SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
|_| Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Glimcher Realty Trust
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(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:
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[LETTERHEAD OF GLIMCHER REALTY TRUST]
20 South Third Street
Columbus, Ohio 43215
March 30, 2000
Dear Shareholder:
You are cordially invited to attend the 2000 annual meeting of
shareholders, which will be held on Wednesday, May 10, 2000, beginning at 11:00
a.m. at The Adam's Mark Hotel, 50 North Third 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,
Herbert Glimcher
Chairman
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GLIMCHER REALTY TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 10, 2000
The annual meeting of shareholders of Glimcher Realty Trust, a Maryland
real estate investment trust (the "Company"), will be held at The Adam's Mark
Hotel, 50 North Third Street, Columbus, Ohio 43215, on Wednesday, May 10, 2000
at 11:00 a.m., local time, for the following purposes:
1. To elect three trustees to serve until the 2003 annual meeting of
shareholders, one trustee to serve until the 2001 annual meeting of
shareholders, and one trustee 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, 2000.
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 the close of business on March 20, 2000 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
George A. Schmidt
Secretary
March 30, 2000
Columbus, Ohio
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[LOGO]
GLIMCHER REALTY TRUST
20 South Third Street
Columbus, Ohio 43215
PROXY STATEMENT
Annual Meeting of Shareholders
May 10, 2000
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 10, 2000 at The Adam's Mark Hotel, 50 North Third
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 30, 2000.
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. To elect three trustees to serve until the 2003 annual meeting of
shareholder, one trustee to serve until the 2001 annual meeting of
shareholders, and one trustee 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, 2000; and
3. Such other business as may properly come before the Annual Meeting.
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Only the holders of record of the Common Shares at the close of business
on March 20, 2000 (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, 23,773,201 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 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 discretion. The
Company does not presently intend to bring any other business before the Annual
Meeting, and pursuant to the Bylaws of the Company, 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 27, 1999, no other business may come before the
Annual Meeting. 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 voting 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 eleven
members. The trustees currently are divided into three classes, consisting of
four members (the "Class I Trustees") whose terms will expire at the 2001 annual
meeting of shareholders, four members (the "Class II Trustees") whose terms will
expire at the 2002 annual meeting of shareholders and three members (the "Class
III Trustees") whose terms will expire at this Annual Meeting of Shareholders.
During 1999, the Board voted to expand the Board by two members and elected
William G. Cornely in Class I and Wayne S. Doran in Class II as additional
trustees.
The Company's Amended and Restated Declaration of Trust, as amended (the
"Declaration of Trust"), currently provides for a maximum of fifteen (15)
trustees.
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Pursuant to the Company's 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 III Trustees will be elected to hold office for
a term of three years until the annual meeting of shareholders to be held in
2003, and until their respective successors are duly elected and qualify.
Pursuant to applicable law, a trustee elected by the Board to fill a
vacancy serves until the next annual meeting of shareholders and until his
successor is elected and qualifies. Accordingly, at the Annual Meeting, William
G. Cornely, a Class I Trustee, and Wayne S. Doran, a Class II Trustee, will be
elected to hold office for the remainder of the three year terms for their
respective Class, and until their respective successors are duly elected and
qualify. The term of Class I Trustees expires at the annual meeting of
shareholders to be held in 2001 and the term of Class II Trustees expires at the
annual meeting of shareholders to be held in 2002.
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 trustees or executive officers of the Company are related to each
other.
Nominees for Election as Class III Trustees
David J. Glimcher, 47, 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 and President and Chief Executive
Officer of Petroleum Realty Investment Partners, a joint venture with Lehman
Brothers. Mr. Glimcher served as President and Chief Executive Officer of The
Glimcher Company from 1987 to 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 the International
Council of Shopping Centers ("ICSC") and the National Association of Real Estate
Investment Trusts, Inc. ("NAREIT") and is active in several charitable and
cultural organizations. He is a member of the Executive Committee of the Board.
Herbert Glimcher, 71, 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. He served as President of the Company following David J.
Glimcher's resignation in March 1998, until the appointment of Michael P.
Glimcher as President in December, 1999. 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 40 year career in real estate. Mr.
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Glimcher is a member of ICSC and is active in several charitable and cultural
organizations. Mr. Glimcher is a member of the Management Committee and
Executive Compensation Committee of the Board.
Harvey Weinberg, 62, 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, during 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 board of
the J.L. Kellogg Graduate School of Management at Northwestern University and is
an Academic Director in Kellogg's Executive Development Program. He is a
visiting Executive Professor at the University of North Florida School of
Business and serves on the school's Business Advisory Council. He is on the
advisory board of Frontenac Company, and serves as a director of the National
Retail Federation's Foundation Board. He is a former director of the American
National Bank of Chicago and the Lakewood Bank and Trust of Dallas, Texas. He
also served on the Advisory Board for the Center for Leadership and Career
Studies at Emory Business School from 1988 to 1991, and the Dean's Board for the
School of Letters and Science at the University of Wisconsin from 1993 to 1996.
Mr. Weinberg is a member of the Executive Compensation Committee, the Executive
Committee and the Audit Committee of the Board.
Nominee for Election as Class I Trustee
William G. Cornely, 50, has been a trustee of the Company since October
20, 1999 and has served as Senior Vice President and Chief Financial Officer and
Treasurer of the Company since April 15, 1997. On March 9, 1998, he was promoted
to Senior Executive Vice President and given the additional office of Chief
Operating Officer. On March 9, 1999, he was promoted to Executive Vice
President, Chief Financial Officer and Treasurer of the Company. Mr. Cornely was
associated with the international accounting firm of Coopers & Lybrand L.L.P. (a
predecessor to PricewaterhouseCoopers LLP) from 1977 to 1997 and was a partner
of such firm from 1986 until he joined the Company in 1997. Mr. Cornely is a
member of ICSC and NAREIT and is active in several charitable organizations. He
also serves on the Governmental Affairs Steering Committee for the Greater
Columbus Chamber of Commerce. Mr. Cornely is a member of the Management
Committee of the Board.
Nominee for Election as Class II Trustee:
Wayne S. Doran, 64, has been a trustee of the Company since October, 1999.
He is a vice president of Ford Motor Company and chairman of the board of Ford
Motor Land Services Corporation ("Ford Land"), a wholly owned real estate
subsidiary of Ford Motor Company. Mr. Doran joined Ford Motor Company in 1969
and became chief executive of Ford Land when it was formed in 1970. Before
joining Ford, Mr. Doran served as vice president and general manager of the land
development division of Del E. Webb Corporation, Chicago, from 1963 to 1969. He
is a trustee of the Urban Land Institute, chairman of the executive committee of
the Metropolitan Realty Corporation, chairman of the Detroit Metropolitan Wayne
County Airport Commission, and a trustee of the National Realty Committee. He is
a director of the Arizona State University Foundation and the Arizona State
University Research Park, The Drachman Institute and the PGA TOUR Golf Course
Properties. He is a member of the board of governors of Berry College, Rome,
Georgia, and sits on the executive board of the Detroit Area Council of the Boy
Scouts of America. He also is a director of Henry Ford Health System.
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<PAGE>
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, 70, 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 from 1966 until 1990. He is a director of Union Central Life
Insurance Company, R.G. Barry Corporation, and Bernard Chaus, Inc., and is a
member of the Board of Advisors of the College of Nursing & Health, a division
of the University of Cincinnati. Mr. Barach also is a director of three
privately-held companies, Rack Room Shoes, for whom he also acts as a
consultant, AmAsia International Ltd. and PC On Call. Mr. Barach is a Class I
Trustee and a member of the Audit Committee, Chairman of the Executive
Committee, and Chairman of the Executive Compensation Committee of the Board.
Oliver Birckhead, 77, 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 and Executive Committee of the Board.
E. Gordon Gee, 56, has been a trustee of the Company since January 1994.
He was the president of The Ohio State University from 1990 to 1997, when he
became the President of Brown University, where he will serve until April, 2000.
In July, 2000, he will begin serving as Chancellor of Vanderbilt University. He
was president of the University of Colorado from 1985 to 1990. He is a director
of Banc One Corporation, The Limited, Inc., Asarco, Inc. and Intimate Brands.
Inc. He is also a director 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. Dr. Gee is a Class
I Trustee and a member of the Executive Compensation Committee of the Board.
Michael P. Glimcher, 32, has been a trustee of the Company since June 1997
and was appointed President of the Company in December, 1999. Prior thereto, he
was Executive Vice President of the Company since March, 1999, 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 is a vice president of the board of directors of the Hillel
Foundation, and is a member of the Board of Governors of the Bexley Education
Foundation. He is a director of Big Brothers/Big Sisters and the Young
Leadership Division of the Columbus Jewish Federation. He is on the steering
committee of the Columbus Speech and Hearing Center, the Young Leadership Group
for United Way, and a member of the United Jewish Communities Young Leadership
Cabinet. He is a member of the Columbus Metropolitan Club, the Value Retail News
Advisory Board, ICSC and NAREIT. Mr. Glimcher is a Class II Trustee and a member
of the Management Committee of the Board.
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George A. Schmidt, 52, has been a trustee of the Company since May 12,
1999 and has served as Senior Vice President of the Company since September 1996
and General Counsel and Secretary of the Company since May 1996. On March 9,
1999 he was promoted to Executive Vice President of the Company. 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 ICSC and NAREIT. Mr. Schmidt
has been a guest lecturer on shopping center leasing, legal and development
issues for the American Bar Association and ICSC. Mr. Schmidt is a Class II
Trustee and a member of the Management Committee of the Board.
Alan R. Weiler, 66, 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 is currently Chairman of the Board of
Archer-Meek-Weiler. He is a director 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 is a member of the Executive Committee and the Executive
Compensation Committee of the Board.
Board of Trustees' Meetings
During the Company's fiscal year ended December 31, 1999, 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, an Executive
Compensation Committee and a Management Committee. During 1999, the Board
changed the name of the Executive Committee, consisting of certain senior
executives of the Company, to the Management Committee, and appointed a new
Executive Committee consisting of outside trustees. 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. Philip Barach, Oliver Birckhead
and Harvey Weinberg. The function of the Audit Committee is to make
recommendations concerning the engagement of independent public accountants,
review with the independent public accountants the plans and results of the
audit engagement, approve professional services provided by the independent
public accountants, review the independence of the independent public
accountants, consider the range of audit and non-audit fees, review the adequacy
of the Company's internal accounting controls and review and approve any
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, 1999.
The Executive Committee is composed of Messrs. Philip Barach, Oliver
Birckhead, Harvey Weinberg, Alan R. Weiler and David J. Glimcher. The function
of the Executive Committee is to act as consultant to the senior executives of
the Company on various business related issues, to oversee and supervise the
Management Committee, and to otherwise represent the Board. During 1999 the
Executive Committee acted informally as a nominating committee in the
appointment of a new Company President. The Executive Committee met two times
during the fiscal year ended December 31, 1999.
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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 "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, 1999.
The Management Committee is composed of Messrs. Herbert Glimcher, Michael
P. Glimcher, George A. Schmidt and William G. Cornely. The function of the
Management 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 Management Committee met four
times during the fiscal year ended December 31, 1999.
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, except that, from
January 1, 1998 until December 31, 1999, David J. Glimcher did not receive any
trustees' fees. Each non-employee trustee is eligible to receive grants of
options to purchase Common Shares under the Trustee Plan and the 1997 Plan, and
it is the Company's current intention to make annual grants of options to
purchase 3,000 Common Shares to each such 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 March 10, 1999, Messrs. Philip Barach, Oliver Birckhead, E. Gordon Gee,
Alan R. Weiler, Harvey Weinberg and David J. Glimcher were each granted, under
the 1997 Plan, options to purchase 3,000 Common Shares at an exercise price of
$15.00 per share. The options granted to them were vested and exercisable
immediately upon the grant thereof.
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The Board recommends a vote "FOR" the election of each of Herbert Glimcher,
David J. Glimcher and Harvey Weinberg to serve until the 2003 annual meeting of
shareholders, until their successors are elected and qualify and the election of
William G. Cornely to serve until the 2001 annual meeting of shareholders and
Wayne S. Doran to serve until the 2002 annual meeting of shareholders, until
their successors are elected and qualify.
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PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board, on the recommendation of the Audit Committee, has appointed the
firm of Price-waterhouseCoopers LLP, which firm was engaged as independent
public accountants for the fiscal year
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ended December 31, 1999, to audit the financial statements of the Company for
the fiscal year ending December 31, 2000. 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.
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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, 2000.
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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. Effective December 8, 1999, Michael P. Glimcher was
appointed President of the Company and P. Martin Yates was appointed Senior Vice
President of Leasing effective January 1, 2000.
Herbert Glimcher, Chairman of the Board and Chief Executive Officer.
Biographical information regarding Mr. Herbert Glimcher is set forth under
"Proposal 1 - Election of Trustees."
Michael P. Glimcher, President. Biographical information regarding Mr.
Michael P. Glimcher is set forth under "Proposal 1 - Election of Trustees."
William G. Cornely, Executive Vice President, Chief Operating Officer,
Chief Financial Officer, and Treasurer. Biographical information regarding Mr.
Cornely is set forth under "Proposal I - Election of Trustees."
George A. Schmidt, Executive Vice President, General Counsel and
Secretary. Biographical information regarding Mr. Schmidt is set forth under
"Proposal I - Election of Trustees."
P. Martin Yates, 60, Senior Vice President of Leasing, joined the Company
in January, 2000. For the past 20 years, Mr. Yates has served in various leasing
positions with The Taubman Company, and was Senior Vice President during his
last eight years with Taubman. Previously, Mr. Yates held the position of Vice
President of Playback Electronics, a chain of retail electronic stores, and
prior thereto he was in management at Montgomery Ward.
William R. Husted, 63, Senior Vice President of Construction, was a
trustee of the Company from May, 1996 until May, 1999, and 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
Director of Construction of the Company's predecessor, The Glimcher Company.
Alan S. Perlstein, 55, 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
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and signing anchor tenants, as well as related development activities,
identifying new sites and redevelopment opportunities for malls, power centers
and grocery-anchored community centers. Mr. Perlstein began his career at The
Taubman Company in 1969. He was the Senior Vice President of Real Estate at
Western Development (now the Mills Corporation) from 1976 to 1986. 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.
John P. Hoeller, 60, 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. From
1993 until 1997 he was Vice President, Regional Director of Properties for
Wellspark Group, and from 1991 until 1993 he was Senior Vice President and
Director of Stores for Barneys New York. He spent five years as Senior Vice
President and General Manager at the Saks Fifth Avenue New York City flagship
store, and was Vice President and Regional Director of the Detroit metropolitan
area stores for J.L. Hudson Company for eight years. He was also Executive Vice
President of The Taubman Company for three years.
Daniel E. Devine, 58, Vice President/Director, Value Megamall Leasing, has
been the Vice President/Director of Value Megamall Leasing for the company since
December 1996. From 1993 to 1996 he was a principal of Devine & Associates. Mr.
Devine has more than twenty years of experience as a leasing agent. He began his
carrer with the Richard I. Rubin Co. as a leasing agent from 1975 to 1982, and
continued as a leasing agent with The Taubman Company from 1982 to 1987. Mr.
Devine was Vice President of Leasing at Western Development from 1987 to 1989.
From 1989 to 1993 he was Vice President of Leasing for The Kaplan Group.
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, 1999, 1998 and 1997. 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.
Summary Compensation Table
Long-Term
Compensation
-------------
Annual Compensation(1) Common Shares
------------------------- Underlying
Name & Principal Position Year Salary Bonus Options
- ------------------------- ---- -------- -------- -------
Herbert Glimcher (2) 1999 $499,992 $195,693 270,000
President, Chairman of the Board 1998 $503,592 $192,784 100,000
-11-
<PAGE>
and Chief Executive Officer 1997 $325,000 $113,750 275,000
William G. Cornely (2) 1999 $250,008 $ 85,328 120,000
Executive Vice President, 1998 $241,874 $ 79,365 50,000
Chief Operating Officer, Chief 1997 $142,482 $ 35,609 20,000
Financial Officer and Treasurer
Michael P. Glimcher (2) 1999 $236,667 $ 65,052 120,000
President 1998 $228,600 $ 62,508 30,000
1997 $207,957 $ 50,375 15,000
Alan S. Perlstein (2) (3) 1999 $200,000 $ 78,622 20,000
Senior Vice President 1998 $211,171 $143,750 10,000
of Development 1997 $212,899 $ 35,000 10,000
Daniel E. Devine (2) 1999 $200,000 $203,000 20,000
Vice President, Value Megamall 1998 $215,769 $ 0 5,000
Leasing 1997 $224,622 $ 0 0
(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 automobile allowances paid by the Company during
1999 in the amount of $2,400 for Herbert Glimcher, William G. Cornely,
Michael P. Glimcher and Alan S. Perlstein, and $3,000 for Daniel E.
Devine.
(3) The amount shown includes $23,671 and $37,899 for automobile allowances
and relocation costs paid by the Company during 1998 and 1997,
respectively, for the benefit of Alan Perlstein.
-12-
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information concerning options to
purchase Common Shares granted during the fiscal year ended December 31, 1999 to
the Named Executives. The Company did not grant any share appreciation rights
during 1999.
<TABLE>
<CAPTION>
Name Number of
- ---- Securities Percent of Total
Underlying Options Granted to Exercise or Expiration Grant Date
Options Employees in Base Price Date Present Value
Granted(#) Fiscal Year ($/Sh) ---- ($) (1)
---------- ----------- ------ -------------
<S> <C> <C> <C> <C> <C> <C>
Herbert Glimcher 270,000 26.99% $15.00 3/9/2009 $43,235
William G. Cornely 120,000 11.99% $15.00 3/9/2009 $19,215
Michael P. Glimcher 120,000 11.99% $15.00 3/9/2009 $19,215
Alan S. Perlstein 20,000 .02% $15.00 3/9/2009 $ 3,203
Daniel E. Devine 20,000 .02% $15.00 3/9/2009 $ 3,203
</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 exercised.
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 Option Exercise in Last Fiscal Year
End and Fiscal Year End Option Values
During the fiscal year ended December 31, 1999, none of the Named
Executives exercised any options granted to them. As of December 31, 1999, 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.
-13-
<PAGE>
Number of Securities
Underlying Unexercised Options
Held at December 31, 1999
Name Exercisable/Unexercisable
---- -------------------------
Herbert Glimcher 423,332/745,000
William G. Cornely 93,331/190,000
Michael P. Glimcher 77,000/182,000
Alan S. Perlstein 19,999/40,000
Daniel E. Devine 18,332/35,000
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, 1999, the Company had Purchase Options in connection with the
following parcels: (i) three undeveloped outparcels contiguous to four of the
Glimcher Properties aggregating approximately 56.16 acres, of which management
believes that two 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 (iii) various
other parcels of undeveloped land which are not contiguous to any of the
Glimcher Properties, ranging in size from one acre to approximately 12.7 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 receivable from such tenants for
the year ended December 31, 1999, were $350,000 and $137,000, 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) Glimcher Properties Limited Partnership ("GPLP") (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).
GDC employs personnel in the construction, development, leasing and legal
departments. GDC provides services for a fee, to the Company, to joint ventures
in which the Company has an ownership
-14-
<PAGE>
interest, and to third parties. GDC allows the Company to earn non-qualified
revenues without jeopardizing its REIT status.
In 1999, the Company reimbursed The Glimcher Company ("TGC") and Corporate
Flight, Inc. ("CFI"), each of which is wholly owned by Herbert Glimcher,
approximately $1,000 and $47,000, respectively, for the use, in connection with
matters related to the Company's business, of a bus owned by TGC and an airplane
owned by CFI. GDC and the Company's joint ventures reimbursed the same two
companies approximately $10,000 and $26,000, respectively for the use of such
bus and airplane in connection with matters related to the Company's business.
Alan R. Weiler, a trustee serving a three-year term which expires in 2002,
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 received by Archer-Meek-Weiler Agency, Inc. for providing such
services during the fiscal year 1999 were approximately $169,000. 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 GPLP have entered into Severance Benefit Agreements (the
"Severance Agreements") with Messrs. Herbert Glimcher, William R. Husted, George
A. Schmidt, William G. Cornely, Michael P. Glimcher and P. Martin Yates, each an
executive officer 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 GPLP 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, accident, 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 Internal Revenue Code of 1986, as amended (the
"Code"), or for which a tax is otherwise payable under Section 4999 of the Code,
is entitled to receive from GPLP 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 December 3, 1999, the Company entered into an Employment Agreement (the
"Agreement") with P. Martin Yates as Senior Vice President, Director of Leasing,
with a term of two years commencing January 1, 2000, subject to termination for
cause or death or total disability. Mr. Yates' base salary under the Agreement
is $300,000 per annum, and an additional $60,000 payable in quarterly
-15-
<PAGE>
installments, and the Agreement provides that he is eligible for bonuses and
incentive and equity compensation in a manner similar to those given to other
company executives. Specific amounts for such bonuses and incentive and equity
compensation are not named in the Agreement. The Agreement provides for a
Severance Benefits Agreement with terms identical to those granted to certain
other executives, as outlined above.
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.
On January 25, 1999, Glimcher Properties Limited Partnership ("GPLP")
exercised its option to purchase 28.695 acres located adjacent to The Mall at
Fairfield Commons in Beavercreek, Ohio from an Ohio limited partnership in which
Herbert Glimcher has a financial interest. GPLP gave a promissory note for the
entire purchase price in the amount of $5,000,000 to such partnership, with a
one-year maturity, at an interest rate of 30 day LIBOR calculated on the first
day of each month plus 250 basis points. The maturity date has been extended by
mutual written agreement to July 26, 2000.
On February 24, 2000, GPLP purchased 6.547 acres of land owned by TGC and
located adjacent to Stewart Plaza Shopping Center in Mansfield, Ohio for a
purchase price of $200,000 to accommodate the expansion of the Kroger store
located in Stewart Plaza. GPLP in turn sold the property, along with a portion
of the shopping center, to The Kroger Co., retaining only the small store space
in the shopping center.
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 Employee Plan and the Trustee Plan (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.
EXECUTIVE COMPENSATION COMMITTEE'S
REPORT ON EXECUTIVE COMPENSATION
-16-
<PAGE>
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, 1999, 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, 1999, 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 1999, 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 1999, bonuses
were granted to the executive officers in amounts ranging from 25% to 35% of the
annual base compensation of the Named Executives. In determining the 1999 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 option grants, the Executive Compensation Committee bases its
decision on the individual's performance and potential to improve shareholder
value.
-17-
<PAGE>
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.
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 30, 2000 Philip G. Barach Oliver Birckhead E. Gordon Gee
Herbert Glimcher Alan R. Weiler Harvey Weinberg
SHARE PRICE PERFORMANCE GRAPH
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<PAGE>
The following table compares the cumulative total shareholder return on
the Common Shares for the period commencing January 26, 19941 through December
31, 1999 with the cumulative total return on the Standard & Poor's 500 Stock
Index ("S&P 500") and the NAREIT Equity REIT Total Return Index2 ("NAREIT
Index") for the period commencing January 1, 1994 through December 31, 1999.
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.
----------------------------------------------------------
GRT Total NAREIT S&P 500
Return Index
----------------------------------------------------------
----------------------------------------------------------
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
12/31/99 116.29 152.22 355.30
----------------------------------------------------------
[THE FOLLOWING TABLE WAS DEPICTED AS A LINE GRAPH IN THE PRINTED MATTER.]
< PLOT POINTS TO COME >
SECURITY OWNERSHIP OF MANAGEMENT
- ----------
(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 NAREIT, and is
published monthly based upon the last closing prices of the preceding month.
-19-
<PAGE>
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, 2000.
Amount Percent
Name and Address Beneficially of
of Beneficial Owner (1) Owned (2) (3) Class (4)
- ----------------------- ------------- ---------
Herbert Glimcher(5) 1,715,662 6.41%
Michael P. Glimcher(6) 339,872 1.27%
William G. Cornely (7) 99,331 0.37%
George A. Schmidt (8) 84,882 0.32%
Alan S. Perlstein (9) 22,999 0.09%
Daniel E. Devine (10) 18,332 0.07%
Philip G. Barach (11) 24,100 0.09%
Kenwood Professional Building
9403 Kenwood Road, Suite D100
Cincinnati, Ohio 45242
Oliver Birckhead (12) 28,000 0.10%
PNC Bank, 201 East Fifth Street, Suite 1000
Cincinnati, Ohio 45202
Wayne S. Doran (13) 3,000 0.01%
Ford Motor Land Development Corp.
One Parkland Blvd., Suite 1500 E
Dearborn, Michigan 48126
E. Gordon Gee (14) 12,000 0.04%
Brown University
Box 1860
Providence, RI 02912-1860
David J. Glimcher (15) 809,288 3.02%
David J. Glimcher Company
88 W. Broad St
Columbus, Ohio 43215
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<PAGE>
Amount Percent
Name and Address Beneficially of
of Beneficial Owner (1) Owned (2) (3) Class (4)
- ----------------------- ------------- ---------
Alan R. Weiler (16) 49,617 0.19%
Archer-Meek-Weiler Agency, Inc.
150 E. Mound Street, Suite 308
Columbus, Ohio 43215
Harvey Weinberg (17) 13,500 0.05%
104 Regents Place
Ponte Vedra Beach, Florida 32082
All trustees and executive 12.37%
officers as a group (15 persons) 3,312,270
- ----------
(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 GPLP, 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 23,773,201 Common Shares
outstanding as of March 20, 2000, 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 53,553 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
423,332 of Mr. Glimcher's 820,000 options, of which 50,000 options fully
vested on January 26, 1997, 25,000 options vested on April 14, 1998,
25,000 options vested on April 14, 1999, 66,666 options vested on June 17,
1998, 66,666 options vested on June 17, 1999, 50,000 options fully vested
on March 14, 1999, 50,000 options vested on May 29, 1999, and 90,000
options vested on March 10, 2000. 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.
-21-
<PAGE>
(6) Includes 157,189 Units held by Michael P. Glimcher. Also includes 77,000
of Mr. Glimcher's 232,000 options, 7,000 of which fully vested on January
26, 1997, 5,000 vested on April 14, 1998, 10,000 fully vested on March 14,
1999, 5,000 vested on April 14, 1999, 10,000 vested on May 29, 1999, and
40,000 vested on March 10, 2000. Also includes 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).
(7) 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 93,331 of Mr. Cornely's 240,000 options,
6,666 of which vested on April 15, 1998, 6,666 of which vested on April 15
1999, 16,666 vested on May 29, 1999, and 63,333 vested on March 10, 2000.
(8) Includes 8,002 Common Shares held directly by George A. Schmidt
individually. Also includes 76,880 of Mr. Schmidt's 231,880 options,
16,880 of which became fully vested on July 24, 1999, 5,000 of which
vested on April 14, 1998, 5,000 of which vested on April 14, 1999, 10,000
of which vested on May 29, 1999, and 40,000 of which vested on March 10,
2000.
(9) Includes 2,500 Common Shares held directly by Alan S. Perlstein
individually and 500 Common Shares held by Mr. Perlstein's wife. Also
includes 19,999 of Mr. Perlstein's 60,000 options, 3,333 of which vested
on May 29, 1999, 6,666 of which vested on March 10, 2000, and 10,000 of
which becomes fully vested on March 31, 2000.
(10) Includes 18,332 of Mr. Devine's 55,000 options, 10,000 of which became
fully on December 2, 1999, 1,666 of which vested on May 29, 1999 and 6,666
of which vested on March 10, 2000.
(11) Includes 12,000 options which are immediately exercisable. Also includes
12,100 Common Shares owned directly by Mr. Barach.
(12) Includes 9,500 options which are immediately exercisable. Also includes
17,000 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) Represents options which are immediately exercisable.
(15) 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, 1,500
Common Shares owned by The David J. Glimcher Company, 6,907 Common Shares
owned by Mr. Glimcher's wife, and 11,547 Common Shares owned by trusts, of
which Mr. Glimcher's wife is trustee or co-trustee. Also includes 175,000
options which became fully vested upon Mr. Glimcher's departure from
employment by the Company on March 9, 1998, and 8,500 options which are
immediately exercisable.
(16) Includes 20,000 Common Shares held directly by Mr. Weiler, 12,000 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.
-22-
<PAGE>
(17) Includes 4,000 Common Shares owned directly by Mr. Weinberg and 1,000
Common Shares owned indirectly, by Mr. Weinberg's wife. Also includes
8,500 options which are immediately exercisable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
There is no person not a trustee or Named Executive known by the Company
to be the beneficial owner of more than five percent of the Company's
outstanding Common Shares as of March 20, 2000.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, 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 beneficial
owners of greater than 10% 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, 1999, all of its trustees, executive officers and beneficial owners
of greater than 10% complied with all Section 16(a) filing requirements
applicable to them with respect to transactions during 1999.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2001 Annual
Meeting of Shareholders must be received by the Company at its principal
executive offices not later than December 1, 2000 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, 1999,
including financial statements, is being sent concurrently to the Company's
shareholders with this Proxy Statement.
EXPENSES OF SOLICITATION
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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
discretion.
By Order of the Board Trustees
George A. Schmidt
Secretary
March 30, 2000
