<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
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 (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
GLIMCHER REALTY TRUST
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
LOGO
GLIMCHER REALTY TRUST
20 South Third Street
Columbus, Ohio 43215
March 31, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 annual meeting of shareholders
which will be held on Friday, May 15, 1998, beginning at 11:00 a.m. at The Hyatt
on Capitol Square, 75 East State Street, Columbus, Ohio 43215.
Information about the meeting and the various matters on which the common
shareholders will act is included in the Notice of Annual Meeting of
Shareholders and Proxy Statement which follow. Also included is a Proxy Card and
postage paid return envelope.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend, we hope that you will complete and return your Proxy
Card in the enclosed envelope as promptly as possible.
Sincerely,
/s/ Herbert Glimcher
HERBERT GLIMCHER
Chairman
<PAGE> 3
GLIMCHER REALTY TRUST
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 1998
------------------------
The annual meeting of shareholders of Glimcher Realty Trust (the "Company")
will be held at The Hyatt on Capitol Square, 75 East State Street, Columbus,
Ohio 43215 on Friday, May 15, 1998 at 11:00 a.m., local time, for the following
purposes:
1. To elect three trustees to serve until the 2001 annual meeting of
shareholders and until their successors are elected and qualify.
2. To approve the Company's 1997 Incentive Plan.
3. To ratify the appointment of Coopers & Lybrand L.L.P. as the Company's
independent public accountants for the fiscal year ending December 31,
1998.
4. To transact such other business as may properly come before the meeting
or any adjournment(s) or postponement(s) thereof.
The Board of Trustees has fixed March 23, 1998 as the record date for
determining the common shareholders entitled to receive notice of and to vote at
the meeting.
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING.
By Order of the Board of Trustees
/s/ George A. Schmidt
GEORGE A. SCHMIDT
Secretary
March 31, 1998
Columbus, Ohio
<PAGE> 4
logo
GLIMCHER REALTY TRUST
20 SOUTH THIRD STREET
COLUMBUS, OHIO 43215
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1998
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees of Glimcher Realty Trust, a Maryland real estate
investment trust (the "Company"), of proxies from the holders of the Company's
issued and outstanding common shares of beneficial interest, $.01 par value per
share (the "Common Shares"), to be used at the Annual Meeting of Shareholders to
be held on Friday, May 15, 1998 at The Hyatt on Capitol Square, 75 East State
Street, Columbus, Ohio 43215 at 11:00 a.m., local time, and any adjournment(s)
or postponement(s) of such meeting (the "Annual Meeting"), for the purposes set
forth in the accompanying Notice of Annual Meeting.
This Proxy Statement and enclosed form of proxy are first being mailed to
the holders of Common Shares of the Company on or about March 31, 1998.
At the Annual Meeting, the holders of Common Shares of the Company will be
asked to consider and vote upon the following proposals (the "Proposals"):
1. The election of three trustees to serve until the 2001 annual meeting of
shareholders and until their successors are elected and qualify;
2. The approval of the Company's 1997 Incentive Plan (the "1997 Plan");
3. The ratification of the appointment of Coopers & Lybrand L.L.P. as
independent public accountants for the fiscal year ending December 31,
1998; and
4. Such other business as may properly come before the Annual Meeting.
Only the holders of record of the Common Shares at the close of business on
March 23, 1998 (the "Record Date") are entitled to notice of and to vote at the
Annual Meeting. Each Common Share is entitled to one vote on all matters. As of
the Record Date, 23,680,812 Common Shares were outstanding.
A majority of the Common Shares outstanding must be represented at the
Annual Meeting in person or by proxy to constitute a quorum for the transaction
of business at the Annual Meeting.
In order to be elected as a trustee, a nominee must receive a plurality of
all the votes cast at the Annual Meeting (Proposal 1). The affirmative vote of
the holders of at least a majority of the votes cast at the Annual Meeting is
required to approve the 1997 Plan and ratify the appointment of Coopers &
Lybrand L.L.P. as the Company's independent public accountants (Proposals 2 and
3). For purposes of calculating votes cast with respect to each Proposal,
abstentions and broker non-votes will not be counted as votes cast and will have
no effect on the result of the vote on any Proposal.
The Common Shares represented by all properly executed proxies returned to
the Company will be voted at the Annual Meeting as indicated or, if no
instruction is given, for the election of each nominee for trustee and in favor
of Proposals 2 and 3. As to any other business which may properly come before
the Annual Meeting, all properly executed proxies will be voted by the persons
named therein in accordance with their best judgment. The Company does not
presently intend to bring any other business before the Annual Meeting and,
because no shareholder nominations for election to the Board of Trustees and no
shareholder proposals of business to be
1
<PAGE> 5
considered by shareholders at the Annual Meeting were received by the Company
before March 13, 1998, no other business may come before the Annual Meeting
pursuant to the Bylaws of the Company. Any person giving a proxy has the right
to revoke it at any time before it is exercised (a) by filing with the Secretary
of the Company a duly signed revocation or a proxy bearing a later date or (b)
by electing to vote in person at the Annual Meeting. Mere attendance at the
Annual Meeting will not serve to revoke a proxy. If a shareholder is a
participant in the Company's Distribution Reinvestment and Share Purchase Plan,
the accompanying Proxy Card should include the number of Common Shares
registered in the participant's name under the plan.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF
GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED AND THE DELIVERY OF THIS PROXY STATEMENT SHALL, UNDER NO
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
PROPOSAL 1
ELECTION OF TRUSTEES
The Company's Board of Trustees (the "Board") currently consists of nine
members. The trustees currently are divided into three classes, consisting of
three members (the "Class II Trustees") whose terms will expire at the 1999
annual meeting of shareholders, three members (the "Class III Trustees") whose
terms will expire at the 2000 annual meeting of shareholders and three members
(the "Class I Trustees") whose terms will expire at this Annual Meeting of
shareholders.
Pursuant to the Company's Amended and Restated Declaration of Trust, as
amended (the "Declaration of Trust"), at each annual meeting the successors to
the class of trustees whose term expires at such meeting shall be elected to
hold office for a term expiring at the annual meeting of shareholders held in
the third year following the year of their election. Accordingly, at the Annual
Meeting, all of the Class I Trustees will be elected to hold office for a term
of three years until the annual meeting of shareholders to be held in 2001, and
until their respective successors are duly elected and qualify.
EXCEPT WHERE OTHERWISE INSTRUCTED, PROXIES SOLICITED BY THIS PROXY
STATEMENT WILL BE VOTED FOR THE ELECTION OF EACH OF THE BOARD'S NOMINEES LISTED
BELOW. Each such nominee has consented to be named in this Proxy Statement and
to continue to serve as a trustee if elected.
The information below relating to the nominees for election as trustees and
for each of the other trustees whose terms of office continue after the annual
meeting has been furnished to the Company by the respective individuals.
Other than David J. Glimcher and Michael P. Glimcher, who are brothers, and
Herbert Glimcher, the father of David J. Glimcher and Michael P. Glimcher, none
of the other trustees or executive officers of the Company are related to each
other. During the fiscal year ended December 31, 1997, the Board was increased
by two members, and Michael P. Glimcher and Harvey Weinberg were appointed by
the Board as Class II and III Trustees, respectively.
NOMINEES FOR ELECTION AS CLASS I TRUSTEES
Philip G. Barach, 68, has been a trustee of the Company since January 1994.
He is currently a private investor and was the chairman of the board of U.S.
Shoe Corporation, a national retailer, from 1990 until 1993. Prior thereto, he
was the chairman of the board, president and chief executive officer of U.S.
Shoe Corporation. He currently serves as a member of the Board of Directors of
Union Central Life Insurance Company, R.G. Barry Corporation, Bernard Chaus,
Inc., Syms Corporation, and the Board of Advisors of the College of Nursing &
Health, a division of the University of Cincinnati. Mr. Barach is a member of
the Audit Committee and chairman of the Executive Compensation Committee of the
Board.
2
<PAGE> 6
Oliver Birckhead, 75, has been a trustee of the Company since January 1994.
He has been a private investor since 1988 and was the president and chief
executive officer of The Central Bancorporation, a registered bank holding
company, from 1969 until his retirement in 1988. Mr. Birckhead is active in
several charitable and cultural organizations. Mr. Birckhead is chairman of the
Audit Committee and a member of the Executive Compensation Committee of the
Board.
E. Gordon Gee, 54, has been a trustee of the Company since January 1994. He
was the president of The Ohio State University from 1990 to 1997 and is
currently the President of Brown University. He was president of the University
of Colorado from 1985 to 1990. He is a member of the Board of Directors of Banc
One Corporation, The Limited, Inc., Asarco, Inc. and Intimate Brands, Inc. He
also serves on the Board of Advisors or Directors of the American Council on
Education, the Advisory Council of Presidents to the Association of Governing
Boards of Universities and Colleges and the President's Commission of the
National Collegiate Athletic Association. Dr. Gee has received many honors in
the fields of law and education and is active in many charitable and cultural
organizations. He is a member of the Executive Compensation Committee of the
Board.
OTHER TRUSTEES WHOSE TERMS OF OFFICE CONTINUE AFTER THE ANNUAL MEETING
Information concerning the other trustees whose terms do not expire at the
Annual Meeting is set forth below.
David J. Glimcher, 45, has been a trustee of the Company since September
1993. He served as President and Chief Executive Officer of the Company from
September 1993 to May 1997, and as President and Chief Operating Officer of the
Company from May 1997 to March 1998. In March 1998 Mr. Glimcher resigned as an
officer of the Company to pursue more personal entrepreneurial opportunities.
Mr. Glimcher served as President and Chief Executive Officer of The Glimcher
Company since 1987. From 1984 until 1987, he was Vice President of The Glimcher
Company with responsibilities for operations, leasing, acquisitions and
development. Mr. Glimcher is a member of ICSC and the National Association of
Real Estate Investment Trusts, Inc. ("NAREIT") and is active in several
charitable and cultural organizations. Mr. Glimcher is a Class III Trustee. He
has indicated that he plans to retain his seat on the Board and maintain his
significant investment position in the Company.
Herbert Glimcher, 69, has been a trustee and Chairman of the Company since
its inception in September 1993 and has served as Chief Executive Officer of the
Company since May 1997 and as President of the Company since David Glimcher's
resignation in March 1998. He served as Chairman of The Glimcher Company since
its inception in 1959. Mr. Glimcher is a nationally recognized innovator in the
field of shopping center development, having been instrumental in the
management, acquisition and development of over 100 shopping centers during his
approximately 36 year career in real estate. Mr. Glimcher is a member of the
International Council of Shopping Centers ("ICSC") and is active in several
charitable and cultural organizations. Mr. Glimcher is a member of the Executive
Committee and Executive Compensation Committee of the Board. Mr. Glimcher is a
Class III Trustee.
William R. Husted, 61, has been a trustee of the Company since May 1996. He
has been the Senior Vice President of Construction of the Company since
September 1996. Prior thereto, he served as Vice President of Development
Services of the Company since January 1996 and as Vice President of Construction
of the Company from September 1993 until January 1996. From 1985 to 1988, Mr.
Husted served as Vice Director of Construction of the Company's predecessor, The
Glimcher Company, until he was promoted in 1988 to Director of Construction of
The Glimcher Company. Mr. Husted is a Class II Trustee and a member of the
Executive Committee of the Board.
Alan R. Weiler, 64, has been a trustee of the Company since January 1994.
Mr. Weiler has been the president of Archer-Meek-Weiler Agency Inc., an
insurance agency, since 1970. He is presently a member of the Board of Directors
of Cincinnati Financial Corporation, an insurance holding company, and Commerce
National Bank of Columbus. Mr. Weiler is active in several charitable and
cultural organizations. Mr. Weiler is a Class II Trustee and a member of the
Audit Committee and Executive Compensation Committee of the Board.
3
<PAGE> 7
Michael P. Glimcher, 30, has been a trustee of the Company since June 1997
and the Senior Vice President of Leasing of the Company since September 1996.
Prior thereto, he was Vice President of Leasing since April 1995 and Director of
Leasing Administration since the Company's inception in 1993. Mr. Glimcher
served as the Director of Leasing Administration of The Glimcher Company from
the time he joined that Company in 1991. Mr. Glimcher attended Arizona State
University and graduated in 1990. Mr. Glimcher is a Class II Trustee and a
member of the Executive Committee of the Board.
Harvey Weinberg, 60, has been a trustee of the Company since July 1997. Mr.
Weinberg has over 35 years experience as a retailer and manufacturer in the
apparel industry, 25 years of which were spent at Hartmarx Corporation in
various executive positions, the last five of which he was Chairman and Chief
Executive Officer. In 1994, HSSI, Inc., of which Mr. Weinberg was President,
Chief Executive Officer and a director, filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Illinois, Eastern Division. Mr.
Weinberg is presently a member of the Board of Directors of Syms Corporation, a
publicly traded NYSE company which is a retailer of men's and women's apparel,
and Maurice Corporation, a venture capital backed retailer of men's sportswear.
He serves on the advisory boards of the J.L. Kellogg Graduate School of
Management at Northwestern University and the Frontenac Company, a Chicago based
venture capital firm, and is an active member of the Commercial Club of Chicago.
He is a former director of the American National Bank of Chicago and the
Lakewood Bank and Trust of Dallas, Texas. Mr. Weinberg is a Class III Trustee
and a member of the Executive Compensation Committee of the Board.
BOARD OF TRUSTEES' MEETINGS
During the Company's fiscal year ended December 31, 1997, the Board held
four regular quarterly meetings and four special meetings. All of the trustees
attended at least 75% of the aggregate of (i) all of the Board meetings and (ii)
with respect to each trustee, all of the Board meetings of the Committees on
which such individual serves.
BOARD COMMITTEES
The Board has an Audit Committee, an Executive Committee and an Executive
Compensation Committee. The Board does not have a nominating committee or a
committee performing the functions of a nominating committee; the Board performs
the functions of that committee.
The Audit Committee is composed of Messrs. Barach, Birckhead and Weiler.
The function of the Audit Committee is to review the results and scope of the
audit and other services provided by the Company's independent public
accountants. The Audit Committee also reviews related party transactions. No
member of the Audit Committee is an employee of the Company. The Audit Committee
met two times during the fiscal year ended December 31, 1997.
The Executive Committee is composed of Messrs. Herbert Glimcher, Michael
Glimcher and William Husted. The function of the Executive Committee is to
approve the acquisition, financing and disposition of investments for the
Company and to execute certain contracts and agreements, including those related
to the borrowing of money by the Company, and generally exercise all other
powers of the Board except for those which require action by all trustees or the
independent trustees under the Declaration of Trust or the Bylaws of the Company
or under applicable law. The Executive Committee met four times during the
fiscal year ended December 31, 1997.
The Executive Compensation Committee is composed of Messrs. Philip G.
Barach, E. Gordon Gee, Alan R. Weiler, Herbert Glimcher, Oliver Birckhead and
Harvey Weinberg. The function of the Executive Compensation Committee is to
determine compensation for the Company's executive officers. In addition, the
members of the Executive Compensation Committee are authorized to administer the
Company's 1993 Employee Share Option Plan (the "Employee Plan") and the 1993
Trustee Share Option Plan (the "Trustee Plan" and together with the Employee
Plan, the "Option Plans"). The Executive Compensation Committee met five times
during the fiscal year ended December 31, 1997.
4
<PAGE> 8
TRUSTEES' COMPENSATION
Each non-employee trustee of the Company receives an annual fee of $15,000,
plus a fee of $1,000 for each meeting attended, and is eligible, pursuant to the
provisions of the Trustee Plan, to receive grants of options to purchase Common
Shares except that commencing in 1998 David J. Glimcher will not receive any
trustees' fees. It is the Company's current intention to make annual grants of
options to purchase 1,500 Common Shares to each non-employee trustee. Employees
of the Company who are also trustees are not paid any trustees' fees. In
addition, the Company reimburses the trustees for travel expenses incurred in
connection with their activities on behalf of the Company.
On April 14, 1997, Messrs. Barach, Birckhead, Gee and Weiler were each
granted, under the Trustee Plan, options to purchase 1,500 Common Shares at an
exercise price of $18.75 per share. The options granted to Messrs. Barach,
Birckhead, Gee and Weiler were exercisable immediately upon the grant thereof.
On April 14, 1997, David Glimcher was granted, under the Trustee Plan, an option
to purchase 75,000 Common Shares at an exercise price of $18.75 per share. The
option granted to Mr. Glimcher was to vest and be exercisable as to one-third of
the shares per year for the first three years of a ten-year term. However, under
the terms of two Amendments to Share Option Agreements, both Amendments dated
March 9, 1998, the options granted to Mr. Glimcher on April 14, 1997, as well as
the balance of the shares not already vested pursuant to a Share Option
Agreement dated March 14, 1996 in which Mr. Glimcher was granted the option to
purchase 50,000 shares, became immediately vested and exercisable.
- --------------------------------------------------------------------------------
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF PHILIP G. BARACH,
OLIVER BIRCKHEAD AND E. GORDON GEE TO SERVE UNTIL THE 2001 ANNUAL MEETING OF
SHAREHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFY.
- --------------------------------------------------------------------------------
5
<PAGE> 9
PROPOSAL 2
APPROVAL OF LONG-TERM INCENTIVE PERFORMANCE PLAN
General. The 1997 Plan was adopted by the Board on December 11, 1997.
Approval by the shareholders of the 1997 Plan is required in order to enable the
grant of Incentive Options (as defined below). The purpose of the 1997 Plan is
to align the interests of certain of the Company's trustees, officers and other
employees with those of the shareholders and to enable the Company to attract,
compensate and retain selected individuals to serve as directors, officers and
employees who will contribute to the Company's success and provide such
individuals with appropriate incentives and rewards for their performance.
Awards to trustees, officers and other employees under the 1997 Plan may
take the form of share options ("Options"), including corresponding share
appreciation rights ("SARs") and reload options, restricted share awards and
share purchase awards. The maximum number of Common Shares that may be the
subject of awards under the 1997 Plan is 3,000,000 shares, or approximately
12.7% of the Common Shares outstanding as of March 16, 1998. No awards have yet
been granted under the 1997 Plan.
Share Authorization. Common Shares covered by any unexercised portions of
terminated Options, Common Shares forfeited by participants and Common Shares
subject to any awards which are otherwise surrendered by a participant without
receiving any payment or other benefit with respect thereto may again be subject
to new awards under the 1997 Plan. In the event the purchase price of an Option
is paid in whole or in part through the delivery of Common Shares, the number of
Common Shares issuable in connection with the exercise of the Option shall not
again be available for the grant of awards under the 1997 Plan. Common Shares
subject to Options, or portions thereof, which have been surrendered in
connection with the exercise of SARs, are not again available for the grant of
awards under the 1997 Plan. The Common Shares to be issued or delivered under
the 1997 Plan are authorized and unissued shares, or issued Common Shares that
have been reacquired by the Company.
Incentive Plan Administration. The 1997 Plan will be administered by a
committee of two or more non-employee trustees (the "Committee"), which will
initially consist of Messrs. Philip Barach and Harvey Weinberg. The Committee
will determine the trustees, officers and employees who will be eligible for and
granted awards, determine the amount and type of awards, establish rules and
guidelines relating to the 1997 Plan, establish, modify and terminate the terms
and conditions of awards and take such other action as may be necessary for the
proper administration of the 1997 Plan. All employees and trustees are currently
eligible to participate in the 1997 Plan.
Options. "Incentive Options" meeting the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and "Nonqualified
Options" that do not meet such requirements are both available for grant under
the 1997 Plan. The term of each Option will be determined by the Committee, but
no Incentive Option will be exercisable more than ten years after the date of
grant. Options may also be subject to restrictions on exercise, such as exercise
in periodic installments, as determined by the Committee. The exercise price for
Incentive Options must be at least equal to 100% of the fair market value of the
Common Shares on the date of grant and the exercise price for Nonqualified
Options will be determined by the Committee at the time of grant. The exercise
price can be paid in cash, or if approved by the Committee, by tendering shares
(actually or constructively) of Common Shares owned by a participant.
Incentive Options are not transferable except by will or the laws of
descent and distribution and may be exercised only by the participant (or his
guardian or legal representative) during his or her lifetime, except as provided
below. With the Committee's consent, Nonqualified Options may be transferable to
family members and entities for the benefit of the participant or his family
members. If a participant's employment with the Company or service as a trustee
terminates for any reason (other than death or disability), any unexercised or
unexpired Options held by the participant (or its permitted transferee) will be
deemed cancelled and terminated on the date of such termination, unless the
Committee decides to extend the term of such Options for a period not exceeding
three months. In the case of a non-employee trustee, however, if such
participant's service as a trustee terminates by reason of death, disability, or
under mutually satisfactory conditions, any unexercised or unexpired
Nonqualified Options held by the participant (or its permitted transferee) will
be exercisable for a period of five
6
<PAGE> 10
years from the date of such termination or until the expiration of the Option,
whichever is shorter. If a participant dies while employed by the Company,
including an employee who is also a trustee, any unexercised or unexpired
Options will, to the extent exercisable on the date of death, be exercisable by
the holder or by the participant's estate or by any person who acquired such
Options by bequest or inheritance, at any time generally within one year after
such death. If a participant becomes totally disabled and his employment
terminates as a result of such disability, including an employee who is also a
trustee, the holder or the participant (or his guardian or legal representative)
will have the unqualified right to exercise any unexercised and unexpired
Options held by the participant (or its permitted transferee) generally for one
year after such termination.
Share Appreciation Rights. The 1997 Plan provides that SARs may be granted
in conjunction with a grant of Options. Each SAR must be associated with a
specific Option and must be granted at the time of grant of such Option. A SAR
is exercisable only to the extent the related Option is exercisable. Upon the
exercise of a SAR, the recipient is entitled to receive from the Company,
without the payment of any cash (except for any applicable withholding taxes),
up to, but no more than, an amount in cash or Common Shares equal to the excess
of (A) the fair market value of one Common Share on the date of such exercise
over (B) the exercise price of any related Option, times the number of Common
Shares in respect of which such SAR shall have been exercised. Upon the exercise
of a SAR, the related share Option, or the portion thereof in respect of which
such SAR is exercised, will terminate. Upon the exercise of an Option granted in
tandem with a SAR, such tandem SAR will terminate.
Reload Options. The Committee may grant, concurrently with the award of any
Option (each an "Underlying Option") to such participants, one or more reload
options (each a "Reload Option") to purchase for cash or, if permissible under
the Underlying Option, Common Shares, a number of Common Shares equal to the
number of Common Shares delivered (or deemed delivered) by the participant to
the Company to exercise the Underlying Option. Although an Underlying Option may
be an Incentive Option, a Reload Option is not intended to qualify as an
Incentive Option. A Reload Option may be granted in connection with the exercise
of an Option that is itself a Reload Option. Each Reload Option will have the
same expiration date as the Underlying Option and an exercise price equal to the
fair market value of the Common Shares on the date of grant of the Reload
Option. A Reload Option is exercisable immediately.
Reload Options permit a participant to retain, through the term of the
original Option, his or her economic interest in the sum of the Common Shares
covered by such Options as well as the already-owned Common Shares that could be
used to exercise such Option, by granting options on the number of Common Shares
used to pay the exercise price of the original Option and subsequent Reload
Options. In this way, Reload Options provide a participant with the opportunity
to build up ownership of Common Shares covered by an original Option earlier
during the Option term rather than through a single exercise at or near the end
of the Option term.
Restricted Shares. The Company may award restricted Common Shares to a
participant. Such a grant gives a participant the right to receive Common Shares
subject to a risk of forfeiture based upon certain conditions. The forfeiture
restrictions on the Common Shares may be based upon performance standards,
length of service or other criteria as the Committee may determine. Until all
restrictions are satisfied, lapsed or waived, the Company will maintain custody
over the restricted Common Shares but the participant will be able to vote the
Common Shares and will be entitled to an amount equal to all distributions, if
any, paid with respect to the Common Shares, as provided by the Committee.
During such restrictive period, the restricted Common Shares may not be sold,
assigned, transferred, pledged or otherwise encumbered. Upon termination of
employment, the participant generally forfeits the right to the Common Shares to
the extent the applicable performance standards, length of service requirements,
or other measurement criteria have not been met.
Share Purchase Awards. The 1997 Plan also permits the grant of share
purchase awards to participants. Participants who are granted a share purchase
award are provided with a share purchase loan to enable them to pay the purchase
price for the Common Shares acquired pursuant to the award. The terms of each
share purchase loan will be determined by the Committee. The purchase price of
Common Shares acquired with a share purchase loan is the fair market value on
the date of the award. The 1997 Plan provides that some or all of the share
purchase loan can be forgiven under terms determined by the Committee. At the
end of the loan term, the remainder of the share purchase loan will be due and
payable. The interest rate, if any, on a share purchase loan
7
<PAGE> 11
will be determined by the Committee. Share purchase loans may be recourse or
nonrecourse under terms determined by the Committee.
If a participant's employment with the Company is terminated for any reason
other than death, disability, termination without "cause" or in the event of a
change of control, the balance of the share purchase loans to such participant
will be immediately due and payable. If a participant's employment terminates by
reason of death, disability, termination without "cause" or in the event of a
change of control, the balance of such participant's share purchase loans may be
forgiven in whole or in part as of the date of such occurrence at the discretion
of the Committee.
Antidilution Provisions. The number of Common Shares authorized to be
issued under the 1997 Plan and subject to outstanding awards (and the grant or
exercise price thereof) may be adjusted to prevent dilution or enlargement of
rights in the event of any dividend or other distribution, recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spinoff, combination, repurchase or exchange of Common Shares or other
securities, the issuance of warrants or other rights to purchase Common Shares
or other securities, or other similar capitalization change.
Certain Federal Income Tax Consequences of the 1997 Plan. The following is
a brief summary of the principal federal income tax consequences of awards under
the 1997 Plan. The summary is based upon current federal income tax laws and
interpretations thereof, all of which are subject to change at any time,
possibly with retroactive effect. The summary is not intended to be exhaustive
and, among other things, does not describe state, local or foreign tax
consequences.
A participant is not subject to federal income tax either at the time of
grant or at the time of exercise of an Incentive Option. However, upon exercise,
the difference between the fair market value of the Common Shares and the
exercise price is a tax preference item subject to the possible application of
the alternative minimum tax. If a participant does not dispose of Common Shares
acquired through the exercise of an Incentive Option in a "disqualifying
disposition" (i.e., no disposition occurs within two years from the date of
grant of the share option nor within one year of the transfer of the Common
Shares to the participant), then the participant will be taxed only upon the
gain, if any, from the sale of such Common Shares, and such gain will be taxable
as gain from the sale of a capital asset.
The Company will not receive any tax deduction on the exercise of an
Incentive Option or, if the above holding period requirements are met, on the
sale of the underlying Common Shares. If there is a disqualifying disposition
(i.e., one of the holding period requirements is not met), the participant will
be treated as receiving compensation subject to ordinary income tax in the year
of the disqualifying disposition and the Company will be entitled to a deduction
for compensation expense in an amount equal to the amount included in income by
the participant. The participant generally will be required to include in income
an amount equal to the difference between the fair market value of the Common
Shares at the time of exercise and the exercise price. Any appreciation in value
after the time of exercise will be taxed as capital gain and will not result in
any deduction by the Company.
If Nonqualified Options are granted to a participant, there are no federal
income tax consequences at the time of grant. Upon exercise of the Option, the
participant must report as ordinary income an amount equal to the difference
between the exercise price and the fair market value of the Common Shares on the
date of exercise. The Company will receive a tax deduction in like amount. Any
appreciation in value after the time of exercise will be taxed as capital gain
and will not result in any deduction by the Company.
No income will be realized by a participant in connection with the grant of
any SAR. The participant must include in ordinary income the amount of cash
received and the fair market value on the exercise date of any Common Shares
received upon the exercise of a SAR. The Company will be entitled to a deduction
equal to the amount included in such participant's income by reason of the
exercise of any SAR.
The receipt of a Reload Option by a holder of an Incentive Option or a
Nonqualified Option (including a Reload Option) who pays the exercise price in
full or in part with previously acquired Common Shares should not affect the tax
treatment of the exercise of such Incentive or Nonqualified Option (including
the amount of ordinary income, if any, recognized upon exercise). A participant
will not be subject to tax at the time a Reload
8
<PAGE> 12
Option is granted (except for any income recognized upon the exercise of a
Nonqualified Option at the time of grant of the Reload Option). A Reload Option
will constitute a Nonqualified Option for federal income tax purposes and will
be taxed as such in the manner set forth above.
A grant of restricted Common Shares does not constitute a taxable event for
either a participant or the Company. However, the participant will be subject to
tax, at ordinary income rates, when the Common Shares are no longer subject to a
substantial risk of forfeiture or they become transferable. The Company will be
entitled to take a commensurate deduction at that time.
A participant may elect to recognize taxable ordinary income at the time
restricted Common Shares are awarded in an amount equal to the fair market value
of the Common Shares at the time of grant, determined without regard to any
forfeiture restrictions. If such an election is made, the Company will be
entitled to a deduction at that time in the same amount. Future appreciation on
the Common Shares will be taxed at the capital gains rate when the Common Shares
are sold. However, if, after making such an election, the Common Shares are
forfeited, the participant will be unable to claim a deduction.
In general, a participant who receives a share purchase award incurs no tax
liability and the Company does not receive any deduction at the time Common
Shares are acquired through a share purchase award. However, as the share
purchase loan is forgiven, the participant will be required to recognize income
in an amount equal to the forgiven portion of the loan. The Company will be
entitled to take a commensurate deduction at such time.
Applicable withholding taxes may be withheld in connection with any award
under the 1997 Plan. In that regard, the Committee has the discretion to allow a
participant to satisfy its withholding tax obligations with Common Shares.
Change in Control. Depending on the terms of a particular award as
determined by the Committee, upon the occurrence of a change in control of the
Company, all options and related SARs may become immediately exercisable, the
restricted Common Shares may fully vest and share purchase loans may be forgiven
in full.
Termination, Amendment and ERISA Status. The 1997 Plan will terminate by
its terms and without any action by the Board on December 11, 2007. No awards
may be made after that date. Awards outstanding on December 11, 2007, will
remain valid in accordance with their terms.
The Committee may amend or alter the terms of awards under the 1997 Plan,
including to provide for the forgiveness in whole or in part of share purchase
loans, the release of the Common Shares securing such loans or the termination
or modification of the vesting or performance provisions of the grants of
restricted Common Shares but no such action shall in any way impair the rights
of a participant under any award without such participant's consent.
The Committee may amend or terminate the 1997 Plan. No such amendments or
termination of the 1997 Plan shall in any way impair the rights of a participant
under any award previously granted without such participant's consent. In
addition, any amendment or termination will be subject to shareholder approval
if approval is required by Federal or state law or regulation or rule of any
stock exchange or quotation system on which the Common Shares are listed or
quoted.
The 1997 Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1976, as amended.
- --------------------------------------------------------------------------------
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE 1997 PLAN.
- --------------------------------------------------------------------------------
9
<PAGE> 13
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board and the Audit Committee have appointed the firm of Coopers &
Lybrand L.L.P., which firm was engaged as independent public accountants for the
fiscal year ended December 31, 1997, to audit the financial statements of the
Company for the fiscal year ending December 31, 1998. A proposal to ratify this
appointment is being presented to the shareholders at the Annual Meeting. A
representative of Coopers & Lybrand L.L.P. is expected to be present at the
meeting and available to respond to appropriate questions and, although that
firm has indicated that no statement will be made, an opportunity for a
statement will be provided.
- --------------------------------------------------------------------------------
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSED RATIFICATION OF
APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.
- --------------------------------------------------------------------------------
EXECUTIVE OFFICERS
The following information is provided with respect to the executive
officers of the Company. Executive officers are chosen by and serve at the
discretion of the Board. Mr. Terry A. Schreiner, formerly Senior Vice President
and Chief Financial Officer of the Company, resigned from the Company effective
April 15, 1997. Mr. William Cornely, formerly a partner of Coopers & Lybrand
L.L.P., replaced Mr. Schreiner as Senior Vice President and Chief Financial
Officer of the Company, and on March 9, 1998, Mr. Cornely was promoted by the
Board to Senior Executive Vice President, and given the additional office of
Chief Operating Officer. Biographical information regarding Mr. Cornely is set
forth below.
Herbert Glimcher, Chairman of the Board, Chief Executive Officer and
President. Biographical information regarding Mr. Herbert Glimcher is set forth
under "Proposal 1--Election of Trustees."
William G. Cornely, 48. Mr. Cornely has served as Senior Vice President and
Chief Financial Officer and Treasurer of the Company since April 15, 1997, and
was promoted to Senior Executive Vice President and given the additional office
of Chief Operating Officer by the Board on March 9, 1998. Mr. Cornely was
associated with the international accounting firm of Coopers & Lybrand L.L.P.
since 1977 and was a partner of such firm since 1986. Mr. Cornely has a B.S.
degree from The Ohio State University.
Michael P. Glimcher, 30, Senior Vice President of Leasing. Biographical
information regarding Mr. Glimcher is set forth under "Proposal 1--Election of
Trustees."
William R. Husted, 61, Senior Vice President of Construction. Biographical
information regarding Mr. Husted is set forth under "Proposal 1--Election of
Trustees."
George A. Schmidt, 50, has been a Senior Vice President of the Company
since September 1996 and General Counsel and Secretary of the Company since May
1996. Mr. Schmidt has over 25 years of experience in the practice of commercial
real estate law, including six years as Assistant General Counsel of DeBartolo
Realty Corporation, a NYSE listed real estate investment trust, prior to joining
the Company in May of 1996. Mr. Schmidt has a B.A. degree from Cornell
University, an M.B.A. degree from Ohio University, and a J.D. degree from Case
Western Reserve University. Mr. Schmidt is a member of the Ohio, Texas,
Columbus, Ohio and American Bar Associations.
Alan S. Perlstein, 52, has been Senior Vice President of Development of the
Company since February 1997. As Senior Vice President of Development, Mr.
Perlstein is responsible for identifying and signing anchors, as well as related
development activities identifying new sites and redevelopment opportunities for
malls, power centers and grocery-anchored community centers as well as
negotiating with anchor tenants for these various retail product types. Mr.
Perlstein began his career at The Taubman Co. in 1969. He became the Senior Vice
President of Real Estate at Western Development (now the Mills Corporation) in
1976. From 1986 to 1997, he was Senior Vice President of Real Estate for New
Market Development and Cousins Properties. While with New Market Development,
Cousins Properties and Western Development he identified sites, handled site
acquisitions, and secured anchor tenants with respect to 43 projects in 13
states totaling approximately 11,750,000 square feet.
10
<PAGE> 14
Timothy C. Getz, 41, Senior Vice President and Chief Investment Officer of
the Company since September 1996, Senior Vice President of Finance and
Investments since August 1995, and Treasurer of the Company from January 1996
until April 1997. In addition, from January 1996 through March 1996 Mr. Getz
temporarily served as Chief Financial Officer of the Company. Prior thereto, Mr.
Getz was employed at Ohio Public Employees Retirement System in Columbus, Ohio
from 1981 to 1995 where he held numerous positions, including Assistant
Investment Officer, the position he held for more than five years until
immediately prior to leaving such company. As Assistant Investment Officer of
Ohio Public Employees Retirement System Mr. Getz managed investments in wholly
owned properties, mortgages and investments in public real estate companies. Mr.
Getz is currently a member of the Pension Fund Real Estate Association, a
council member of the Urban Land Institute, serves on the Board of Governors of
the National Association of Real Estate Investors and is a member of the
Editorial Board of Institutional Real Estate Newsletter.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the cash
and other compensation paid or accrued by the Company for services rendered by
David J. Glimcher, the Company's Chief Executive Officer through May 1997 and
Herbert Glimcher, the Company's current Chief Executive Officer, and the
Company's four other most highly compensated current executive officers whose
salary and bonus exceeded $100,000 (collectively, the "Named Executives"),
during the fiscal years ended December 31, 1995, 1996 and 1997.
Prior to the Company's initial public offering in January 1994, the
Company's executive officers did not receive any form of compensation for
services rendered to the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
----------------
ANNUAL COMPENSATION(1) COMMON SHARES
----------------------------------------------- UNDERLYING
NAME & PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS
------------------------- ---- ------ ----- ----------------
<S> <C> <C> <C> <C>
Herbert Glimcher 1997 $325,000 $113,750 275,000
Chairman of the Board 1996 $325,000 $ 85,000 50,000
and Chief Executive Officer 1995 $325,000 $ 0 0
David J. Glimcher(2) 1997 $300,000 $ 90,000 75,000
former President and Chief 1996 $300,000 $ 75,000 50,000
Operating Officer 1995 $300,000 $ 0 0
Michael P. Glimcher 1997 $207,957 $ 50,375 0
Senior Vice President 1996 $150,000 $ 40,000 0
of Leasing 1995 $100,000 $ 0 0
Alan Perlstein(3)(4) 1997 $212,899 $ 35,000 10,000
Senior Vice President 1996 $ 0 $ 0 0
of Development 1995 $ 0 0 0
William R. Husted(5) 1997 $185,788 $ 44,792 15,000
Senior Vice President 1996 $178,129 $ 40,000 10,000
of Construction 1995 $135,180 $ 0 0
</TABLE>
- ---------------
(1) The total value of all perquisites and other personal benefits received by
such individual was less than the lesser of $50,000 or ten percent of the
total salary of and bonus paid or accrued by the Company for services
rendered by each officer during the fiscal year.
(2) Mr. Glimcher resigned as an Executive Officer of the Company on March 9,
1998. At such time, all of Mr. Glimcher's options vested and became
immediately exercisable.
(3) The amount shown includes $37,899 for automobile allowances and relocation
costs paid by the Company during 1997 for the benefit of Alan Perlstein.
(4) Mr. Perlstein did not commence employment with the company until 1997.
(5) The amount shown includes $6,621 and $3,129 for automobile allowances paid
by the Company during 1997 and 1996, respectively, for the benefit of
William R. Husted.
11
<PAGE> 15
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options to
purchase Common Shares granted during the fiscal year ended December 31, 1997 to
the Named Executives. The Company did not grant any share appreciation rights
during 1997.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO EXERCISE OR GRANT DATE
UNDERLYING OPTIONS EMPLOYEES BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(#) IN FISCAL YEAR ($/SH) DATE ($)(1)
- ------------------------ ------------------ -------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Herbert Glimcher........ 75,000 14.65 $ 18.75 4/14/2007 $ 54,458
200,000 39.06 $ 20.75 6/17/2007 $190,120
David J. Glimcher....... 75,000 14.65 $ 18.75 4/14/2007 $ 54,458
Michael P. Glimcher..... 15,000 2.93 $ 18.75 4/14/2007 $ 10,892
William R. Husted....... 15,000 2.93 $ 18.75 4/14/2007 $ 10,892
Alan Perlstein.......... 10,000 1.95 $ 19.38 3/31/2007 $ 8,169
</TABLE>
- ---------------
(1) Based upon the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The actual value, if any, that the Named Executive
receives will depend on the excess of the stock price at the time of
exercise over the exercise or base price on the date the option is executed.
There is no assurance that the value realized by the Named Executive will be
at or near the value estimated by the Black-Scholes model. The estimated
values under the model are based on arbitrary assumptions such as interest
rates, stock price volatility and future dividends yields.
12
<PAGE> 16
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
END AND FISCAL YEAR END OPTION VALUES
During the fiscal year ended December 31, 1997, none of the Named
Executives exercised any options granted to them. The following table sets forth
certain information with respect to the unexercised options held as of the end
of such fiscal year by the Named Executives.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS OPTIONS AT
HELD AT DECEMBER 31, 1997 DECEMBER 31, 1997
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- -------------------------------------------- ------------------------------ ----------------------------
<S> <C> <C>
Herbert Glimcher............................ 66,667/308,333 $208,333/$833,854
David J. Glimcher........................... 66,667/108,333 $208,333/$471,354
William R. Husted........................... 15,833/21,667 $ 47,448/$94,271
Michael P. Glimcher......................... 10,333/21,667 $ 34,729/$94,271
Alan Perlstein.............................. 0/10,000 $ 0/$31,875
</TABLE>
- ---------------
(1) An individual upon exercise of an option, does not receive cash equal to the
amount contained in the column "Value of Unexercised In-the-Money Options at
December 31, 1997." Instead, the amounts contained in such column reflect
the increase in the price of the Common Shares from the option grant date to
December 31, 1997, in each case multiplied by the number of Common Shares
covered by the option. The increases reflected above are based on the
closing price of $22.5625 per Common Share on the New York Stock Exchange on
December 31, 1997. No cash appreciation is realized until the Common Shares
received upon exercise of an option are sold.
1993 TRUSTEE SHARE OPTION PLAN AND 1993 EMPLOYEE SHARE OPTION PLAN
Prior to the Company's initial public offering in January 1994, the Option
Plans were adopted by the Board and all of the then current shareholders. The
Option Plans' administrators currently consist of Messrs. Philip G. Barach,
Oliver Birckhead, E. Gordon Gee, Herbert Glimcher, Alan R. Weiler and Harvey
Weinberg, who are also the members of the Executive Compensation Committee.
The Option Plans provide for the grant of options to purchase Common Shares
to eligible participants and the grant of share appreciation rights and reload
options in connection with such underlying options. The Option Plans were
designed to attract, retain and motivate key employees by granting them options
to purchase Common Shares. The persons entitled to participate in the Trustee
Plan are those trustees of the Company or trustees or directors of any of the
Company's subsidiaries or affiliates as the Executive Compensation Committee
shall select from time to time. Eligible participants of the Employee Plan
consist of those key employees, (other than trustees or directors) of the
Company, or any of its subsidiaries or affiliates, as the Executive Compensation
Committee shall select from time to time.
The Option Plans provide for the grant of a maximum of 700,000 options to
purchase Common Shares under the Trustee Plan and 400,000 options to purchase
Common Shares under the Employee Plan, and permit the granting of share options
to employees which are either "incentive share options" ("ISOs") meeting the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or "nonqualified share options" ("NSOs").
Subject to the terms of the Option Plans, the Executive Compensation
Committee determines the recipients of ISOs, NSOs (including reload options) and
share appreciation rights and the number of such awards to be granted under the
Option Plans. As of December 31, 1997, options to purchase 576,500 and 360,372
Common Shares were outstanding under the Trustee Plan and Employee Plan,
respectively, 144,800 and 136,386 options of which were exercisable as of
December 31, 1997 under the Trustee Plan and Employee Plan, respectively.
13
<PAGE> 17
EXECUTIVE COMPENSATION COMMITTEE'S
REPORT ON EXECUTIVE COMPENSATION
It is the responsibility of the Executive Compensation Committee to review
compensation plans, programs and policies as they relate to executive officers,
to determine the compensation of the Company's executive officers and to monitor
the performance of the Company's executive officers.
The Executive Compensation Committee's annual review includes an evaluation
of the Company's corporate performance, growth, share appreciation and total
return to shareholders. Consideration is also given to the officer's overall
responsibilities, professional qualifications, business experience, job
performance, technical expertise and such individual's resultant combined value
to the Company's long-term performance and growth. It is the goal of the
Executive Compensation Committee to provide compensation that is fair and
equitable to both the employee and the Company.
The key elements of the Company's executive compensation package are base
salary, annual bonus and share options. The policies with respect to each of
these elements, as well as the compensation paid to the executive officers of
the Company for the fiscal year ended December 31, 1997, are discussed below.
Base Salaries
In determining the amount of base salary paid by the Company to each of its
executive officers in the fiscal year ended December 31, 1997, the Executive
Compensation Committee evaluated the responsibilities of the position held and
the experience of the individual. In determining the base salary granted to
Herbert Glimcher, the Company's Chief Executive Officer, and to David J.
Glimcher, the Company's Chief Operating Officer, for the fiscal year 1997, the
Executive Compensation Committee took into account their experience and
performance, as well as the Company's performance, share appreciation and total
return to shareholders.
Annual Bonus
In 1997 the Executive Compensation Committee approved an incentive
compensation plan pursuant to which executive officers were entitled to receive
bonuses based on their annual base compensation and management level. In fiscal
1997, bonuses were granted to the executive officers in amounts ranging from 25%
to 35% of the annual base compensation of the respective officers. In
determining the 1997 bonus amounts, the Executive Compensation Committee
reviewed the performance of the Company, core portfolio trends, investment
activities in the acquisition and development areas of the Company and
non-financial performance measures such as the executive officer's performance,
effort and role in promoting the long term strategic growth of the Company, as
well as other matters as the Executive Compensation Committee deemed
appropriate.
Share Options
Under the Option Plans, both of which were approved by the Company's
shareholders, and the 1997 Plan, options to purchase Common Shares may be
granted to the Company's executive officers. The Option Plans' administrators
currently consist of the members of the Executive Compensation Committee, and
the 1997 Plan's administrators currently consist of Messrs. Philip Barach and
Harvey Weinberg, (together with the Executive Compensation Committee, the
"Administrators") who determine guidelines for the size of share option awards
based on factors, including competitive compensation data, which also are
considered in determining base salaries and annual bonus.
It is the intention of the Administrators to enhance the working incentive
and productivity of the Company's executive officers by granting share options
to such persons. The Administrators consider share options to be a successful
method of linking the interests of executives and the trustees with those of the
shareholders. Share options have been and generally will continue to be granted
with an exercise price equal to the market price of the Common Shares on the
date of grant and vest pursuant to schedules set by the Administrators. The
Administrators believe that by establishing a vesting schedule, the option
holder is motivated to create shareholder value over the long term since the
full benefit of the compensation package cannot be realized unless the recipient
remains an employee or a trustee of the Company until his options are fully
vested and unless the Common Shares appreciate in value.
14
<PAGE> 18
During fiscal year 1997, options to purchase Common Shares were granted
under the Employee Plan to certain of the executive officers of the Company.
Such options entitled the recipients to purchase Common Shares in amounts
ranging from 5,000 Common Shares to 20,000 Common Shares.
Omnibus Budget Reconciliation Act Implications for Executive Compensation
It is the responsibility of the Executive Compensation Committee to address
the issues raised by the change in the tax laws which made certain
non-performance-based compensation to executives of public companies in excess
of $1,000,000 non-deductible to the Company beginning in 1994. In this regard,
the Committee determines whether any actions with respect to this limit should
be taken by the Company. At this time, no executive officer has received during
1997 nor is it anticipated that any executive officer of the Company will
receive any such compensation in excess of this limit during 1998. Therefore,
during 1997, the Executive Compensation Committee did not take any action to
comply with the limit. The Executive Compensation Committee will continue to
monitor this situation and will take appropriate action if it is warranted in
the future.
Conclusion
The goal of the Executive Compensation Committee is to enhance the
profitability of the Company, and, thus, shareholder value, by aligning closely
the financial interests of the Company's key executives with those of its
shareholders. Specifically, the Executive Compensation Committee seeks to
enhance the Company's ability to attract and retain qualified executive
officers, to motivate such executives to achieve the goals inherent in the
Company's business strategy and to emphasize share ownership by such executives
and, thereby, tie long-term compensation to increases in shareholder value.
To permit an ongoing evaluation of the link between the Company's
performance and its executive compensation, the Executive Compensation Committee
will review the Company's executive compensation program each year. This review
will include a review of such executive's responsibilities and efforts and
contributions to the Company's performance and future growth of the Company's
revenues and earnings.
In addition, while the elements of compensation described above will be
considered separately, the Executive Compensation Committee will take into
account the full compensation package afforded by the Company to the individual,
including pension benefits, supplemental retirement benefits, severance plans,
insurance and other benefits.
Through the programs described above, a very significant portion of the
Company's executive compensation is linked to individual and corporate
performance.
The foregoing report has been furnished by the Executive Compensation
Committee.
Oliver Birckhead
E. Gordon Gee
Herbert Glimcher
Alan R. Weiler
Harvey Weinberg
Philip G. Barach
March 31, 1998
15
<PAGE> 19
SHARE PRICE PERFORMANCE GRAPH
The following table compares the cumulative total shareholder return on the
Common Shares for the period commencing January 26, 1994(1) through December 31,
1997 with the cumulative total return on the Standard & Poor's 500 Stock Index
("S&P 500") and the NAREIT Equity REIT Total Return Index(2) ("NAREIT Index")
for the period commencing January 1, 1994 through December 31, 1997. Total
return values for the S&P 500, the NAREIT Index and the Common Shares were
calculated based on cumulative total return assuming the investment of $100 in
the S&P 500 and the NAREIT Index on January 1, 1994, and in the Common Shares on
January 26, 1994 and assuming reinvestment of dividends. The shareholder return
shown on the graph below is not necessarily indicative of future performance.
SHARE PRICE PERFORMANCE GRAPH
<TABLE>
<CAPTION>
MEASUREMENT PERIOD GRT TOTAL S&P 500
(FISCAL YEAR COVERED) RETURN NAREIT INDEX
<S> <C> <C> <C>
1/1/94 100 100 100
12/31/94 117.10 103.17 101.31
12/31/95 101.73 118.92 139.23
12/31/96 143.65 160.86 171.19
12/31/97 161.15 193.48 228.32
</TABLE>
- ---------------
* GRT Initial Public Offering was 1/26/94
(1) Since the Company did not commence operation until January 26, 1994, which
is the date the Company's initial public offering was consummated, no data
prior thereto is available.
(2) The NAREIT Equity REIT Total Return Index (consisting of 176 companies with
a total market capitalization of $127.8 billion) is maintained by the
NAREIT.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with its initial public offering, the Company and its
affiliates acquired several properties (the "Glimcher Properties," or
singularly, a "Glimcher Property") from Herbert Glimcher, David J. Glimcher and
entities, or the beneficial owners of such entities, affiliated with Herbert
Glimcher and David Glimcher (collectively, the "Glimcher Entities"). In
addition, at that time the Company was granted options ("Purchase Options") to
purchase, at the lower of cost or 90% of its fair market value (as determined by
a third party independent appraiser selected by the independent trustees), the
interest of certain of the Glimcher Entities described above, who are also
executive officers of the Company, in such parcels. As of December 31, 1997, the
Company had Purchase Options in connection with the following parcels: (i) five
undeveloped outparcels contiguous to four of the Glimcher Properties aggregating
approximately 94.4 acres, of which management believes that four parcels are
best suited to residential or other non-retail development and one parcel is
owned in partnership where the minority partner has not consented to a transfer
of such parcel to the Company; and (ii) an approximately 64.8 acre parcel of
undeveloped land in Delaware County, Ohio, which is not contiguous to any of the
Glimcher Properties; and various other parcels of undeveloped land which are not
contiguous to any of the Glimcher Properties, ranging in size from one acre to
approximately 36.6 acres. Each such option is exercisable only if the respective
parcel is developed as a retail property.
16
<PAGE> 20
Certain of the transferors of the Glimcher Properties (i.e. Herbert
Glimcher, all of Herbert Glimcher's children, including David Glimcher and
Michael Glimcher, and a brother of Herbert Glimcher), who are also executive
officers of the Company and/or immediate family members of such executive
officers, own passive investments in certain tenants at some of the Company's
properties. Annual rents paid by and accounts payable to such tenants for the
year ended December 31, 1997 were $559,000 and $9,000, respectively. The
transferors of the Glimcher Properties believed at the time such leases were
executed that their terms with such tenants were no less favorable to the
landlord than those obtainable from independent third-party tenants.
Pursuant to the partnership agreement (the "Partnership Agreement") of
Glimcher Properties Limited Partnership, a Delaware limited partnership of which
a wholly owned corporation of the Company is general partner (the
"Partnership"), Herbert Glimcher and David J. Glimcher, limited partners of the
Partnership, agreed to indemnify the Partnership, the general partner of the
Partnership and the Company from and against all liability incurred by them as a
result of any inaccuracy in a representation or warranty made with respect to
certain of the Company's properties in connection with the Company's initial
public offering. Herbert Glimcher's and David Glimcher's liability under such
indemnification terminated on January 26, 1997 pursuant to the terms of the
Partnership Agreement. As security for such indemnification obligations, Herbert
Glimcher and David J. Glimcher granted to the Partnership a lien on their
limited partnership interests in the Partnership and all Common Shares acquired
by them in connection with the Company's initial public offering. In August
1994, 106,275 of Herbert Glimcher's Common Shares were released from the lien
granted to the Partnership and pursuant to the terms of the Partnership
Agreement, in lieu thereof, Herbert Glimcher consented to personal liability for
his indemnification obligations to the extent of the value of the released
Common Shares. The aggregate value of the aforesaid security interest and
personal liability was approximately $38.6 million on January 26, 1997. The
aforesaid liens and personal liability also terminated on January 26, 1997.
Herbert Glimcher, as a trustee and executive officer of the Company, and David
J. Glimcher, as a trustee of the Company, each had a conflict of interest with
respect to their obligations as trustee and/or executive officer of the Company
in connection with enforcement of the terms of the Partnership Agreement.
In 1997, the Company reimbursed The Glimcher Company ("TGC") and Corporate
Flight, Inc. ("CFI"), each of which is wholly owned by Herbert Glimcher, $11,000
and $179,000, respectively, for the use in connection with Company related
matters, of a bus owned by TGC and an airplane leased by CFI. GDC reimbursed the
same two companies $25,000 and $895,000, respectively for the use of such bus
and airplane in connection with Company related matters.
Alan R. Weiler, a trustee serving a three year term which expires in 1999,
is the president of Archer-Meek-Weiler Agency, Inc., a general insurance agency,
which has received fees from the Company in connection with the placement of
certain insurance policies for the Company. The aggregate fees received by
Archer-Meek-Weiler Agency, Inc. for providing such services during the fiscal
year 1997 were approximately $137,113. On January 9, 1998, WSS Limited
Partnership, in which Mr. Weiler and his wife are limited partners, received
17,617 Units of the Operating Partnership of the Company in exchange for
contribution of land with respect to WSS Limited Partnership's interest in the
property purchased by the Company for the purpose of constructing Polaris
Shopping Center in Columbus, Ohio.
The Company has entered into Severance Benefit Agreements (the "Severance
Agreements") with Messrs. Herbert Glimcher, William R. Husted, George A.
Schmidt, Timothy C. Getz, William G. Cornely and Michael P. Glimcher, all
executive officers of the Company (each, an "Executive"). If an Executive is an
employee of the Company immediately prior to a "Change in Control of GRT" (as
defined in the Severance Agreements), the Executive shall be entitled to receive
from the Operating Partnership a lump sum severance payment equal to three times
the Executive's annual compensation during the calendar year preceding the
calendar year in which the Change in Control of GRT occurs, such annual
compensation to include (i) all base salary and bonuses paid or payable to the
Executive, (ii) all grants of restricted Common Shares of the Company and (iii)
the fair market value of any other property or rights given or awarded to the
Executive by the Company. In addition, any restricted Common Shares, or options
to purchase Common Shares, granted to the Executive shall vest on the day
immediately prior to the date of a Change in Control of GRT.
17
<PAGE> 21
For a period of 18 months following a Change of Control of GRT, the Company
shall maintain in full force and effect all life, medical and dental insurance
benefit plans and programs or arrangements in which the Executive was entitled
to participate immediately prior to the date of the Change in Control of GRT,
subject to certain conditions and limitations as set forth in the Severance
Agreements.
Additionally, an Executive who receives any compensation or recognizes any
income which constitutes an "excess parachute payment" within the meaning of
Section 280G(b)(1) of the Code, or for which a tax is otherwise payable under
Section 4999 of the Code, is entitled to receive from Glimcher Properties
Limited Partnership, the Company's operating partnership, an additional amount
(the "Additional Amount") equal to the sum of (i) all taxes payable by the
Executive under Section 4999 of the Code with respect to such excess parachute
payments, including the Additional Amount, plus (ii) all income taxes payable by
the Executive with respect to the Additional Amount.
On March 9, 1998, David J. Glimcher resigned as an officer of the Company,
at which time Mr. Glimcher's Severance Agreement terminated and the Company
entered into a new Severance Benefits Agreement with Mr. Glimcher pursuant to
which the Company agreed to pay Mr. Glimcher a severance payment equal to his
annual compensation (consisting of all base salary and bonuses) paid to him
during 1997, as well as the bonus due him for services rendered to the Company
in 1997. Additionally, the Company will pay Mr. Glimcher's medical insurance
premiums under the Company's employee medical plan for 24 months from March 9,
1998, and the Company will match all payments made by Mr. Glimcher to the
Company's Retirement Savings Plan during 1997 and payments made by Mr. Glimcher
to the Plan in 1998 resulting from any bonus earned in 1997 and paid in 1998.
On October 16, 1996, the Company formed Glimcher Development Corporation, a
wholly owned non-qualified REIT subsidiary ("GDC"), whose shareholders are: (i)
the Partnership (holding a 95% non-voting economic interest in GDC), and (ii)
Herbert Glimcher and Michael P. Glimcher (collectively holding a 100% voting
interest and a 5% economic interest in GDC). David J. Glimcher was a shareholder
of GDC from its inception to March 1998 when he departed as an executive officer
of the Company and sold his interests in GDC to Herbert Glimcher and Michael P.
Glimcher. The Company transferred 51 of its employees in the construction,
development, leasing and legal departments to GDC. GDC provides services for a
fee, to the Company, to ventures in which the Company has an ownership interest
and to third parties. GDC allows the REIT to earn non-qualified revenues without
jeopardizing its REIT status.
The foregoing transactions were approved by the members of the Audit
Committee of the Board.
ADDITIONAL INFORMATION WITH RESPECT TO EXECUTIVE COMPENSATION,
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
On February 14, 1994, the Board established an Executive Compensation
Committee, the function of which is to determine compensation for the executive
officers of the Company. The Executive Compensation Committee consists of Philip
G. Barach, Oliver Birckhead, E. Gordon Gee, Herbert Glimcher, Alan R. Weiler and
Harvey Weinberg. In addition, the members of the Executive Compensation
Committee administer the Option Plans Messrs. Philip Barach and Harvey Weinberg
administer the 1997 Plan and determine the number of options granted to the
trustees and employees of the Company under the Option Plans. Other than Herbert
Glimcher, who is the Chairman and Chief Executive Officer of the Company, none
of the members of the Executive Compensation Committee are employees of the
Company.
18
<PAGE> 22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Common Shares by each trustee and Named Executive and by all
trustees and Named Executives as a group as of March 16, 1998.
<TABLE>
<CAPTION>
AMOUNT
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER(1) OWNED(2)(3) OF CLASS(4)
---------------------- ------------ -----------
<S> <C> <C>
Herbert Glimcher(5)......................................... 1,365,720 5.50%
David J. Glimcher(6)
David J. Glimcher Company
88 W. Broad St.
Columbus, Ohio 43215...................................... 798,689 3.27%
William R. Husted(7)........................................ 45,020 0.19%
Alan Perlstein(8)........................................... 6,333 0.03%
Michael P. Glimcher(9)...................................... 276,538 1.15%
Philip G. Barach(10)
Kenwood Professional Building
9403 Kenwood Road, Suite D100
Cincinnati, Ohio 45242.................................... 11,100 .05%
Oliver Birckhead(11)
PNC Bank 201
East Fifth Street, Suite 1000
Cincinnati, Ohio 45202.................................... 14,500 .06%
E. Gordon Gee(12)
Office of the President
Brown University,
Box 1860
Providence, RI 02912-1860................................. 3,500 .01%
Alan R. Weiler(13)
Archer-Meek-Weiler Agency, Inc.
150 E. Mount Street, Suite 308
Columbus, Ohio 43215...................................... 13,500 .06%
Harvey Weinberg(14)
164 Timberlane
Glencoe, IL 6022.......................................... 5,000 .02%
All trustees and executive
officers as a group (13 persons).......................... 2,566,518 9.89%
</TABLE>
- ---------------
(1) Unless otherwise indicated, the address for each such individual is 20
South Third Street, Columbus, Ohio 43215.
(2) Unless otherwise indicated, the person has sole voting and investment power
with respect to such Common Shares.
(3) Several of the trustees and executive officers of the Company own Units of
partnership interest in Glimcher Properties Limited Partnership, a Delaware
limited partnership, which Units may (at the holder's election) be redeemed
at any time for cash (at a price equal to the fair market value of an equal
number of Common Shares) or, at the option of the Company, for Common
Shares on a one-for-one basis.
(4) Amount and Percent of Class was computed based on 23,676,321 Common Shares
outstanding as of March 16, 1998, and, in each person's case, the number of
Common Shares issuable upon the exercise of options and the redemption of
Units held by such persons, or in the case of all trustees and executive
officers as a group, the number of Common Shares issuable upon the exercise
of options and the redemption of Units held by all such members of such
group, but does not include the number of Common Shares issuable upon the
exercise of any other outstanding options or the redemption of any other
Units. Common Shares issuable upon exercise of options are included only to
the extent the related options are exercisable within 60 days of the date
of this Proxy Statement.
(Footnotes continued on next page)
19
<PAGE> 23
(5) Includes 53,553 shares held by Herbert Glimcher individually and 106,275
Common Shares owned by the Herbert and DeeDee Glimcher Charitable Trust of
which Mr. Glimcher's wife is the trustee. Also includes 958,230 Units held
by Mr. Glimcher, 120,404 Units held by Mr. Glimcher's wife and 83,333 of
Mr. Glimcher's 375,000 options, of which 50,000 options became fully vested
on January 26, 1997, 16,666 options vested on March 14, 1997 and 16,667
options vested on March 14, 1998. Also includes 41,400 Common Shares which
are owned by Mr. Glimcher and his wife as tenants-in-common and 2,525
Common Shares which are owned by trusts for the benefit of Mr. Glimcher's
grandchildren and nephews of which Mr. Glimcher's wife is trustee.
(6) Includes 599,582 Units held by Mr. Glimcher, 3,582 Units held by The David
J. Glimcher Company which is wholly owned by Mr. Glimcher. Also includes
1,500 Common Shares owned by The David J. Glimcher Company, and 6,907
Common Shares owned by Mr. Glimcher's wife, 9,448 Common Shares owned by
trusts, of which Mr. Glimcher's wife is trustee or co-trustee. Also
includes 175,000 options, all of which became fully vested upon Mr.
Glimcher's departure from employment by the Company on March 9, 1998.
(7) Includes 16,088 Units held by Mr. Husted, 25,832 of Mr. Husted's 37,500
options, of which 12,500 options became fully vested on January 26, 1997,
6,666 options vested on March 14, 1997, and 6,667 options vested on March
14, 1998. Also includes 3,100 Common Shares owned by Mr. Husted.
(8) Mr. Perlstein was granted an option to purchase 10,000 shares on March 31,
1997, 3,333 of which will become exercisable on March 31, 1998. Amount
shown also includes 3,000 Common Shares, 500 of which are owned by Mr.
Perlstein's wife.
(9) Includes 157,189 Units held by Mr. Glimcher. Also includes 13,666 of Mr.
Glimcher's 32,000 options, 7,000 of which became fully vested on January
26, 1997, 3,333 of which vested on March 14, 1997 and 3,333 of which vested
on March 14, 1998, 3,000 shares held in trust, David J. Glimcher,
Co-trustee and 102,683 units held in trust, David J. Glimcher, Co-trustee.
(10) Includes 3,500 options which are immediately exercisable. Also includes
7,100 Common Shares owned directly by Mr. Barach, and 500 Common Shares
owned indirectly, by his wife.
(11) Includes 500 options which are immediately exercisable. Also includes
12,000 shares owned by a trust for the benefit of Mr. Birckhead, of which
Mr. Birckhead is the trustee, 1,000 shares owned by the Oliver W. Birckhead
Charitable Remainder Unit Trust, and 1,000 shares owned by Mr. Birckhead's
wife.
(12) Represents options which are immediately exercisable.
(13) Represents 10,000 Common Shares and 3,500 options which are immediately
exercisable.
(14) Includes 4,000 Common Shares owned directly by Mr. Weinberg and 1,000
Common Shares owned indirectly, by Mr. Weinberg's wife.
20
<PAGE> 24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the beneficial
ownership of the Common Shares by each person, other than the trustees and the
Named Executives, known by the Company to be the beneficial owner of more than
five percent of the Company's outstanding Common Shares as of the dates
indicated below.
<TABLE>
<CAPTION>
AMOUNT
NAME AND BENEFICIALLY PERCENT
BUSINESS ADDRESS OWNED(1) OF CLASS
---------------- ------------ --------
<S> <C> <C>
Ohio PERS................................................... 1,500,000(2) 6.34%
277 East Town Street
Columbus, Ohio 43215
</TABLE>
- ---------------
(1) Unless otherwise indicated, the person has sole voting and investment power
with respect to such Common Shares.
(2) The person has sole voting and dispositive power with respect to all of such
Common Shares. The information provided above has been obtained by the
Company from a Schedule 13G Statement filed by Ohio PERS with the Securities
and Exchange Commission on February 13, 1998, pursuant to Section 13(g) of
the Exchange Act.
SECTION 16(a)
BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's trustees,
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission on Forms 3, 4
and 5. Trustees, executive officers and greater than 10% beneficial owners are
required by regulation of the Securities and Exchange Commission to furnish the
Company with copies of all Section 16(a) Forms 3, 4 and 5 they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the year ended
December 31, 1997, all of its trustees, executive officers and greater than 10%
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during 1997 except William Cornely who filed a late Form
3 in connection with his date of hire by the Company, and David Glimcher,
Michael Glimcher and George Schmidt, who filed late Form 4's in connection with
the purchase of OP Units from another OP Unit holder.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Company at its principal
executive offices not later than November 28, 1998 for inclusion in the
Company's proxy statement and form of proxy relating to that meeting.
In addition, the Bylaws of the Company provide that in order for a
shareholder to nominate a candidate for election as a trustee at an annual
meeting of shareholders or propose business for consideration at such meeting,
notice must be given to the secretary of the Company no more than 90 days nor
less than 60 days prior to the first anniversary of the preceding year's annual
meeting. The fact that the Company may not insist upon compliance with these
requirements should not be construed as a waiver by the Company of its right to
do so at any time in the future.
FINANCIAL AND OTHER INFORMATION
The Company's Annual Report for the fiscal year ended December 31, 1997,
including financial statements, is being sent concurrently to the Company's
shareholders with this Proxy Statement.
21
<PAGE> 25
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. Brokers and
nominees should forward soliciting materials to the beneficial owners of the
Common Shares held of record by such persons, and the Company will reimburse
them for their reasonable forwarding expenses. In addition to the use of the
mails, proxies may be solicited by trustees, officers and regular employees of
the Company, who will not be specially compensated for such services, by means
of personal calls upon, or telephonic or telegraphic communications with,
shareholders or their personal representatives.
OTHER MATTERS
The Board knows of no matters other than those described in this Proxy
Statement which are likely to come before the Annual Meeting. If any other
matters properly come before the Annual Meeting, the persons named in the
accompanying form of proxy intend to vote the proxies in accordance with their
best judgment.
By Order of the Board of Trustees
/s/ George A. Schmidt
GEORGE A. SCHMIDT
Secretary
March 31, 1998
22
<PAGE> 26
GLIMCHER REALTY TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY
The undersigned shareholder of Glimcher Realty Trust, a Maryland real
estate investment trust (the "Company"), hereby appoints Herbert Glimcher and
William G. Cornely and each of them, as proxy for the undersigned, with full
power of substitution, to vote and otherwise represent all the shares that the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Company to be held on Friday, May 15, 1998 at 11:00 a.m. at the Hyatt on Capitol
Square, 75 East State Street, Columbus, Ohio 43215, and at any adjournment(s) or
postponement(s) thereof, with the same effect as if the undersigned were present
and voting such shares, on the matters and in the manner set forth below and as
further described in the accompanying Proxy Statement. The undersigned hereby
revokes any proxy previously given with respect to such shares.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders and the accompanying Proxy Statement.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE. IF THIS PROXY IS EXECUTED BUT NO SPECIFICATION IS MADE, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES AND THE
PROPOSALS AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF.
1. The election of the following persons as trustees of the Company to serve
for the respective terms as set forth in the accompanying Proxy Statement.
PHILIP G. BARACH
[ ] FOR such nominee [ ] WITHHELD as to such nominee
OLIVER BIRCKHEAD
[ ] FOR such nominee [ ] WITHHELD as to such nominee
E. GORDON GEE
[ ] FOR such nominee [ ] WITHHELD as to such nominee
2. The approval of the Company's 1997 Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The ratification of the appointment of Coopers & Lybrand L.L.P. as the
Company's independent public accountants for the fiscal year ending
December 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To vote and otherwise represent the shares on any other matters which may
properly come before the meeting or any adjournment(s) or postponement(s)
thereof, in their discretion.
[ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
<PAGE> 27
Please sign exactly as name appears
hereon and date. If the shares are held
jointly, each holder should sign. When
signing as an attorney, executor,
administrator, trustee, guardian or as
an officer signing for a corporation,
please give full title under signature.
Dated , 1998
-----------------------------
----------------------------------------
Signature
----------------------------------------
Signature, if held jointly
Votes must be indicated by filling in
(X) in black or blue ink.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope
