<PAGE>
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 (Amendment No. __________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
<TABLE>
<S> <C>
[_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
</TABLE>
G & L REALTY CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(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 transactions applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
<PAGE>
[LOGO OF G&L REALTY CORP]
G & L REALTY CORP.
439 N. Bedford Drive
Beverly Hills, CA 90210
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2000
Notice is hereby given that the Annual Meeting of Stockholders of G&L
Realty Corp. (the "Company") will be held at the Beverly Hilton Hotel, 9876
Wilshire Boulevard, Beverly Hills, California on June 15, 2000 at 9:00 a.m.
Pacific Daylight time, for the following purposes:
(1) To elect six directors to serve until the 2001 Annual Meeting of
Stockholders and until their successors are duly elected and qualify;
(2) To consider and vote upon ratification of the appointment by the Board
of Directors of Deloitte & Touche, LLP as independent accountants for the
Company for the year ending December 31, 2000; and
(3) To consider and act upon any other matter that may be properly brought
before the Annual Meeting and at any adjournment or postponement thereof.
Only Stockholders whose names appear of record on the books of the Company
at the close of business on April 30, 2000 are entitled to notice of, and to
vote at, such Annual Meeting or any adjournment or postponement thereof.
You are cordially invited to attend the meeting in person. Whether or not
you expect to attend this meeting, please sign and date the enclosed proxy and
return it as promptly as possible in the enclosed self-addressed, postage-
prepaid envelope. If you attend the Annual Meeting, you may vote your shares in
person, which will revoke any previously executed proxy. If your shares are held
of record by a broker, bank or other nominee and you wish to vote your shares at
the Annual Meeting, you must obtain from the record holder a proxy issued in
your name.
By Order of the Board of Directors
/s/ George I. Nagler
Secretary and General Counsel
Beverly Hills, California
April 30, 2000
<PAGE>
G & L REALTY CORP.
439 North Bedford Drive
Beverly Hills, CA 90210
--------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
JUNE 15, 2000
This proxy statement is furnished to the Stockholders of G&L Realty Corp.,
a Maryland corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders (the "Annual Meeting") to be held at the Beverly Hilton Hotel,
9876 Wilshire Boulevard, Beverly Hills, California at 9:00 a.m., Pacific
Standard time, on June 15, 2000, and at any adjournment or postponement thereof.
The principal executive offices of the Company are located at 439 North Bedford
Drive, Beverly Hills, California 90210. The approximate date on which this proxy
statement and form of proxy solicited on behalf of the Board of Directors is
expected to be sent to the Company's Stockholders is April 30, 2000.
At the Annual Meeting, the Company Stockholders will be asked:
(1) To elect 6 directors to serve until the 2001 annual meeting of
Stockholders and until their successors are duly elected and qualify;
(2) To consider and vote upon ratification of the appointment by the Board
of Directors of Deloitte & Touche, LLP as independent accountants for the
Company for the year ending December 31, 2000; and
(3) To consider and act upon any other matter that may be properly brought
before the Annual Meeting and at any adjournment or postponement thereof.
The cost of the solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, directors and officers of the Company, without
receiving any additional compensation, may solicit proxies personally or by
telephone. The Company will request brokerage houses, banks, and other
custodians or nominees holding stock in their names for others to forward proxy
materials to their customers or principals who are the beneficial owners of
shares and will reimburse them for their expenses in doing so. The Company has
retained the services of Chase Mellon Shareholder Services to assist in the
solicitation of proxies from brokerage houses, banks, and other custodians or
nominees holding stock in their names for others for a fee of approximately
$6,500, plus expenses.
On April 30, 2000, the record date for the determination of Stockholders
entitled to notice of, and to vote at, the Annual Meeting, the Company had
2,338,500 shares of common stock, par value $.01 per share (the "Common Stock"),
outstanding. Each such share of Common Stock is entitled to one vote on all
matters properly brought before the meeting. The Common Stock is the only class
of securities of the Company entitled to vote. The vote of a plurality of the
shares cast in person or by proxy is required to elect a nominee for director.
With respect to the election of each director at the Annual Meeting, each holder
of Common Stock is entitled to vote the number of shares owned by such
Stockholders. The six nominees who receive the greatest number of votes will be
elected. Stockholders are not entitled to cumulate their shares of Common Stock
for the purpose of electing directors or otherwise. The affirmative vote of a
majority of all votes cast is required for ratification of the appointment of
Deloitte & Touche, LLP to serve as the Company's independent accountants.
<PAGE>
Presence at the Annual Meeting, in person or by proxy, of holders entitled
to cast at least a majority of the outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the Annual Meeting.
Under Maryland law, abstentions and broker non-votes (i.e. proxies from brokers
or nominees that disclaim their authority to vote such shares on a particular
matter) will count toward the presence of a quorum. Abstentions are not counted
as votes cast and will have no effect on the vote for election of directors or
the ratification of the appointment of Deloitte & Touche, LLP.
Daniel M. Gottlieb, Steven D. Lebowitz and George I. Nagler, the persons
named as proxies on the proxy card accompanying this proxy statement, were
selected by the Board of Directors to serve in such capacity. Messrs. Gottlieb
and Lebowitz are each directors of the Company.
Unless contrary instructions are indicated on the proxy, all shares of
Common Stock represented by valid proxies received pursuant to this solicitation
(and not revoked before they are voted) will be voted at the Annual Meeting FOR
the nominees named below for election as directors and FOR the ratification of
the appointment of Deloitte & Touche, LLP as the Company's independent
accountants. With respect to any other business which may properly come before
the Annual Meeting and be submitted to a vote of Stockholders, proxies received
by the Board of Directors will be voted in accordance with the best judgment of
the designated proxy holders. It is not anticipated that any matter other than
those set forth in the proxy statement will be presented at the Annual Meeting.
A Stockholder of record may revoke his or her proxy at any time before exercise
by delivering to the Secretary of the Company a written notice of such
revocation, by filing with the Secretary of the Company a duly executed proxy
bearing a later date, or by voting in person at the Annual Meeting. Any
Stockholder of record as of the record date attending the Annual Meeting may
vote in person, whether or not a proxy has been previously given, but the
presence (without further action) of a Stockholder at the Annual Meeting will
not constitute revocation of a previously given proxy.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of the Company is currently comprised of six
members. All directors are elected each year at the Annual Meeting.
The Board of Directors has nominated Daniel M. Gottlieb, Steven D.
Lebowitz, Richard D. Lesher, Leslie D. Michelson, Charles P. Reilly and S. Craig
Tompkins to continue to serve as directors of the Company. Each of the nominees
is currently serving as a director of the Company. Proxies cannot be voted for a
greater number of persons than the number of nominees named. Accordingly,
proxies will only be voted for six directors.
In the absence of instructions to the contrary, the persons named as proxy
holders in the accompanying proxy intend to vote in favor of the election of the
nominees designated below, to serve until the next Annual Meeting and until
their respective successors are elected and qualify. The Board of Directors
expects that each of the nominees will be available to serve as a director, but
if any such nominee should become unavailable for election, the shares of Common
Stock represented by the enclosed proxy may (unless such proxy contains
instructions to the contrary) be voted for such other person or persons as may
be determined by the holders of such proxies or the Board may amend the Bylaws
to reduce the number of directors to be elected at the Annual Meeting.
Nominations of persons for election to the Board at the Annual Meeting may
be made by a Stockholder of record if the Stockholder submits the nomination in
compliance with the requirements of the Company's Bylaws. See "Other Matters -
Submission of Stockholder Proposal" for a summary of these requirements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES. PROXIES RECEIVED WILL BE VOTED FOR EACH OF THE NOMINEES UNLESS
STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.
2
<PAGE>
Information Regarding Nominees and Directors
The following table sets forth certain information with respect to the
nominees for director, based on information furnished to the Company by each
such nominee.
<TABLE>
<CAPTION>
Director
Name Age Position Since
---- --- -------- --------
<S> <C> <C> <C>
Daniel M. Gottlieb 59 Chief Executive Officer, Co-Chairman of the 1993
Board and Director
Steven D. Lebowitz 59 President, Co-Chairman of the Board and 1993
Director
Richard L. Lesher 66 Director 1993
Leslie D. Michelson 49 Director 1995
Charles P. Reilly 57 Director 1993
S. Craig Tompkins 49 Director 1993
</TABLE>
The following is a biographical summary of the experience of the directors
of the Company.
Mr. Gottlieb is the Chief Executive Officer and Co-Chairman of the Board of
the Company and has held these positions since the Company commenced operations
in 1993. Mr. Gottlieb co-founded G&L Development ("G&L Development") in 1976 and
has been a general partner of G&L Development and active in commercial real
estate management and development since that time. Mr. Gottlieb received his
B.A. with honors from the University of Southern California and earned a J.D.
from Boalt Hall School of Law at the University of California at Berkeley. Prior
to forming G&L Development, Mr. Gottlieb first served as a Los Angeles County
Deputy District Attorney for Beverly Hills and later entered private practice
specializing in real estate law and business management. Mr. Gottlieb has also
served on the Board of Directors of the United States Chamber of Commerce,
Washington, D.C. since February 1996.
Mr. Lebowitz is the President and Co-Chairman of the Board of the Company
and has held these positions since the Company commenced operations in 1993. Mr.
Lebowitz is the co-founder and a general partner of G&L Development and has been
active in the development, management and ownership of a wide range of real
estate properties since 1968. Mr. Lebowitz received a B.S. in Accounting from
the University of Southern California, where he also received his MBA with
highest honors in 1965. From 1962 to 1964, Mr. Lebowitz worked for Deloitte &
Touche LLP and was licensed as a Certified Public Accountant in 1964. From 1965
to 1968, Mr. Lebowitz worked with the U.S. Department of Commerce and the
Brookings Institution in Washington D.C. Mr. Lebowitz served on the Board of
Directors of the United States Chamber of Commerce, Washington, D.C. from 1989
to 1994.
Dr. Lesher has served as a director of the Company since the Company
commenced operations in 1993. Dr. Lesher is the immediate past President and
has been a member of the Board of Directors of the United States Chamber of
Commerce, Washington D.C. since 1975. He served on numerous committees of the
Board, including the Executive and Budget committees. In addition, Dr. Lesher is
a member of the Board of Directors of World Heart Corporation (Ottawa, Canada),
an artificial heart research and development company and AIT Corporation, a
high-tech company. Dr. Lesher received a B.B.A. from the University of
Pittsburgh in 1958, a M.S. from Pennsylvania State University in 1960 and a
D.B.A. from Indiana University in 1963.
Mr. Michelson has served as a director of the Company since 1995 and serves
as Chairman of the Company's Compensation Committee. Mr. Michelson has been
active in the creation and management of a number of health care companies. He
co-founded Protocare, a clinical trials and disease management company, and
currently serves as its Chairman and Co-CEO. Prior to forming Protocare, Mr.
Michelson was a founder, Chairman and co-Chief Executive Officer of Value Health
Sciences, Inc. Mr. Michelson is also a director of Catellus
3
<PAGE>
Development Corporation, an NYSE traded real estate developer. He served as
Special Assistant to the General Counsel of the U.S. Department of Health and
Human Services from 1979 to 1981. He received a B.A. from The Johns Hopkins
University and a J.D. from Yale Law School.
Mr. Reilly has served as a director of the Company since the Company
commenced operations in 1993. Mr. Reilly is the managing general partner of
Shamrock Investments, an investment and merchant banking firm that specializes
in the health care industry. Prior to forming Shamrock Investments in 1987, Mr.
Reilly served as Senior Executive Vice President and Chief Development Officer
for American Medical International, Inc. In this position, Mr. Reilly was
responsible for growth through the acquisition and development of new health
care facilities and related business in the United States and abroad. Mr. Reilly
was a member of American Medical International's Board of Directors and served
on its Finance, Management, and Executive Committees. Mr. Reilly is currently
the Chairman of the Board of Directors of Dynamic Health, Inc., an
owner/operator of acute care hospitals; and is the former Chairman of the Board
of Directors of Paragon Ambulatory Surgery Centers, Inc., an owner/operator of
freestanding ambulatory surgery centers. Mr. Reilly holds a law degree from the
University of Pennsylvania and a bachelor's degree in accounting and finance
from Pennsylvania State University. He has served as a director, trustee, and
governing council member of the Federation of American Healthcare Systems, the
National Committee for Quality Health Care and the American Hospital Association
and is a past President of the Beverly Hills Chamber of Commerce.
Mr. Tompkins has served as a director of the Company since the Company
commenced operations in 1993. Mr. Tompkins is the President and a director of
The Craig Corporation, a New York Stock Exchange company engaged in the
ownership and strategic management of its controlling interests in other
operating companies, including a 78% voting interest in Reading Entertainment,
Inc. ("Reading Entertainment") and a 40% interest in Citadel Holding
Corporation. Reading Entertainment, whose shares are quoted on the NASDAQ/NMS,
is principally in the beyond-the-home entertainment business, developing and
operating multiplex cinemas and entertainment centers in the United States,
Puerto Rico and Australia. Citadel Holding Corporation, is an American Stock
Exchange company, whose assets consist primarily of office buildings in
California and Arizona, certain agricultural property in Kern County,
California, and a preferred stock interest in Reading Entertainment. Mr.
Tompkins also serves on the Boards of Directors of Reading Entertainment (where
he is Vice-Chairman) and Citadel Holding Corporation (where he is also Vice-
Chairman). Mr. Tompkins has served, since the third quarter of 1994, as the
Secretary, Treasurer and Principal Accounting Officer of Citadel Holding
Corporation and since 1997 as the President of Citadel's agricultural
subsidiary; Citadel Agricultural, Inc. Beginning in 1984 and prior to joining
Craig and Reading Entertainment in March 1993, Mr. Tompkins was a partner
specializing in corporate and real estate law in the law firm of Gibson, Dunn &
Crutcher LLP. Mr. Tompkins holds a bachelor's degree from Claremont McKenna
College and a J.D. from Harvard Law School.
The Board of Directors and its Committees
Board of Directors. The Company is managed under the direction of a Board
of Directors, a majority of whom are independent of the Company's management.
The Board currently consists of six members. The Board of Directors met seven
times in 1999. Each of the directors attended all of the meetings of the Board
of Directors and of each committee on which he served during the year. The
Board of Directors has Executive, Audit, Compensation and Strategic Planning
Committees. The Board does not have a nominating committee.
Executive Committee. The Executive Committee of the Board of Directors
consists of Messrs. Gottlieb, Lebowitz, Reilly and Tompkins. The Executive
Committee has such authority as is delegated by the Board of Directors,
including to authorize (i) the acquisition and disposition of real property and
(ii) the execution of certain contracts and agreements. The Executive Committee
held four meetings in 1999. All of the Executive Committee members attended
every meeting.
4
<PAGE>
Audit Committee. The Audit Committee consists of Messrs. Michelson and
Tompkins. The function of the Audit Committee is to make recommendations
concerning the engagement of independent public accountants, review with the
independent public accountants the plans and results of the audit engagement,
approve professional services provided by the independent public accountants,
review the independence of the independent public accountants, consider the
range of audit and non-audit fees and review the adequacy of the Company's
internal accounting controls. The Audit Committee held two meetings in 1999.
All Audit Committee members attended both meetings.
Compensation Committee. The Compensation Committee consists of Messrs.
Michelson and Lesher. The Compensation Committee determines officers' salaries
and bonuses and administers the Company's 1993 Stock Incentive Plan. The
Compensation Committee held no meetings in 1999.
Strategic Planning Committee. The Strategic Planning Committee consists of
Messrs. Gottlieb, Lebowitz and Tompkins. The function of the Strategic Planning
Committee is to develop plans concerning the future growth and opportunities of
the Company. The Strategic Planning Committee held one meeting in 1999. The
meeting was attended by all members.
Compensation of Directors
The Company pays an annual fee of $12,000 plus a fee of $1,000 for
attending regular meetings and $500 for attending committee meetings to its
directors who are not employees of the Company. Employees of the Company who
are also directors are not paid any director fees. Messrs. Gottlieb and
Lebowitz are the only directors who are also employees of the Company. The
reasonable expenses incurred by each director in connection with the performance
of the director's duties are also reimbursed by the Company. In addition,
pursuant to the 1993 Stock Incentive Plan, each nonemployee director is
automatically granted an option to purchase 500 shares of Common Stock each year
on the first business day after the date of the Annual Meeting and each person
who becomes a nonemployee director is granted an option to purchase 3,000 shares
of Common Stock upon joining the Board of Directors. The exercise price of
these option grants is equal to 100% of the fair market value of the Common
Stock at the date of grant.
On September 1, 1999, Messrs. Lesher, Michelson, Reilly and Tompkins were
each granted an option to purchase 500 shares of Common Stock at a price of
$10.50 per share. These options became fully exercisable on March 1, 2000. The
options generally expire on the earlier of the first anniversary of the date
upon which the director shall cease to be a director as a result of death or
total disability, the 90th day after the date upon which the director shall
cease to be a director for any other reason or ten years after the date of
grant.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of April 30, 2000 regarding
the beneficial ownership of Common Stock, Preferred Stock and Operating
Partnership Units ("Units") by (i) each person or company known by the Company
to be the beneficial owner of more than 5% of the Company's outstanding shares
of Common Stock, (ii) each director of the Company, (iii) each of the named
Executive Officers of the Company and (iv) the directors and executive officers
of the Company as a group. As of April 30, 2000 the Company had 2,338,500
shares of Common Stock outstanding. In addition there were 625,272 Units
outstanding which were not owned by the Company.
Each person named in the table has sole voting and investment power with
respect to all shares shown as beneficially owned by such person except as
provided under applicable state marital property laws or as set forth in the
notes following the table.
<TABLE>
<CAPTION>
Number of Percentage of Percentage Number of
Shares of Shares of Interest In Percentage Shares of
Name and address Common Common Stock Number of Operating Ownership in Preferred
of Beneficial Owner Stock(1) Outstanding(2) Units(3) Partnership(4) Company(5) Stock
------------------ ---------- ---------------- ------------ -------------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Gottlieb (6)............ 393,922 15.9% 300,771 10.1% 22.4% --
439 N. Bedford Drive
Beverly Hills, CA 90210
Steven D. Lebowitz (7)............ 321,883 13.0 263,887 8.9 18.9 --
439 N. Bedford Drive
Beverly Hills, CA 90210
Richard Lesher.................... 9,500 * -- -- * --
1126 Cider Press Road
Chambersburg, PA 17201
Leslie D. Michelson............... 5,000 * -- -- * --
2400 Broadway, Suite 100
Santa Monica, CA 90404
George I. Nagler.................. 13,333 * -- -- * --
439 N. Bedford Drive
Beverly Hills, CA 90210
John H. Rauch..................... 15,000 * -- -- * --
439 N. Bedford Drive
Beverly Hills, CA 90210
Charles P. Reilly................. 5,500 * -- -- * --
2049 Century Park East
Suite 3330
Los Angeles, CA 90067
S. Craig Tompkins (8)............. 11,000 * -- -- * 2,000
550 South Hope Street
Suite 1825
Los Angeles, CA 90071
Directors and Executive Officers 780,472 31.5% 564,658 19.0% 43.4% 2,000
as a group (9 persons)
* Less than 1%
See numbered footnotes on the following page.
</TABLE>
(1) The number of shares beneficially owned includes shares that the following
individuals have the right to acquire within 60 days of April 30, 2000 upon
exercise of stock options, but not shares that such individuals have the
right to acquire upon exchange of Units, in the following amounts: (a)
33,500 shares as to Messrs. Gottlieb and Lebowitz, (b) 5,333 as to Mr.
Hamer, (c) 1,000 shares as to Dr. Lesher, (d) 13,333 shares as to Mr.
Nagler, (e) 15,000 shares as to Mr. Rauch, (f) 5,500 shares as to each of
Messrs. Reilly and Tompkins and (g) 5,000 shares as to Mr. Michelson.
6
<PAGE>
(2) For the purposes of determining the percentage of outstanding Common Stock
held by each person or group set forth in the table, the number of shares
indicated as beneficially owned by such person or group is divided by the
sum of the number of outstanding shares of Common Stock as of April 30,
2000 plus the number of shares of Common Stock subject to options
exercisable currently or within 60 days of April 30, 2000 by such person or
group, in accordance with Rule 13d-3(d)(1) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Assumes that none of the
outstanding Units of the Company are converted into shares of Common Stock.
(3) Units in the Operating Partnership (other than those held by the Company)
are at the option of the holder either convertible into shares of Common
Stock or redeemable for cash at the date one year from the date of
issuance. Upon the exercise of such option, the Company has the right to
elect either to convert or redeem. All Units are currently convertible or
redeemable. The initial conversion ratio is one Unit for one share of
Common Stock.
(4) Based on a total of 2,963,772 Units outstanding, including the 2,338,500
Units held by the Company as of April 30, 2000.
(5) Assumes that all Units held by the person or group and all options
exercisable within 60 days of April 30, 2000 held by the person or group
are converted into shares of Commons Stock and that none of the Units held
by other persons are converted into Shares of Common Stock, notwithstanding
the percentage limitations under the Company's Charter that limit the
number of shares that may be acquired by such person.
(6) Mr. Gottlieb has pledged 92,590 shares of Common Stock and 239,219 Units to
Reese Milner, members of the Milner family and related entities to secure
certain indebtedness. In addition his remaining 267,832 shares of Common
Stock and 61,552 Units have been pledged to various financial institutions
to secure other indebtedness. In October 1999, Mr. Gottlieb sold 17,410
shares of Common Stock to the Company through the Company's $10.5 million
tender offer in order to pay down certain indebtedness secured by the
stock.
(7) Mr. Lebowitz has pledged 90,755 shares of Common Stock and 159,480 Units to
Mr. Milner, members of the Milner family and related entities to secure
certain indebtedness. In addition, his remaining 195,168 shares of Common
Stock and 104,407 Units have been pledged to various financial institutions
to secure other indebtedness. Also includes 2,460 shares of Common Stock
held in trust for the benefit of Mr. Lebowitz's children. In October 1999,
Mr. Lebowitz sold 14,245 shares of Common Stock to the Company through the
Company's $10.5 million tender offer in order to pay down certain
indebtedness secured by the stock.
(8) Includes 1,400 shares of Common Stock held in trust for the benefit of Mr.
Tompkins' child's trust account, as to which Mr. Tompkins disclaims
beneficial ownership.
7
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of each of the
Company's executive officers. Subject to rights pursuant to any employment
agreements, officers of the Company serve at the pleasure of the Board of
Directors.
<TABLE>
<CAPTION>
Officer
Name Age Position Since
---- --- -------- -------
<S> <C> <C> <C>
Daniel M. Gottlieb 59 Chief Executive Officer and Co-Chairman of the Board 1993
Steven D. Lebowitz 59 President and Co-Chairman of the Board 1993
John H. Rauch 69 Senior Vice President, Operations 1996
George I. Nagler 63 Vice President, General Counsel and Secretary 1998
David E. Hamer 26 Vice President, Chief Accounting Officer 1998
</TABLE>
The following is a biographical summary of the experience of the executive
officers of the Company. For the biographical summary of the experience of
Messrs. Gottlieb and Lebowitz, see the biographical summary of the experience of
the directors of the Company.
Mr. Rauch has been Senior Vice President, Operations for the Company since
1996. Mr. Rauch is responsible for the asset management of all of the Company's
medical office buildings. From 1975 to 1996 he was founder and President of
Camden Consultants, Inc., an economic consulting firm providing clients with
real estate and corporate planning information. Mr. Rauch was President of
Beverly Hills Bancorp from 1968 to 1975. Mr. Rauch received his law degree from
the University of Southern California with honors in 1961 and his bachelor's
degree in economics from the University of California, Los Angeles in 1954.
Mr. Nagler has been Vice President, General Counsel and Secretary for the
Company since 1998. Mr. Nagler has been in the private practice of law for over
30 years with an emphasis on real estate, business planning, corporate and
general business matters. Mr. Nagler received his law degree from Harvard Law
School Cum Laude and a Bachelor of Commerce from the University of British
Columbia with first class honors. He is currently a member of the Beverly Hills,
Los Angeles County and California Bar Associations. He was also a past chairman
of the Tax Subcommittee of the Real Estate Section of the Los Angeles County Bar
Association.
Mr. Hamer has been Controller and Chief Accounting Officer of the Company
since 1998. In March 2000, the Board of Directors elected Mr. Hamer as a Vice
President. Mr. Hamer worked for Deloitte & Touche LLP from 1995 to 1998
specializing in real estate. He graduated from the University of California,
Los Angeles in 1995 with a Bachelor of Arts degree in political science and a
specialization in business administration. Mr. Hamer is a registered Certified
Public Accountant.
8
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information with respect to the
chief executive officer of the Company and the three other most highly
compensated executive officers of the Company whose cash compensation exceeded
$100,000 during the fiscal year ended December 31, 1999 (collectively, the
''Named Executive Officers''). The Company did not grant any restricted stock
awards or stock appreciation rights or make any long-term incentive plan payouts
during such period.
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Annual Compensation Securities
Fiscal Year ------------------- Underlying
Ended Other Annual Options/
Name and Principal Position December 31 Salary($) Bonus($) Compensation($) SARS(#)
- --------------------------- ----------- --------- -------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Daniel M. Gottlieb.............
Chief Executive Officer, 1999 $255,000 --- --- ---
Co-Chairman of the Board 1998 255,000 --- --- ---
and Director 1997 230,000 $25,000 $725,500(1) ---
Steven D. Lebowitz.............
President, Co-Chairman 1999 $255,000 --- --- ---
of the Board and Director 1998 255,000 --- --- ---
1997 230,000 $25,000 $725,200(1) ---
John H. Rauch..................
Senior Vice President 1999 $ 80,000 $20,000 --- ---
1998 108,864 10,000 --- ---
1997 103,680 10,000 --- ---
George I. Nagler...............
Vice President, General 1999 $150,000 $ 5,000 --- ---
Counsel and Secretary 1998 100,000(2) 25,000 --- 20,000
1997 --- --- --- ---
- ---------------------------------------------------------------------------------------------------------
</TABLE>
______________________
(1) On December 18, 1997, Messrs. Gottlieb and Lebowitz exercised options
acquiring 67,000 shares of Common Stock each. The Company received cash of
approximately $645,000 from each of Messrs. Gottlieb and Lebowitz as a
result of these option exercises. Other compensation includes taxable
income to Messrs. Gottlieb and Lebowitz in the amount of $708,000 each
based upon the difference between the exercise price of $9.625 per share
and the closing price of $20.1875 per share on December 18, 1997. During
1997, the Company also paid $17,500 and $17,200 for life insurance premiums
for the benefit of Messrs. Gottlieb and Lebowitz, respectively.
(2) Messr. Nagler joined the Company in March 1998. On an annualized basis,
Messr. Nagler would have earned a base salary of $120,000 in 1998.
9
<PAGE>
Employment Agreements and Arrangements
In December 1993, each of Daniel M. Gottlieb and Steven D. Lebowitz entered
into separate but identical employment agreements with the Company and the
Operating Partnership for a term of three years. The agreements provide for
automatic renewal for succeeding terms of one year unless the Company or Messrs.
Gottlieb or Lebowitz give notice at least three months prior to expiration of
any term. The employment agreements provide for automatic annual increases in
base compensation equal to 5% per annum; however, the Compensation Committee of
the Board of Directors may review the annual base compensation every twelve
months in light of various factors, and following each such review, the annual
base compensation may be increased above the 5% automatic increase.
In addition, each of Messrs. Gottlieb and Lebowitz are entitled to receive
an annual bonus as determined by the Compensation Committee in an amount not to
exceed a maximum of 100% of annual base compensation. Furthermore, each
agreement provides that Messrs. Gottlieb and Lebowitz are entitled: (i) to
participate in all medical, dental, life insurance, retirement, profit sharing,
stock incentive, disability and bonus plans of the Company which may be made
available to executives of the Company (only medical plans presently exist) and
(ii) to severance payments, under certain circumstances, equal to two times
their then-current annual compensation.
The agreements require Messrs. Gottlieb and Lebowitz to devote
substantially all of their working time and best efforts to performance of their
duties for the Company and, during the term of their employment, prohibits them,
with certain exceptions, from directly or indirectly owning or operating or
otherwise investing or participating in any other business that is in
competition with the business of the Company without the prior approval of a
majority of the independent members of the Board of Directors of the Company.
Option Grants for 1999 and 2000
No options were granted to any of the Named Executive Officers during the
fiscal year ended December 31, 1999. On February 29, 2000, the Board of
Directors granted 50,000 non-qualified Common Stock options to each of Messrs.
Gottlieb and Lebowitz. The exercise price of the options was $8.875, the
closing price of the Company's Common Stock on February 29, 2000. The options
vest evenly over three years.
Aggregated Option Exercises in 1999 and Options Values at December 31, 1999
The following table sets forth information with respect to options
exercised and the value of unexercised options held by the Named Executive
Officers as of the end of the fiscal year ended December 31, 1999. All options
were granted pursuant to the Company's 1993 Stock Incentive Plan, as amended.
<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised In-The-Money
Number of Options at Options at
Shares Fiscal Year End (#) Fiscal Year End ($) (1)
Name and Principal Acquired on Value Realized ------------------- -----------------------
Position Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ------------- -------------- ------------ --------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Gottlieb........ --- --- 33,500 --- --- ---
Chief Executive Officer
and Co-Chairman of the
Board
Steven D. Lebowitz........ --- --- 33,500 --- --- ---
President and Co-
Chairman of the Board
</TABLE>
10
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
John H. Rauch............. --- --- 15,000 --- --- ---
Senior Vice President
George I. Nagler.......... --- --- 6,666 13,334(2) --- ---
Vice President, General
Counsel and Secretary
</TABLE>
- --------------------
(1) This amount represents solely the difference between the market value at
December 31, 1999 ($8.8125) of those unexercised options which had an
exercise price below such market price (i.e., "in-the-money options") and
the respective exercise prices of the options. No assumptions or
representations regarding the "value" of such options are made or intended.
(2) The stock options are exercisable as follows: 13,333 shares of Common Stock
at $17.375 per share, 6,667 on April 15, 2000 and 6,667 on April 15, 2001.
11
<PAGE>
COMPENSATION COMMITTEE REPORT
The following Report of the Compensation Committee and the Stock
Performance Graph included in this proxy statement shall not be deemed filed
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, except to the extent the Company specifically incorporates
this Report or the Stock Performance Graph by reference therein, and shall not
be deemed soliciting material or otherwise deemed filed under either of such
Acts.
The Compensation Committee is chartered to establish the general
compensation policy of the Company, to review and approve compensation of the
executive officers of the Company and to administer all of the Company's
employee benefit plans. The Compensation Committee reviews the overall
compensation program of the Company to assure that it (i) is reasonable and
consistent with competitive practices, (ii) adequately recognizes performance,
and (iii) meets overall Company compensation and business objectives. Messrs.
Lesher and Michelson are the two members of the Compensation Committee.
Compensation Philosophy
Objectives. The primary focus of the Company's compensation program is to
create value for Stockholders. The Committee attempts to promote desired
financial and operational results by attracting, motivating and retaining key
employees with outstanding ability. In addition, the compensation program is
designed to promote teamwork, initiative and resourcefulness on the part of key
employees whose performance and responsibilities directly affect Company
profits. In this regard, the compensation program is designed to balance short
and long-term incentive compensation to achieve desired results and above all to
pay for performance.
Elements. The Company's executive compensation is based on three components
designed in each case to accomplish the Company's compensation philosophy.
Base Salary. Salaries for Messrs. Gottlieb and Lebowitz are reviewed
by the Compensation Committee on an annual basis and may be increased based
upon an assessment of each individual's contribution to the asset and
financial growth of the Company as well as competitive pay levels. Based
on the 1997 annual review of the Compensation Committee, Messrs. Gottlieb
and Lebowitz were granted a base salary increase of $25,000, or 10.9%,
effective January 1, 1998. Based on the Company's performance during 1998
and 1999, Messrs. Gottlieb and Lebowitz waived their right to receive the
automatic 5% salary increase for 1999 and 2000 pursuant to their employment
agreements; thus, the Compensation Committee did not meet in 1999 or 2000
to review the salaries of Messrs. Gottlieb and Lebowitz.
Bonus. In December 1995, the Compensation Committee adopted an annual
incentive program for Messrs. Gottlieb and Lebowitz based upon the
accomplishment of specific predetermined performance objectives which are
linked to the Company's business plan and approved annually by the
Compensation Committee. Under this program, incentive compensation is
associated with specific performance objectives. In addition, pursuant to
their employment agreements; each of Messrs. Gottlieb and Lebowitz is
entitled to receive an annual bonus equal to 20% of his base salary based
on a 5% increase in funds from operations ("FFO") per share above the prior
year's amount and an additional 8% of base salary for each additional 1%
increase in FFO per share up to a maximum of 100% of annual base
compensation. The annual bonus available to Messrs. Gottlieb and Lebowitz
is equal to the greater of (x) the annual bonus as determined by the
percentage point increase in the Company's FFO as contained in their
employment agreements, or (y) the incentive compensation associated with
specific objectives outlined in the Company's business plan. Based on the
Company's performance during 1999, Messrs. Gottlieb and Lebowitz were
granted no bonus for 1999. The remaining executive officers of the Company
were given bonuses for 1999 based upon the evaluation of their performances
by Messrs. Gottlieb and Lebowitz.
12
<PAGE>
Stock Options. The Compensation Committee may grant stock options and
restricted stock to executives and other key employees of the Company
pursuant to the 1993 Stock Incentive Plan. In determining the grants of
stock options and restricted stock the Compensation Committee will take
into account, among other things, the respective scope of responsibility
and the anticipated performance requirements and contributions to the
Company of each proposed award recipient as well as the amount of prior
grants. Stock options are designed to align the interest of executives
with those of the Stockholders. The Committee is currently contemplating
various methods to provide additional incentives to management and
employees of the Company, including granting additional stock options. The
Compensation Committee believes that significant equity interests in the
Company held by the Company's management serve to retain and motivate
management.
On February 29, 2000, the Board of Directors granted 50,000 non-
qualified Common Stock options to each of Messrs. Gottlieb and Lebowitz.
The exercise price of the options was $8.875, the closing price of the
Company's Common Stock on February 29, 2000. The Board determined that
both officers are deserving of such options because they are underpaid for
the value they add to the Company. The Board also noted that these two
officers had been materially and adversely affected by the new dividend
policy adopted in the last quarter of 1999, neither officer received any
bonus during 1999 or 2000 and the two officers have agreed to forgo any
salary increase in 1999 and 2000 including waiving the automatic 5% salary
increase each is otherwise entitled to under their respective employment
agreements.
Section 162(m). The Commission requires that this Report comment upon the
Company's policy with respect to Section 162(m) of the Code, which limits the
deductibility of compensation over $1 million to certain executive officers
unless, in general, the compensation is paid pursuant to a plan which is
performance related, non-discretionary and has been approved by the Company's
Stockholders. The Company did not pay any compensation in 1999 that would be
subject to the Section 162(m) limitation. The Compensation Committee intends to
establish policies regarding qualification of compensation under Section 162(m)
of the Code to the extent it considers such policies appropriate.
Members of the Compensation Committee
Richard L. Lesher
Leslie D. Michelson
13
<PAGE>
STOCK PERFORMANCE GRAPH
The graph below compares cumulative total return of the Company, the S&P
500 Index and the Equity REIT Total Return Index ("REIT Equity Index") of the
National Association of Real Estate Investment Trusts ("NAREIT") from December
31, 1993 to December 31, 1999. The REIT Equity Index includes REITs with 75% or
more of their gross invested book value of assets invested directly or
indirectly in the equity ownership of real estate.
The graph assumes that the shares of the Company's Common Stock were
purchased at the IPO price of $18.25 per share and that the value of the
investment in each of the Common Stock and the indices was $100 at the beginning
of the period. The graph further assumes reinvestment of dividends. The
initial period for the REIT Equity Index is February 28, 1994 because it is only
published monthly based on the last closing prices of the preceding month.
Upon written request to the Secretary of the Company, the Company will
provide any stockholder with a list of the REITs included in the REIT Equity
Index. The historical information set forth below is not necessarily indicative
of future performance. Data for the REIT Equity Index and the S&P 500 Index
were provided to the Company by McDonald & Co.
Period Ending
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
--------- --------- --------- --------- --------- --------- ---------
G&L Realty Corp................. $ 100.00 $ 83.82 $ 73.59 $ 132.76 $ 179.62 $ 119.24 $ 89.45
S&P 500......................... 100.00 101.31 139.23 171.19 228.32 293.57 355.30
REIT Equity Index............... 100.00 103.17 118.92 160.86 193.45 159.59 152.22
</TABLE>
[GRAPH APPEARS HERE]
14
<PAGE>
Certain Relationships and Related Transactions
The Company has adopted a policy pursuant to which material transactions
between the Company and its executive officers, directors and principal
Stockholders (i.e., Stockholders owning beneficially 5% or more of the
outstanding voting securities of the Company) are submitted to the Board of
Directors for approval by a disinterested majority of the directors voting with
respect to the transaction. For this purpose, a transaction is deemed material
if such transaction, alone or together with a series of similar transactions
during the same fiscal year, involves an amount which exceeds $60,000.
On April 15, 1999, the Company borrowed $2.0 million from Reese L. Milner,
a director of the Company at the time and an Operating Partnership unit holder
of the Company. The loan bore interest at 12% per annum and was due on May 15,
1999. The Company also paid a loan fee of $20,000 to Mr. Milner. The loan was
secured by a first trust deed against a parcel of real property owned by the
Company. On May 13, 1999, the loan was extended until new financing on the
collateralized property was obtained. The Company repaid the loan plus all
accrued interest on June 13, 1999.
On May 4, 1999, the Company sold a vacant parcel of real property for $1.6
million to the Craig Corporation, whose president is S. Craig Tompkins, a
director of the Company. The Company had the option to repurchase the property
beginning on November 5, 1999 and ending on December 3, 1999 for $1.8 million
plus any costs incurred by the Craig Corporation with respect to the property.
Beginning on January 24, 2000 and ending on January 31, 2000, the Craig
Corporation had the option to sell the property to the Company for $1.9 million.
Thereafter, the option sale price would have increased at a rate of 3% per
month, adjusted pro rata for any periods of less than one month. The Company
accounted for this transaction in accordance with FAS 66 "Accounting for Sales
of Real Estate" and treated this sale as a financing transaction. This amount
was repaid on November 2, 1999 for $1.76 million.
On May 18, 1999, the Company entered into an agreement with the Craig
Corporation, whose president is S. Craig Tompkins, a director of the Company,
whereby the Craig Corporation would purchase up to 36,000 shares of the
Company's common stock on the open market and the Company would have the option
to purchase these shares from the Craig Corporation on or before December 3,
1999 at the Craig Corporation's cost plus a premium of 20% per annum, less any
dividends received. After December 3, 1999, the Craig Corporation had the
option to sell the shares to the Company between January 24 and January 31, 2000
at its cost plus a premium of 25% per annum. Thereafter, the option sale price
would have increased at a rate of 3% per month. The exercise of the Company's
option was contingent upon the exercise of the Company's option to repurchase
the vacant parcel of land from the Craig Corporation discussed above. On
December 29, 1999, the Company purchased 34,400 shares of the Company's common
stock for $404,000. This amount included $44,000 in interest.
On February 7, 2000, the Board of Directors of the Company unanimously
approved the guarantee of a $500,000 line of credit from Tokai Bank to each of
Daniel M. Gottlieb and Steven D. Lebowitz, both directors and officers of the
Company, for a total of $1 million. In addition, on February 29, 2000, the
board of directors granted 50,000 non-qualified Common Stock options to each of
Messrs. Gottlieb and Lebowitz. The exercise price of the options was $8.875,
the closing price of the Company's Common Stock on February 29, 2000.
15
<PAGE>
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, on the recommendation of the Audit Committee, has
appointed Deloitte & Touche LLP, certified public accountants, as the
independent auditors of the Company for the fiscal year ending December 31,
2000. Deloitte & Touche LLP has served as the principal independent public
accountants for the Company since its formation in 1993. Deloitte & Touche LLP
has advised the Company that it has no direct or indirect financial interest in
the Company or any of its subsidiaries, and that it has had, since the Company's
organization, no connection with the Company or any of its affiliates other than
as independent auditors and related activities.
The financial statements of the Company for the period ended December 31,
1999, and report of the auditors thereon, will be presented at the Annual
Meeting. Deloitte & Touche LLP will have a representative present at the
meeting who will have an opportunity to make a statement if he or she so desires
and to respond to appropriate questions.
During 1999, Deloitte & Touche LLP provided services consisting of the
audit of the financial statements of the Company for the year ended December 31,
1999, consultations with respect to the Company's quarterly financial
statements, reports and registration statements filed with the Securities and
Exchange Commission, consultation relating to tax matters including preparation
of the Company's tax returns and other pertinent matters.
If the Stockholders of the Company do not ratify the selection of Deloitte
& Touche LLP, or if such firm should decline decline to act or otherwise become
incapable of acting, or if the employment should be discontinued, the Board of
Directors, on the recommendation of the Audit Committee, will appoint substitute
independent public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE YEAR ENDED DECEMBER 31, 2000. PROXIES RECEIVED WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.
OTHER MATTERS
Submission of Stockholder Proposals. For a matter to be properly presented
at the Annual Meeting by a stockholder, the Secretary of the Company must have
received written notice thereof after March 6, 2000 and before April 6, 2000, as
specified in the Company's Bylaws.
A stockholder proposal submitted pursuant to Exchange Act Rule 14a-8 for
inclusion in the Company's proxy statement and form of proxy for the 2001 Annual
Meeting of Stockholders must be received by the Company before March 17, 2001.
Such a proposal must also comply with the requirements as to form and substance
established by the Commission for such proposals. A stockholder otherwise
desiring to bring a proposal before the 2001 Annual Meeting of Stockholders
(including generally any proposal relating to the nomination of a director to be
elected to the Board of Directors) must deliver the proposal to the principal
executive officers of the Company between March 17, 2001 and April 16, 2001 (not
less than 60 or more than 90 days prior to the first anniversary of the previous
year's annual meeting). Any such proposal should be mailed to: G&L Realty
Corp., 439 N. Bedford Drive, Beverly Hills, California, 90210, Attn: Secretary.
Copies of the Charter and Bylaws may be obtained by providing a written request
to the Secretary of the Company at that address.
Section 16(a) Beneficial Ownership Reporting Compliance. Based solely upon
a review of Securities and Exchange Commission Forms 3, 4 and 5 furnished to the
Company and certain written representations, the Company believes that all
reports required by Section 16(a) of the Securities and Exchange Act of 1934
with respect to the Company's fiscal year ended December 31, 1999 have been
filed by its officers and directors.
16
<PAGE>
Other Matters. The Board of Directors of the Company knows of no matters
to be presented at the Annual Meeting other than those described in this proxy
statement. Other business may properly come before the meeting, and in that
event it is the intention of the persons named in the accompanying proxy to vote
in accordance with their judgment on such matters.
Annual Report. The Company's Annual Report, including the Company's
audited financial statements for the year ended December 31, 1999, is being
mailed herewith to all Stockholders of record. The Annual Report however is not
part of the proxy solicitation material.
17
<PAGE>
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE ACCOMPANYING
PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
George I. Nagler
Secretary and General Counsel
Beverly Hills, California
April 30, 2000
18
<PAGE>
G & L REALTY CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON JUNE 15, 2000
<TABLE>
<S> <C>
P The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders
R of G&L Realty Corp. (the "Company") and the accompanying Proxy Statement. This proxy
O revokes all prior proxies and appoints each of Daniel M. Gottlieb, Steven D. Lebowitz and
X George I. Nagler proxies of the undersigned, each with full power of substitution, to
Y represent the undersigned, and to vote all shares of Common Stock of the Company owned by
the undersigned, at the Annual Meeting of Stockholders of the Company to be held at the
Beverly Hilton Hotel, 9876 Wilshire Boulevard, Beverly Hills, California, on June 15, 2000
at 9:00 a.m., local time, and at any adjournment(s) or postponement(s) of the meeting, with
all powers the undersigned would be entitled to vote if personally present.
1. ELECTION OF DIRECTORS [_] FOR all nominees listed below (except as marked to the contrary below)
[_] WITHHOLD AUTHORITY to vote for all nominees listed below
(Instruction: To withhold authority to vote for any individual nominee, strike a line
through the nominee's name on the list below.)
Daniel M. Gottlieb Steven D. Lebowitz Richard L. Lesher
Leslie D. Michelson Charles P. Reilly S. Craig Tompkins
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS OF
THE COMPANY FOR 2000.
[_] FOR
[_] AGAINST
[_] ABSTAIN
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS OF THE MEETING AND AS TO WHICH THE UNDERSIGNED HEREBY CONFERS
DISCRETIONARY AUTHORITY.
This proxy when properly executed will be voted in the manner directed above by the
undersigned Stockholder. If no direction is made, this proxy will be voted FOR Proposal 1,
FOR Proposal 2, FOR Proposal 3 and in the discretion of the proxies on any matters arising
under Proposal 4.
Dated: 2000
-------------------------------------------- ---------------------------------
PLEASE MARK/SIGN, DATE AND RETURN THIS PROXY Signature
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
---------------------------------
Signature if held jointly
Please sign exactly as your name is printed. When shares are held by joint tenants, both should sign. When signing as an
attorney, executor, administrator, trustee or guardian, please give your full title as such. If a corporation, please sign
the full corporate name by the President or other authorized officer. If a partnership, please sign in partnership name by
an authorized person.
</TABLE>
