, or any amendment or substitute thereto,
or regulation thereunder; or (ii) in order to avoid any insider trading
liability in connection with a share appreciation right under Section
16(b) of the Securities Exchange Act of 1934.
9. RESTRICTED SHARE AWARDS.
Restricted share awards under the Plan shall consist of Common Shares of
the Company free of any purchase price or for such purchase price established by
the Committee, restricted against transfer, subject to forfeiture, and subject
to other terms and conditions intended to further the purpose of the Plan, and
shall be evidenced by written restricted share agreements in such form not
inconsistent with this Plan as the Committee shall approve from time to time,
which agreements shall contain in substance the following terms and conditions:
(a) Restriction Period. Shares awarded pursuant to this Plan shall be
subject to such terms, conditions and restrictions, including without
limitation prohibitions against transfer, substantial risks of forfeiture
and attainment of performance objectives, and for such period or periods as
shall be determined by the Committee, but not in excess of ten (10) years
from the date of award. The Committee may, in its discretion, provide in
the agreement circumstances under which the restricted shares shall become
immediately transferable, and may, notwithstanding the foregoing,
accelerate the expiration of the restriction period imposed on any shares
at any time.
A-4
<PAGE>
(b) Restriction upon Transfer. Restricted shares and the right to
vote such shares and to receive dividends thereon, may not be sold,
assigned, transferred, exchanged, pledged, hypothecated, or otherwise
encumbered, except as herein provided, during the restriction period
applicable to such shares. Notwithstanding the foregoing, and except as
otherwise provided in the Plan, the participant shall have all the other
rights of a shareholder, including but not limited to, the right to
receive dividends and the right to vote such shares.
(c) Certificates. Each certificate issued in respect to shares
awarded to a participant shall be deposited with the Company or its
designee and shall bear the following legend:
'This certificate and the shares of beneficial interest
represented hereby are subject to the terms and conditions
(including forfeiture provisions and restrictions against
transfer) contained in the Arbor Property Trust Incentive Share
Plan and an Agreement entered into between the registered owner
and Arbor Property Trust. Release from such terms and conditions
shall be obtained only in accordance with the provisions of the
Plan and Agreement, a copy of each of which is on file in the
office of the Secretary of Arbor Property Trust.'
(d) Lapse of Restrictions. The Agreement shall specify the terms and
conditions upon which any restrictions upon shares awarded under the Plan
shall lapse, as determined by the Committee. Upon the lapse of such
restrictions, Common Shares free of the restrictive legend shall be issued
to the participant or his legal representative.
(e) Termination Prior to Lapse of Restrictions. In the event of a
participant's termination of employment prior to the lapse of restrictions
as determined pursuant to the provisions of the preceding paragraph (d),
all shares as to which there still remains unlapsed restrictions shall be
forfeited by such participant to the Company without payment of any
consideration by the Company, and neither the participant nor any
successors, heirs, assigns or personal representatives of such recipient
shall thereafter have any further rights or interest in such shares or
certificates.
10. GENERAL RESTRICTIONS.
Each award under the Plan shall be subject to the requirement that if at
any time the Committee shall determine that (i) the listing, registration or
qualification of Common Shares subject or related thereto upon any securities
exchange or under any state or federal law, or (ii) the consent or approval of
any government regulatory body, or (iii) an agreement by the recipient of an
award with respect to the disposition of Common Shares is necessary or desirable
as a condition of or in connection with the granting of such award or the
issuance or purchase of Common Shares thereunder, such award shall not be
consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.
11. SINGLE OR MULTIPLE AGREEMENTS.
Multiple forms of awards or combinations thereof may be evidenced by
a single agreement or multiple agreements, as determined by the Committee.
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<PAGE>
12. RIGHTS OF A SHAREHOLDER.
The recipient of any award under the Plan, unless otherwise provided by
the Plan, shall have no rights as a shareholder with respect thereto unless
and until certificates for Common Shares are issued to him.
13. RIGHTS TO TERMINATE EMPLOYMENT.
Nothing in the Plan or in any agreement entered into pursuant to the Plan
shall confer upon any participant the right to continue in the employment of
the Company or affect any right which the Company may have to terminate the
employment of such participant.
14. WITHHOLDING.
Whenever the Company proposes or is required to issue or transfer Common
Shares under the Plan, the Company shall have the right to require the recipient
to remit to the Company an amount sufficient to satisfy any federal, state or
local withholding tax requirements prior to the delivery of any certificate or
certificates for such shares.
15. NON-ASSIGNABILITY.
No award under the Plan shall be assignable or transferable by the
recipient thereof except by will or by the laws of descent and distribution or
by such other means as the Committee may approve. During the life of the
recipient, such award shall be exercisable only by such person or by such
person's guardian or legal representative.
16. NON-UNIFORM DETERMINATIONS.
The Committee's determination under the Plan (including without limitation
determinations of the persons to receive awards, the form, amount and timing of
such awards, the terms and provisions of such awards and the agreements
evidencing same, and the establishment of values) need not be uniform and may be
made selectively among persons who receive, or are eligible to receive, awards
under the Plan, whether or not such persons are similarly situated.
17. ADJUSTMENTS.
(a) In the event of any change in the outstanding shares of beneficial
interest of the Company, by reason of a share dividend or distribution,
supplemental offering of shares, recapitalization, merger, consolidation,
split-up, combination, exchange of shares or the like, the Committee may, in its
discretion, adjust the number of Common Shares which may be issued under the
Plan.
(b) The number of Common Shares purchasable upon the exercise of the
outstanding share options ('Options'), the option price and the terms of
outstanding share appreciation rights ('SARs') shall be subject to adjustment
from time to time as provided in this Section 17.
(i) If the Company shall pay or make a dividend or other distribution
on any class of capital shares of the Company in Common Shares, the number
of Common Shares purchasable upon exercise of an Option or the number of
SARs shall be increased by multiplying such number of shares or SARs by a
fraction of which the denominator shall be the number of Common Shares
outstanding at the close of business on the day immediately preceding the
date of such distribution
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<PAGE>
and the numerator shall be the sum of such number of shares and the total
number of shares constituting such dividend or other distribution, such
increase to become effective immediately after the opening of business on
the date following such distribution.
(ii) If the outstanding Common Shares shall be subdivided into a
greater number of Common Shares, the number of Common Shares purchasable
upon exercise of an Option or the number of SARs at the opening of business
on the day following the day upon which such subdivision becomes effective
shall be proportionately increased, and, conversely, if outstanding Common
Shares shall each be combined into a smaller number of Common Shares, the
number of Common Shares purchasable upon exercise of an Option or the
number of SARs at the opening of business on the day following the day upon
which such combination becomes effective shall be proportionately
decreased, such increase or decrease, as the case may be, to become
effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.
(iii) The reclassification of Common Shares into securities (other
than Common Shares) and/or cash and/or other consideration shall be deemed
to involve a subdivision or combination, as the case may be, of the number
of Common Shares outstanding immediately prior to such reclassification
into the number or amount of securities and/or cash and/or other
consideration outstanding immediately thereafter and the effective date of
such reclassification shall be deemed to be 'the day upon which such
subdivision becomes effective' or 'the day upon which such combination
becomes effective,' as the case may be, within the meaning of the
subparagraph (ii) above.
(iv) The Committee may make such increases in the number of Common
Shares purchasable upon exercise of an Option or the number of SARs, in
addition to those required by this subparagraph (b), as shall be determined
by the Company's Board of Trustees to be advisable in order to avoid
taxation so far as practicable of any dividend of shares or share rights or
any event treated as such for federal income tax purposes to the
recipients.
(c) Whenever the number of Common Shares purchasable upon exercise of an
Option or the number of SARs is adjusted as provided in this Section 17, the
option price in the case of an Option or the Section 7(a)(ii) specified price,
in the case of SARs, shall be adjusted by a fraction in which the numerator is
equal to the number of Common Shares purchasable or SARs granted prior to the
adjustment and the denominator is equal to the number of Common Shares
purchasable or SARs granted after the adjustment.
(d) For the purpose of this Section 17, the term 'Common Shares' shall
include any shares of the Company of any class or series which has no preference
or priority in the payment of dividends or in the distribution of assets upon
any voluntary or involuntary liquidation, dissolution or winding up of the
Company and which is not subject to redemption by the Company.
18. CHANGE IN CONTROL.
Upon a Change in Control, as herein defined, all awards shall become one
hundred (100%) percent vested. Change in Control shall mean a change in control
of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended, as in effect on the date hereof; provided that, without
limitation, a Change in Control shall also be deemed to have occurred if and
when a material portion
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(over fifty (50%) percent in value of all assets or revenues) of the Company's
assets, operations or businesses shall have been sold to an unaffiliated party
or parties.
19. AMENDMENT.
The Committee may terminate or amend the Plan at any time, except without
shareholder approval, the Committee may not amend Section 6 hereof, increase the
maximum number of shares which may be issued under the Plan (other than
increases pursuant to Section 17 hereof), extend the period during which any
award may be exercised, extend the term of the Plan or change the minimum option
price (other than pursuant to Section 17 hereof). The termination or any
modification or amendment of the Plan shall not, without the consent of a
participant, affect his rights under an award previously granted.
20. EFFECT ON OTHER PLANS.
Participation in this Plan shall not affect an employee's eligibility to
participate in any other benefit or incentive plan of the Company. Any awards
made pursuant to this Plan shall not be used in determining the benefits
provided under any other plan of the Company unless specifically provided.
21. DURATION OF THE PLAN.
The Plan shall be effective as of the date adopted by the Board, but all
grants made hereunder shall be subject to shareholder approval of this Plan
within one (1) year of the date of adoption by the Board. The Plan shall remain
in effect until all awards under the Plan have been satisfied by the issuance of
shares, but no award shall be granted more than ten years after the earlier of
the date the Plan is adopted by the Company or is approved by the Company's
shareholders.
Adopted January 25, 1994
and amended on June 3, 1994
by the Board of Trustees
of Arbor Property Trust
/s/ MYLES H. TANENBAUM
Myles H. Tanenbaum
Chairman of the Board
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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ARBOR PROPERTY TRUST
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(Name of Registrant as Specified in its Charter)
ARBOR PROPERTY TRUST
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 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-5(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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[ ] 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 collecting 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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__________________
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
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ARBOR PROPERTY TRUST
Proxy Solicited by the Board of Trustees
Annual Meeting of Shareholders -- November 22, 1994
The undersigned hereby appoints Myles H. Tanenbaum and Randall C. Stein,
and each of them, proxies to represent the undersigned with full power of
substitution at the Annual Meeting of Shareholders of Arbor Property Trust to be
held at the Philadelphia Marriott West, 111 Crawford Avenue, W. Conshohocken,
Pennsylvania 19428 on Tuesday, November 22, 1994 at 9:30 a.m. and at any and all
adjournments or postponements thereof, and thereat to vote all Common Shares of
Beneficial Interest (the "Shares") of Arbor Property Trust (the "Company"),
which votes the undersigned would be entitled to vote if personally present.
(Continued, and to be signed on reverse side)
Unless otherwise specified, the Shares will be voted FOR the election of
both nominees for Trustee and FOR the proposal to approve the Arbor Property
Trust Incentive Share Plan. This Proxy also delegates discretionary authority
to vote with respect to any other business which may properly come before the
meeting or any adjournment or postponement thereof.
1. ELECTION OF TRUSTEES Myles H. Tanenbaum, Phillip E. Stephens
FOR all nominees WITHHOLD INSTRUCTION: To withhold authority
listed above AUTHORITY to to vote for any individual nominee,
(except as marked vote for all list nominee's name below.
to the contrary nominees
in the space listed above.
provided to the
right).
[ ] [ ]
2. TO APPROVE THE ARBOR PROPERTY 3. TO TRANSACT SUCH OTHER BUSINESS
TRUST INCENTIVE SHARE PLAN AS MAY PROPERLY COME BEFORE
THE MEETING.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE UNDERSIGNED HEREBY REVOKES ALL
PREVIOUS PROXIES FOR THE MEETING.
Dated: ______________________________ , 1994
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Signature of Shareholder
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Signature of Shareholder
NOTE: Please sign this Proxy exactly
as name(s) appear in address. When
signing as an attorney-in-fact, executor,
administrator, trustee or guardian,
please add your title as such.
