<PAGE> 1
================================================================================
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 (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
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, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 annual meeting of
shareholders which will be held on Wednesday, May 12, 1999, beginning at 11 a.m.
at The Athletic Club of Columbus, 136 East Broad 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 12, 1999
- --------------------------------------------------------------------------------
The annual meeting of shareholders of Glimcher Realty Trust (the
"Company") will be held at The Athletic Club of Columbus at 136 East Broad
Street, Columbus, Ohio, 43215, on Wednesday, May 12, 1999 at 11:00 a.m., local
time, for the following purposes:
1. To elect three trustees to serve until the 2002 annual meeting
of shareholders and until their successors are elected and
qualify.
2. To ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent public accountants for the fiscal year
ending December 31, 1999.
3. 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 22, 1999 as the record date for
determining the 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, 1999
Columbus, Ohio
<PAGE> 4
[LOGO]
GLIMCHER REALTY TRUST
20 SOUTH THIRD STREET
COLUMBUS, OHIO 43215
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 1999
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 Wednesday, May 12, 1999 at The Athletic Club of Columbus, 136 East
Broad 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 shareholders of the Company on or about March 31, 1999.
At the Annual Meeting, the shareholders 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 2002
annual meeting of shareholders and until their
successors are elected and qualify;
2. The ratification of the appointment of
PricewaterhouseCoopers, LLP as independent public
accountants for the fiscal year ending December 31,
1999; and
3. 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 22, 1999 (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, 23,721,215 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
<PAGE> 5
cast at the Annual Meeting is required to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent public accountants
(Proposal 2). 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, in favor of all Proposals. 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 which may come
before the Annual Meeting, and, because no shareholder nominations for election
to the Board of Trustees and no shareholder proposals of business to be
considered by shareholders at the Annual Meeting were received by the Company
before November 28, 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 I Trustees") whose terms will expire at the 2001
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 II 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 II Trustees will be elected to hold office for a term
of three years until the annual meeting of shareholders to be held in 2002, and
until their respective successors are duly elected and qualify.
-2-
<PAGE> 6
For information regarding the beneficial ownership of Common Shares by
current trustees of the Company, see "Security Ownership of Certain Beneficial
Owners and Management."
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.
NOMINEES FOR ELECTION AS CLASS II TRUSTEES
George A. Schmidt, 51, was promoted to Executive Vice President of the
Company on March 9, 1999. Prior thereto, he served as 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, and is a member of
the International Council of Shopping Centers ("ICSC") and the National
Association of Real Estate Investment Trusts ("NAREIT"). Mr. Schmidt has been a
guest lecturer on shopping center leasing, legal and development issues for the
American Bar Association and ICSC.
Alan R. Weiler, 65, 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, and he became Chairman and Chief Executive Officer
of the insurance agency in January, 1999. 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.
Michael P. Glimcher, 31, has been a trustee of the Company since June
1997 and was promoted to Executive Vice President on March 9, 1999. Prior
thereto, he was Senior Vice President of Leasing and Development of the Company
since May, 1998, and Senior Vice President of Leasing since September, 1996. 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.
-3-
<PAGE> 7
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.
Philip G. Barach, 69, 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 Class I
Trustee, a member of the Audit Committee and chairman of the Executive
Compensation Committee of the Board.
Oliver Birckhead, 76, 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 a Class I
Trustee, chairman of the Audit Committee and a member of the Executive
Compensation Committee of the Board.
E. Gordon Gee, 55, has been a trustee of the Company since January 1994.
He was the president of The Ohio State University from 1990 to 1997. He has been
the President of Brown University since January, 1998. 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 Class I Trustee and a member of the
Executive Compensation Committee of the Board.
David J. Glimcher, 46, 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. He is currently the President and Chief Executive
Officer of The David J. Glimcher Company. Mr. Glimcher served as President and
Chief Executive Officer of The Glimcher Company from 1987 until January, 1998.
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 NAREIT, and is active in several charitable and
cultural organizations. Mr. Glimcher is a Class III Trustee.
Herbert Glimcher, 70, 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 acquisition, development and management of over 200 shopping centers
during his approximately 40 year career in real estate. Mr. Glimcher is a member
of ICSC and NAREIT, and is active in several charitable and
-4-
<PAGE> 8
cultural organizations. Mr. Glimcher is a Class III Trustee, and a member of the
Executive Committee and Executive Compensation Committee of the Board.
Harvey Weinberg, 61, has been a trustee of the Company since July 1997.
Mr. Weinberg has over 35 years of 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. 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. He is also a visiting executive
professor at the University of North Florida Graduate School of Business,
Jacksonville, Florida. 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, 1998, the Board held
four regular quarterly meetings and one special meeting. 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, 1998.
The Executive Committee is composed of Messrs. Herbert Glimcher, Michael
P. Glimcher and William R. Husted. Following his election to the Board of
Trustees, Mr. George A. Schmidt will replace Mr. Husted as a member of the
Executive Committee. 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 two times during the fiscal
year ended December 31, 1998.
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
-5-
<PAGE> 9
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 "1993 Option Plans"). In 1997, the Executive Compensation
Committee approved the 1997 Incentive Plan (the "1997 Plan" and together with
the 1993 Option Plans, the "Option Plans"). The Executive Compensation Committee
met three times during the fiscal year ended December 31, 1998.
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, effective January 1, 1998, David J. Glimcher
does not receive any trustees' fees. It is the Company's current intention to
make annual grants of options to purchase 3,000 Common Shares to each
non-employee trustee. In addition, the Company reimburses the trustees for
travel expenses incurred in connection with their activities on behalf of the
Company. Trustees who are also employees of the Company do not receive any
additional compensation by reason of their services as trustees.
On May 29, 1998, Messrs. Barach, Birckhead, Gee, Weiler, Weinberg, and
David J. Glimcher were each granted, under the Trustee Plan, options to purchase
2,500 Common Shares at an exercise price of $20.50 per share. The options
granted to them vested and were exercisable immediately upon the grant thereof.
- --------------------------------------------------------------------------------
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF GEORGE A.
SCHMIDT, ALAN R. WEILER, AND MICHAEL P. GLIMCHER TO SERVE UNTIL THE 2002 ANNUAL
MEETING OF SHAREHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFY.
- --------------------------------------------------------------------------------
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board and the Audit Committee have appointed the firm of
PricewaterhouseCoopers LLP, which firm was engaged as independent public
accountants for the fiscal year ended December 31, 1998, to audit the financial
statements of the Company for the fiscal year ending December 31, 1999. A
proposal to ratify this appointment is being presented to the shareholders at
the Annual Meeting. A representative of PricewaterhouseCoopers LLP 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 A VOTE "FOR" THE PROPOSED RATIFICATION OF
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
- --------------------------------------------------------------------------------
-6-
<PAGE> 10
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.
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, 49. 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 elected to the
additional office of Chief Operating Officer by the Board on March 9, 1998. On
March 9, 1999, Mr. Cornely was promoted to Executive Vice President. Mr. Cornely
was associated with the international accounting firm of Coopers & Lybrand
L.L.P. (predecessor to PricewaterhouseCoopers, LLP) from 1977 until 1997, and
was a partner of such firm from 1986 until 1997. Mr. Cornely has a B.S. degree
from The Ohio State University.
Michael P. Glimcher, 31, Executive Vice President. Biographical
information regarding Mr. Glimcher is set forth under "Proposal 1 - Election of
Trustees."
William R. Husted, 62, Senior Vice President of Construction, 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.
Alan S. Perlstein, 54, 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.
George A. Schmidt, 51, Executive Vice President, General Counsel and
Secretary. Biographical information regarding Mr. Schmidt is set forth under
"Proposal 1 - Election of Trustees."
John P. Hoeller, 59, has been Senior Vice President/Director of
Properties of the Company since December, 1997. Mr. Hoeller is responsible for
the day-to-day marketing and operations of all of the Company's properties. He
has over 20 years of experience in operating retail stores and shopping malls,
including Senior Vice President and General Manager of the Saks Fifth Avenue New
York City flagship store, Senior Vice President and Director of Stores of
Barneys New York, and Vice President and Regional Director of the Detroit
metropolitan area stores for J.L. Hudson Company. He was Executive Vice
President of The Taubman Company and Vice President Regional Director of
Properties for Wellspark Group.
-7-
<PAGE> 11
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 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, 1996, 1997 and 1998. The Company did
not grant any restricted share awards or share appreciation rights, or make any
long-term incentive plan payouts during the years indicated.
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.
<TABLE>
Summary Compensation Table
Long-Term
Compensation
------------
Annual Compensation(1) Common Shares
---------------------------- Underlying
Name & Principal Position Year Salary Bonus Options
- ------------------------- ---- ------ ----- -------------
<S> <C> <C> <C> <C>
Herbert Glimcher(2) 1998 $503,592 $192,784 100,000
President, Chairman of the Board 1997 $325,000 $113,750 275,000
and Chief Executive Officer 1996 $325,000 $ 85,000 50,000
William G. Cornely(2)(3) 1998 $241,874 $ 79,365 50,000
Executive Vice President, 1997 $142,482 $ 35,609 20,000
Chief Operating Officer, Chief 1996
Financial Officer and Treasurer
Michael P. Glimcher(2) 1998 $228,600 $ 62,508 30,000
Executive Vice President 1997 $207,957 $ 50,375 15,000
1996 $150,000 $ 40,000 10,000
Alan Perlstein(4)(5) 1998 $211,171 $143,750 10,000
Senior Vice President 1997 $212,899 $ 35,000 10,000
of Development 1996
William R. Husted(6) 1998 $206,051 $ 56,342 30,000
Senior Vice President 1997 $192,409 $ 44,792 15,000
of Construction 1996 $178,129 $ 40,000 10,000
</TABLE>
- -------------------
(1) The total value of all perquisites and other personal benefits received
by each officer 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 such officer during the fiscal year.
(2) The amount shown includes $3,600 each for automobile allowances paid by
the Company during 1998 for the benefit of Herbert Glimcher, Michael P.
Glimcher and William G. Cornely.
-8-
<PAGE> 12
(3) Mr. Cornely did not commence employment with the Company until 1997.
(4) The amount shown includes $23,671 and $37,899 for automobile allowances
and relocation costs paid by the Company during 1998 and 1997,
respectively, for the benefit of Alan Perlstein.
(5) Mr. Perlstein did not commence employment with the Company until 1997.
(6) The amount shown includes $6,051, $6,621 and $3,129 for automobile
allowances paid by the Company during 1998, 1997 and 1996, respectively,
for the benefit of William R. Husted.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options to
purchase Common Shares granted during the fiscal year ended December 31, 1998 to
the Named Executives. The Company did not grant any share appreciation rights
during 1998.
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------------------------------
Number of
Securities Percent of Total
Underlying Options Granted Exercise or Grant Date
Options to Employees in Base Price Expiration Present Value
Name Granted(#) Fiscal Year ($/Sh) Date ($) (1)
- ---- ---------- ------------- -------- ------ -------
<S> <C> <C> <C> <C> <C>
Herbert Glimcher 100,000 25.94% $20.50 5/29/2008 $80,320
William G. Cornely 50,000 12.97% $20.50 5/29/2008 $40,160
Michael P. Glimcher 30,000 7.78% $20.50 5/29/2008 $24,096
Alan Perlstein 10,000 2.59% $20.50 5/29/2008 $ 8,032
William R. Husted 30,000 7.78% $20.50 5/29/2008 $24,096
</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.
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
END AND FISCAL YEAR END OPTION VALUES
During the fiscal year ended December 31, 1998, none of the Named
Executives exercised any options granted to them. As of December 31, 1998, none
of the options held by any of the Named Executives were in-the-money. 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>
Number of Securities
Underlying Unexercised Options
Held at December 31, 1998
Name Exercisable/Unexercisable
---- -------------------------
<S> <C>
Herbert Glimcher 175,000/300,000
William G. Cornely 6,667/63,333
Michael P. Glimcher 18,667/43,333
Alan Perlstein 3,333/16,667
William R. Husted 15,833/21,667
</TABLE>
-9-
<PAGE> 13
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, 1998, 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, 1998, the Executive
Compensation Committee evaluated the responsibilities of the position held and
the experience of the individual with reference to the competitive marketplace
for executive officers at certain other similar companies. In determining the
base salary granted to Herbert Glimcher, the Company's Chief Executive Officer,
and to William G. Cornely, the Company's Chief Operating Officer and Chief
Financial Officer, for the fiscal year 1998, the Executive Compensation
Committee took into account their experience and performance, as well as the
Company's performance.
Annual Bonus
In 1997 the Executive Compensation Committee approved the 1997 Plan
pursuant to which executive officers were entitled to receive bonuses based on
their annual base compensation and management level. In fiscal 1998, 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 1998
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 deemed appropriate by
the Executive Compensation Committee.
Share Options
It is the intention of the Executive Compensation Committee to enhance
the working incentive and productivity of the Company's executive officers by
granting share options to such persons. The Executive Compensation Committee
considers share options to be a successful method of linking the interests of
executives and the trustees with those of the shareholders. In determining
annual share
-10-
<PAGE> 14
option grants, the Executive Compensation Committee bases its decision on the
individual's performance and potential to improve shareholder value.
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 Option Plans' administrators.
The Executive Compensation Committee believes 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.
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, including
the Company, in excess of $1,000,000 non-deductible 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, it is not anticipated that any
executive officer of the Company will receive any such compensation in excess of
this amount. 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.
-11-
<PAGE> 15
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.
March 31, 1999 Philip G. Barach Herbert Glimcher
Oliver Birckhead Alan R. Weiler
E. Gordon Gee Harvey Weinberg
-12-
<PAGE> 16
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, 1998 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, 1998.
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.
<TABLE>
<CAPTION>
-------------------------------------------------
GRT Total NAREIT S&P 500
Return Index
-------------------------------------------------
<S> <C> <C> <C>
1/1/94 100.00 100.00 100.00
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
12/31/97 161.15 193.45 228.32
12/31/98 124.33 159.59 293.57
-------------------------------------------------
</TABLE>
- -------------------
(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 210 companies with
a total market capitalization of $138.3 billion) is maintained by the NAREIT,
and is published monthly based upon the last closing prices of the preceding
month.
-13-
<PAGE> 17
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 J. 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 and/or trustees of the Company, in such parcels. As of
December 31, 1998, the Company had Purchase Options in connection with the
following parcels: (i) five undeveloped outparcels contiguous to four of the
Glimcher Properties aggregating approximately 91.4 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; (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.
Certain of the transferors of the Glimcher Properties (i.e. Herbert
Glimcher, all of Herbert Glimcher's children, including David J. Glimcher and
Michael P. 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, 1998 were $506,000 and $162,000, 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.
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. GDC employs personnel in the
construction, development, leasing and legal departments. 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.
In 1998, the Company reimbursed The Glimcher Company ("TGC") and
Corporate Flight, Inc. ("CFI"), each of which is wholly owned by Herbert
Glimcher, approximately $2,000 and $36,000, respectively, for the use in
connection with Company related matters, of a bus owned by TGC and an airplane
owned by CFI. GDC reimbursed the same two companies approximately $5,000 and
$688,000, 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 this
year, but who has been nominated for another three-year term, is the Chairman
and Chief Executive Officer 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
-14-
<PAGE> 18
received by Archer-Meek-Weiler Agency, Inc. for providing such services during
the fiscal year 1998 were approximately $179,000. On January 9, 1998, WSS
Limited Partnership, in which Mr. Weiler and his wife are general partners ("WSS
LP"), received 17,617 units of limited partnership interest in Glimcher
Properties Limited Partnership ("Units") in exchange for WSS LP's contribution
of its interest in the entity owning land on which the Company is constructing
Polaris Towne Center in Columbus, Ohio.
The Company and the Partnership have entered into Severance Benefit
Agreements (the "Severance Agreements") with Messrs. Herbert Glimcher, William
R. Husted, George A. Schmidt, 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 will be entitled to receive
from the 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.
For a period of 18 months following a Change in Control of GRT, the
Company will 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 the 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 he and
the Company entered into a new Severance Benefits Agreement 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) for fiscal 1997, as
well as the bonus due him in 1998 for services rendered to the Company in 1997.
Additionally, the Company agreed to pay Mr. Glimcher's medical insurance
premiums under the Company's employee medical plan for 24 months commencing
March 9, 1998. The Company also agreed to match all payments made by Mr.
Glimcher to the Company's Retirement Savings Plan during 1997, and any payments
made by Mr. Glimcher to such Plan in 1998 resulting from any bonus earned in
1997 and paid in 1998.
The foregoing transactions were approved by the members of the Audit
Committee of the Board.
-15-
<PAGE> 19
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 1993 Option Plans (Messrs. Philip Barach and Harvey
Weinberg administer the 1997 Plan), and the Administrators 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.
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 22, 1999.
<TABLE>
<CAPTION>
Amount Percent
Name and Address Beneficially of
of Beneficial Owner(1) Owned(2)(3) Class(4)
- ---------------------- ----------- --------
<S> <C> <C>
Herbert Glimcher(5) 1,483,976 5.67%
William G. Cornely(6) 12,666 0.05%
Michael P. Glimcher(7) 279,872 1.07%
Alan Perlstein(8) 9,666 0.04%
William R. Husted(9) 46,688 0.18%
David J. Glimcher(10) 802,834 3.07%
David J. Glimcher Company
88 W. Broad St.
Columbus, Ohio 43215
Philip G. Barach(11) 21,100 0.08%
Kenwood Professional Building
9403 Kenwood Road, Suite D100
Cincinnati, Ohio 45242
Oliver Birckhead(12) 23,000 0.09%
PNC Bank
201 East Fifth Street, Suite 1000
Cincinnati, Ohio 45202
</TABLE>
-16-
<PAGE> 20
<TABLE>
<CAPTION>
Amount Percent
Name and Address Beneficially of
of Beneficial Owner(1) Owned(2)(3) Class(4)
- ---------------------- ----------- --------
<S> <C> <C>
E. Gordon Gee(13) 9,000 0.03%
Brown University
Office of the President
Box 1860
Providence, RI 02912-1860
Alan R. Weiler(14) 46,617 0.18%
Archer-Meek-Weiler Agency, Inc.
150 E. Mound Street, Suite 308
Columbus, Ohio 43215
Harvey Weinberg(15) 10,500 0.04%
164 Timberlane
Glencoe, IL 6022
All trustees and executive 2,774,133 10.59%
officers as a group (13 persons)
</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 23,720,755 Common
Shares outstanding as of March 10, 1999, 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.
(5) Includes 53,533 Common Shares held by Herbert Glimcher individually and
96,868 Common Shares held by the Herb 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 191,666 of Mr. Glimcher's 475,000 options, of which 50,000 options
fully vested on January 26, 1997, 25,000 options vested on April 14,
1998, 66,666 options vested on June 19, 1998, and 50,000 options vested
on March 14, 1999. Also includes 42,350 Common Shares which are owned by
Mr. Glimcher and his wife as tenants-in-common and 20,925 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 3,500 Common Shares held directly by William G. Cornely
individually, 1,500 Common Shares held in an individual retirement
account for the benefit of Mr. Cornely, and 1,000 Common Shares, held by
Mr. Cornely's wife. Also includes 6,666 of Mr. Cornely's 190,000
options, which 6,666 options vested and became exercisable on April 15,
1998.
-17-
<PAGE> 21
(7) Includes 157,189 Units held by Mr. Michael P. Glimcher. Also includes
17,000 of Mr. Glimcher's 167,000 options, 7,000 of which became fully
vested on January 26, 1997, and 10,000 of which vested on March 14,
1999, 3,000 Common Shares held in trust (Robert Glimcher and Arne
Glimcher, Co-Trustees), and 102,683 Units held in trust (Robert Glimcher
and Arne Glimcher, Co-Trustees).
(8) Includes 2,500 Common Shares held directly by Alan Perlstein
individually and 500 Common Shares held by Mr. Perlstein's wife. Also
includes 6,666 of Mr. Perlstein's 40,000 options, 3,333 of which vested
and became exercisable on March 31, 1998 and 3,333 of which vested and
became exercisable on March 31, 1999.
(9) Includes 16,088 Units held by William R. Husted, 27,500 of Mr. Husted's
127,500 options, of which 12,500 options became fully vested on January
26, 1997, 5,000 options vested on April 14, 1998, and 10,000 options
vested on March 14, 1999. Also includes 3,100 Common Shares owned by Mr.
Husted individually.
(10) Includes 599,582 Units held by David J. Glimcher and 3,582 Units held by
The David J. Glimcher Company which is wholly owned by Mr. Glimcher.
Also includes 2,670 Common Shares held by David J. Glimcher
individually, 500 Common Shares owned by The David J. Glimcher Company,
1,872 Common Shares owned by Mr. Glimcher's wife, and 13,128 Common
Shares owned by trusts, of which Mr. Glimcher's wife is trustee or
co-trustee. Also includes 175,000 options which fully vested upon Mr.
Glimcher's departure from employment by the Company on March 9, 1998,
and 5,500 options which are immediately exercisable.
(11) Includes 9,000 options which are immediately exercisable. Also includes
12,100 Common Shares owned directly by Mr. Barach.
(12) Includes 6,500 options which are immediately exercisable. Also includes
15,000 shares owned by Mr. Birckhead individually, 1,000 Common Shares
owned by the Oliver W. Birckhead Charitable Remainder Unit Trust, and
500 Common Shares owned by Mr. Birckhead's wife.
(13) Represents options which are immediately exercisable.
(14) Includes 20,000 Common Shares held directly by Mr. Weiler, 9,000 options
which are immediately exercisable, and 17,617 Units owned by a limited
partnership of which Mr. Weiler and his wife are the general partners.
(15) Includes 4,000 Common Shares owned directly by Mr. Weinberg and 1,000
Common Shares owned indirectly, by Mr. Weinberg's wife. Also includes
5,500 options which are immediately exercisable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
There is no beneficial ownership of Common Shares by any person not a
trustee or Named Executive known by the Company to be a beneficial owner of more
than five percent of the Company's outstanding Common Shares as of March 22,
1999.
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, 1998, 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 1998.
-18-
<PAGE> 22
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2000 Annual
Meeting of Shareholders must be received by the Company at its principal
executive offices not later than November 27, 1999 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, 1998,
including financial statements, is being sent concurrently to the Company's
shareholders with this Proxy Statement.
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 Trustees
/s/ George A. Schmidt
George A. Schmidt
Secretary
March 31, 1999
-19-
<PAGE> 23
PROXY GLIMCHER REALTY TRUST PROXY
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY MANAGEMENT OF GLIMCHER REALTY TRUST
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 proxies for the undersigned, with full
power of substitution in each of them, to attend the Annual Meeting of
Shareholders of the Company to be held on Wednesday, May 12, 1999 at 11:00 a.m.
at The Athletic Club of Columbus, 136 E. Broad St., Columbus, OH 43215, to cast
on behalf of the undersigned all votes that the undersigned is entitled to cast
at such meeting and otherwise to represent the undersigned at the meeting or
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 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.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<PAGE> 24
GLIMCHER REALTY TRUST
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
1. ELECTION OF TRUSTEES --
Nominees: George A. Schmidt, Alan R. Weiler, For Withhold For All
Michael P. Glimcher All All Except
(INSTRUCTION: to withhold authority to vote for
any individual nominee, write such name or names [ ] [ ] [ ]
in the space provided below.)
------------------------------------------------
2. The ratification of the appointment of
PricewaterhouseCoopers LLP as the For Against Abstain
Company's independent public accountants
for the fiscal year ending December 31, 1999. [ ] [ ] [ ]
3. To vote and otherwise represent the shares on any other matter 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. [ ]
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS AND THE ACCOMPANYING PROXY STATEMENT.
Dated: , 1999
----------------------------
Signature(s)
--------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
