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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).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
MALAN REALTY INVESTORS, INC.
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(Name of Registrant as Specified in Its Charter)
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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:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(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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SUPPLEMENT TO PROXY STATEMENT OF
MALAN REALTY INVESTORS, INC.
April 6, 2000
Dear Shareholder:
As you may be aware, Kensington Investment Group, Inc. is apparently
proceeding with its threat to start a proxy fight to take control of your
Company and elect its own slate of five directors at the Company's upcoming 2000
Annual Meeting of Shareholders. Although the Company disclosed the Kensington
threat in a press release issued on March 27, 2000, we wanted to write directly
to you to update certain information in our Proxy Statement.
THIS LETTER SHOULD BE READ IN CONJUNCTION WITH OUR PROXY STATEMENT
DATED MARCH 27, 2000, WHICH YOU SHOULD HAVE RECEIVED BY NOW. THIS SUPPLEMENT
CONTAINS IMPORTANT INFORMATION THAT WAS NOT INCLUDED IN THE PROXY STATEMENT
DATED MARCH 27, 2000. PLEASE READ THE PROXY STATEMENT TOGETHER WITH THIS
SUPPLEMENT CAREFULLY, SINCE TOGETHER THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY AND THE MATTERS TO BE VOTED ON AT THE ANNUAL MEETING.
Item 1 -- Election of Directors
As you are aware, five directors are to be elected at the Annual
Meeting. Your Board's nominees are Anthony S. Gramer, Robert D. Kemp, Jr.,
William McBride III, William F. Pickard, and Richard T. Walsh. The Board's
nominees are all presently members of the Company's Board of Directors. An
affirmative vote of the holders of a plurality of the votes cast at the Annual
Meeting is required for the election of directors.
YOUR ELECTED BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF THE INDIVIDUALS NAMED ABOVE.
Kensington's preliminary proxy filings are available on the SEC's web
site and contain detailed information regarding its participants, their
interests in the company and its proposed slate of five directors: Andrew
Miller, Jeffrey Lewis, John P. Kramer, Jill Holup and Paul Gray.
Other Matters
The Board of Directors does not know of any matters other than those
disclosed in the Proxy Statement, the March 27, 2000 press release and this
Supplement to be determined by the shareholders at the Annual Meeting; however,
if any other matter is properly brought before the meeting, Messrs. Gramer,
Kaline and Broderick, intend to vote in accordance with current board's
recommendation, or if there is no recommendation, in their own discretion.
Costs of Solicitation
Unfortunately, the proxy fight Kensington is initiating will be costly
for your Company. While no precise estimate of this cost can be made at the
present time, the Company currently estimates that it will spend about $275,000
over and above the normal costs of an annual meeting for its solicitation of
proxies, including expenditures for attorneys, solicitors, and public relations
advisors and advertising, printing, transportation and related expenses. To
date, the Company has already incurred expenses of approximately $75,000. The
Company will bear the cost of this solicitation, and, if Kensington wins,
Kensington will demand that the Company pay all of Kensington's expenses as
well.
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The Company's directors, officers and regular employees may solicit
proxies by mail, telephone, facsimile, electronically or in person, but they
will receive no additional compensation for such work. The Company has also
hired MacKenzie Partners, Inc. to assist the Company with its solicitation for a
fee of $50,000 and reimbursement for reasonable out-of-pocket expenses. The
Company estimates that approximately 30 employees of MacKenzie will be involved
in the solicitation of proxies on behalf of the Company.
The Company will also request brokers and other custodians and nominees
to forward the Company's proxy materials to the beneficial owners of the
Company's Common Stock. The Company will reimburse brokers and other custodians
and nominees for their reasonable expenses in complying with this request.
Presentation of Shareholder Proposals at the 2001 Annual Meeting
All shareholder proposals intended to be presented at the 2001 Annual
Meeting of Shareholders must be received by the Company at least 60 days but not
more than 90 days prior to the date of the meeting and must otherwise comply
with the provisions set forth in the Company's By-Laws relating to advance
notice of shareholder proposals. In addition, to be considered for inclusion in
the Company's proxy materials for the 2001 Annual Meeting of Shareholders, the
Company must receive an initial notification of any shareholder proposal by the
close of business on November 27, 2000.
Participants in the Solicitation
The following table sets forth the name and principal business address
of each of the directors and officers of the Company and their associates
("Participants") who may solicit proxies from the Company's shareholders and the
dates and amounts of each participant's purchases and sales of the Company's
securities within the past two years.
<TABLE>
<CAPTION>
Amount of Shares
Name and Business Address Date of Transaction Purchased(P) or Sold (S)
- ------------------------- ------------------- ------------------------
<S> <C> <C>
Anthony S. Gramer 9/27/99 1830(P)1
President and CEO 9/27/99 1830(P)1
Malan Realty Investors, Inc.
30200 Telegraph Road
Bingham Farms, Michigan 48025
Michael K. Kaline 2/8/99 1000(P)
Vice President
Malan Realty Investors, Inc.
30200 Telegraph Road
Bingham Farms, Michigan 48025
Elliott J. Broderick 7/21/98 150(P)
Chief Accounting Officer 3/22/99 700(P)
Malan Realty Investors, Inc. 6/29/99 300(P)
30200 Telegraph Road 6/29/99 50(S)2
Bingham Farms, Michigan 48025
</TABLE>
- ------------------------
1 The shares of Common Stock were acquired indirectly and are beneficially owned
by one of Mr. Gramer's sons. Mr. Gramer disclaims any interest in the shares
held by his sons.
2 Gift from Elliott Broderick to his mother.
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<TABLE>
<CAPTION>
Amount of Shares
Name and Business Address Date of Transaction Purchased(P) or Sold (S)
- ------------------------- ------------------- -------------------------
<S> <C> <C>
Robert D. Kemp, Jr. 3/17/98 226(P)
President 5/13/98 226(P)
Wilson, Kemp & Associates 9/15/98 240(P)
400 Renaissance Center, Suite 2155 12/16/98 265(P)
Detroit, Michigan 48243 3/16/99 283(P)
5/13/99 260(P)
9/14/99 284(P)
12/15/99 294(P)
3/14/00 313(P)
William McBride III 3/17/98 113(P)
1647 Logan Creek Drive 5/13/98 113(P)
P.O. Box 206 9/15/98 120(P)
Glenbrook, Nevada 89413 12/16/98 132(P)
3/16/99 141(P)
5/13/99 130(P)
9/14/99 142(P)
9/15/99 5000(P)
9/20/99 1500(P)
9/22/99 1000(P)
12/15/99 147(P)
3/14/00 156(P)
William F. Pickard 3/17/98 226(P)
President 5/13/98 226(P)
Regal Plastics Company 9/15/98 240(P)
P.O. Box 246 12/16/98 265(P)
15700 Common Road 3/16/99 283(P)
Roseville, Michigan 48066 5/13/99 260(P)
9/14/99 284(P)
12/15/99 294(P)
3/14/00 313(P)
Richard T. Walsh 3/17/98 113(P)
President 3/20/98 1500(P)
RT Enterprises 3/20/98 1000(P)
Bloomfield Town Center 5/13/98 113(P)
3707 West Maple 9/15/98 120(P)
Bloomfield Hills, Michigan 48301 12/16/98 132(P)
3/16/99 141(P)
5/13/99 130(P)
9/14/99 142(P)
12/15/99 147(P)
3/14/00 156(P)
</TABLE>
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Additional information regarding each Participant's principal
occupation can be found under the "Management" section of the Proxy Statement.
During the past ten years, no Participant has been convicted in a criminal
proceeding.
Information about each Participant's holdings of the Company's common
stock can be found under the "Security Ownership of Certain Beneficial Owners
and Management" section of the Proxy Statement.
Except as described in the Proxy Statement, none of the participants
nor any of their respective affiliates or associates (together, the "Participant
Affiliates"), (i) directly or indirectly beneficially owns any securities of the
Company or of any subsidiary of the Company or (ii) has had any relationship
with the Company in any capacity other than as a shareholder, employee, officer
or director. Furthermore, except as described in the Proxy Statement, no
Participant or Participant Affiliate is either a party to any transaction or
series of transactions since January 1, 1998, or has knowledge of any currently
proposed transaction or series of transactions, (i) to which the Company or any
of its subsidiaries was or is to be a party, (ii) in which the amount involved
exceeds $60,000, and (iii) in which any Participant or Participant Affiliate had
or will have, a direct or indirect material interest.
Except as described in the Proxy Statement, no Participant or
Participant Affiliate has entered into any agreement or understanding with any
person concerning any (i) future employment by the Company or its affiliates or
(ii) any transactions to which the Company or any of its affiliates will or may
be a party. Except as described in the Proxy Statement, there are no contracts,
arrangements or understandings by any Participant or Participant Affiliates
within the past year with any person with respect to any capital stock of the
Company.
We hope that you will be able to attend this year's annual meeting.
YOUR VOTE IS VERY IMPORTANT. YOUR BOARD URGES YOU TO MARK, DATE, SIGN
AND RETURN THE ENCLOSED WHITE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
AS SOON AS POSSIBLE. WE ALSO URGE YOU NOT TO SIGN OR RETURN ANY GOLD PROXY CARD
OR OTHER PROXY CARD THAT YOU MAY RECEIVE FROM KENSINGTON.
If you have not already received the Company's proxy materials dated
March 27, 2000 and the Company's 1999 Annual Report, or if you have any
questions or need any assistance in voting your shares, please call:
MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
(212) 929-5500 collect or (800) 322-2885 toll free
Thank you for your continued interest and support.
Sincerely,
Anthony S. Gramer
President and CEO
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