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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[ ] Definitive proxy statement.
[X] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
MALAN REALTY
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(Name of Registrant as Specified in Its Charter)
MALAN REALTY
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(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:
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[ ] 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.:
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(3) Filing Party:
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(4) Date Filed:
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[LETTERHEAD]
April 28, 2000
Dear Shareholder:
We regret that our shareholders must continue to endure this costly battle of
letters and telephone calls and we very much appreciate your continued patience
and support as we approach our May 10 annual meeting date.
Unfortunately, we are forced to write you once more to correct some of the false
and misleading statements Kensington has made about Malan and its executives in
their obvious desperation to win this proxy contest.
Some of Kensington's statements were so egregious that we also wrote a letter to
the United States Securities and Exchange Commission alleging a number of
serious violations of the securities laws. We have asked the SEC to take action
against Kensington so that all Malan shareholders could receive complete and
accurate information as they decide which slate of nominees to support. We
sincerely hope this brief letter will be our last before the annual meeting.
KENSINGTON FAILS TO ACCOUNT FOR OUR STRONG DIVIDEND YIELD
IN ITS ATTACK ON OUR STOCK PRICE PERFORMANCE
Kensington's April 21 fight letter complains about our stock price and returns
to shareholders, yet conveniently neglects to give you the whole story. A $100
investment in Malan on 12/30/94--the year Malan went public--was worth $175.75
on April 24, 2000.
Furthermore, Malan's stock price has outperformed the entire portfolio of REIT
stocks that are beneficially owned by Kensington. This leads us to believe that
Kensington is initiating this unnecessary proxy fight merely as a way to find
liquidity in our stock to prop up returns from its portfolio of lagging REIT
stocks. Whatever Kensington intends, it is clear that in a difficult market for
REITs, Malan has performed much better than many other REITs.
KENSINGTON'S STATEMENTS ABOUT MALAN'S EXECUTIVE
COMPENSATION ARE SIMPLY INCORRECT
In its opposition proxy statement, Kensington states that "annual salary and
bonus payments to management have increased over 60% from 1994's levels." Yet,
in its April 21 letter, Kensington states "annual executive compensation
increased 70% since 1994." These two statements are clearly inconsistent; but
more importantly, they are both simply wrong.
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The facts are that the compensation of Messrs. Gramer, Kaline and Broderick
increased a total of 40% since 1994--representing an average increase of
approximately 7% a year. Furthermore, if you include the salaries of two former
officers no longer with Malan, whose responsibilities are now partially covered
by Messrs. Gramer, Kaline and Broderick, the total compensation for all officers
as a group increased a mere 1.3% since 1994.
THE ATTACK ON THE CHARACTER OF MALAN'S DIRECTORS
AND MANAGEMENT LACKS ANY FACTUAL BASIS
Kensington's fight letter also directly impugns the character, integrity and
personal reputation of all Malan management and directors--but does so without
any factual support.
For example, the Kensington fight letter twice refers to Malan's management and
directors as having engaged in "questionable business practices." Yet, this
general attack does not go on to list any specific business practices of the
management or directors other than Mr. McBride. You should be aware that Mr.
McBride vehemently refutes Kensington's charges and has instructed his personal
attorney to look into Kensington's misstatements with regard to him.
Most importantly, the allegations against Mr. McBride involve accounting
practices and policies that were in place before he became an executive officer
at Assisted Living Concepts.
TIME IS SHORT. THE ANNUAL MEETING IS MAY 10.
PLEASE VOTE YOUR WHITE PROXY CARD TODAY!
Remember--your Board and management has produced 3 consecutive years of record
revenues, 3 consecutive years of record funds from operations and 23 consecutive
quarterly dividend payments at an annualized rate of $1.70 per share since 1994.
Please vote your WHITE proxy today.
As we informed you in our last letter, even if you have already voted a GOLD
Kensington proxy card, you have every legal right to change your mind and return
the WHITE management proxy. In a proxy contest, only the latest-dated card voted
will count in the final tally.
If you have questions about voting your shares, or changing your vote, please
call our proxy solicitors, MacKenzie Partners, Inc. toll-free at (800) 322-2885.
We appreciate your continuing support of Malan.
Sincerely,
/s/ Anthony S. Gramer /s/ Michael K. Kaline /s/ Elliott J. Broderick
ANTHONY S. GRAMER MICHAEL K. KALINE ELLIOTT J. BRODERICK
President and CEO Vice President Chief Accounting Officer
