SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
DVL, Inc.
...................................................................
(Name of Registrant as Specified In Its Charter)
...................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee(Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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:(1)
............................................................
4)Proposed maximum aggregate value of transaction:
............................................................
(1) Set forth the amount on which the filing fee is calculated and
how it was determined.
[ ] 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 Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
..............................................
2)Form, Schedule or Registration Statement No.:
..............................................
3) Filing party:
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DVL, INC.
Notice of Annual Meeting of Stockholders
To Be Held June 17,1994
TO OUR STOCKHOLDERS:
You are invited to be present either in person or by proxy at
the Annual Meeting of Stockholders of DVL, Inc., a Delaware
corporation (the "Company"), to be held at the Glenpointe Marriot
Hotel, Teaneck, New Jersey on Friday, June 17, 1994, at 9:00 a.m.,
local time (the "Meeting"), to consider and act upon the following:
1. To elect five directors to serve until the next Meeting
and until their successors are duly elected and
qualified; and
2. To transact such other business as may properly come
before the Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on May
9, 1994, as the record date for determining the stockholders
entitled to notice of, and to vote at, the Meeting or any
adjournments thereof. A Proxy and a Proxy Statement for the
Meeting are enclosed.
The Directors hope that you will find it convenient to attend
the Meeting in person, but whether or not you plan to attend,
please sign, date and return the enclosed proxy to assure that your
shares are represented at the Meeting. Returning your proxy does
not deprive you of your right to attend the Meeting and to vote
your shares in person.
Please relay any questions to the Company at 201-487-1300.
By Order of the Board of Directors
Robert W. LoSchiavo
Secretary
April 29, 1994
DVL, INC.
PROXY STATEMENT
ANNUAL MEETING
June 17, 1994
This Proxy Statement is furnished to the stockholders of DVL,
Inc., a Delaware corporation (the "Company"), in connection with
the solicitation by the Company's Board of Directors (the "Board")
of proxies to be used at the Annual Meeting of Stockholders to be
held on Friday, June 17, 1994, 10:00 a.m., local time, (the
"Meeting") for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders (the "Notice").
The approximate mailing date of the Notice, Proxy Statement
and the form of proxy to stockholders is May 10, 1994.
VOTING OF PROXIES
A form of proxy is enclosed for use at the Meeting if a
stockholder is unable to attend in person. Each proxy may be
revoked at any time thereafter by writing to the Secretary of the
Company prior to the Meeting, by execution and delivery of a
subsequent proxy, or by attendance and voting in person at the
Meeting, except as to any matter or matters upon which, prior to
such revocation, a vote shall have been cast pursuant to the
authority conferred by such proxy. Shares represented by a valid
proxy which if received pursuant to this solicitation and not
revoked before it is exercised, will be voted as provided on the
proxy at the Meeting or at any adjournment or adjournments thereof.
Management intends to vote the 114,149 shares (1.58%) of
Common Stock which it controls in favor of the proposals to:
i. Elect five directors to serve until the next Meeting and
until their successors are duly elected and qualified; and
ii. Transact such other business as may properly come
before the Meeting or any adjournments thereof.
As of the date of this Proxy Statement, the Board does not
intend to present to the Meeting any other business, and it has not
been informed of any business intended to be presented by others.
Should any other matters, however, properly come before the
Meeting, the persons named in the enclosed Proxy will take action,
and vote Proxies, in accordance with their judgment on such
matters.
The executive offices of the Company are located at 24 River
Road, Bogota, New Jersey 07603; TEL: (201) 487-1300.
VOTING SECURITIES AND VOTE REQUIRED
Only holders of Common Stock, par value $1.00 per share, of
record at the close of business on May 9, 1994 (the "Record Date"),
will be entitled to vote at the Meeting. As of the Record Date,
7,211,700 shares of Common Stock, the only class of voting
securities of the Company, were issued and outstanding. Each
holder of Common Stock is entitled to one vote for each share held
by such holder. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of Common Stock is
necessary to constitute a quorum at the Meeting.
Under the rules of the Securities and Exchange Commission (the
"Commission"), boxes and a designated blank space are provided on
the Proxy card for shareholders to mark if they wish to withhold
authority to vote for one or more nominees for director. Votes
withheld in connection with the election of one or more of the
nominees for director will be counted as votes cast against such
individuals and will be counted toward the presence of a quorum for
the transaction of business. If no direction is indicated, the
proxy will be voted for the election of the nominees for director.
The form of proxy does not provide for abstentions with respect to
the election of directors; however, a shareholder present at the
Meeting may abstain with respect to such election.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND
OFFICERS
The following table sets forth certain information regarding
the beneficial ownership of the Company's Common Stock as of
December 31, 1993, by (a) each person known by the Company to own
beneficially more than 5% of such stock, (b) each director of the
Company and (c) all directors and officers of the Company as a
group. Unless otherwise indicated, the shares listed in the table
are owned directly by the individual and the individual has sole
voting and investment power with respect to such shares. All
directors, officers and persons owning greater than 5% of the
Company stock have indicated to the Company that they will vote
their shares in favor of each proposal.
<TABLE>
<CAPTION>
Name of Beneficial Amount and Nature of % of
Owner Beneficial Ownership Class*
<S> <C> <C> <C>
Alan E. Casnoff 31,517 (1) 0.44%
Herbert L. Golden 6,600 0.09%
Ben S. Read Jr. 15,758 (2) 0.22%
Myron Rosenberg 50,224 (3) 0.70%
Frederick E. Smithline 7,550 (4) 0.01%
Joel Zbar 0 0.00%
David C. Loughlin 0 (5) 0.00%
Richard K. Moeller 0 0.00%
Mark Schwartz 2,000 (6)less than 0.01%
Robert W. LoSchiavo 500 less than 0.01%
Total 114,149 1.58%
</TABLE>
*Each named person and all executive officers, directors and
nominees for director, as a group, are deemed to be the beneficial
owners of securities that may be acquired within 60 days through
the exercise of options, warrants or exchange or conversion rights.
Accordingly, the number of shares and percentage set forth opposite
each shareholder's name in the above table under the columns
captioned "Amount and Nature of Beneficial Ownership" include
shares of Common Stock issuable upon exercise of presently
exercisable warrants, convertible debentures and stock options.
The shares of Common Stock so issuable upon such exercise, exchange
or conversion by any such shareholder are not included in
calculating the number of shares or percentage of Common Stock
beneficially owned by any other shareholder.
(1) (a) Excludes 480 shares of the Company's Common Stock
held by Mr. Casnoff's adult son, as to which shares Mr. Casnoff
disclaims beneficial ownership.
(b) Includes 31,517 shares of the Company's common stock
which a corporation, partially owned and controlled by Mr. Casnoff,
has the right to acquire at any time upon the conversion to stock
of $10,000 Convertible Subordinated Promissory Notes plus $1,517 of
interest thereon, and 20,000 shares of Common Stock issuable upon
the exercise of Warrants issued by the Company.
(2) Represents 15,758 shares of the Company's Common Stock
which Mr. Read has the right to acquire at any time upon the
conversion to stock of $5,000 Convertible Subordinated Promissory
Notes plus $758 of interest thereon, and 10,000 shares of Common
Stock issuable upon the exercise of Warrants issued by the Company.
(3) Includes 4,300 shares held by Mr. Rosenberg's wife, of
which Mr. Rosenberg disclaims beneficial ownership.
(4) Includes 550 shares held by Mr. Smithline and his
brother as tenants-in-common and 6,000 shares held by Mr.
Smithline's wife, of which 6,000 shares Mr. Smithline disclaims
beneficial ownership.
(5) Excludes 10,000 shares held by Mr. Loughlin's brother
and 30,858 shares of the Company's common stock which Mr.
Loughlin's brother has the right to acquire upon the conversion to
stock of $10,000 of Convertible Subordinated Promissory Notes plus
$858 of interest thereon, and 20,000 shares of common stock
issuable upon the exercise of Warrants issued by the Company, of
which Mr. Loughlin disclaims beneficial ownership and excludes
157,583 shares of the Company's common stock which a pension plan
of which Mr. Loughlin's brother is a participant, has the right to
acquire upon conversion to stock of $50,000 of Convertible
Subordinated Promissory Notes, plus $7,583 of interest thereon, and
100,000 shares of common stock issuable upon the exercise of
Warrants issued by the Company, of which Mr. Loughlin disclaims
beneficial ownership.
(6) Includes 2,000 shares held by Mr. Schwartz's wife of
which Mr. Schwartz disclaims beneficial ownership.
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers and persons who own
more than ten percent of a registered class of the Company's equity
securities, to file with the Commission and the New York Stock
Exchange (the "Exchange") initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities
of the Company. Officers, directors and greater than ten-percent
shareholders are required by Commission regulation to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written
representations that no other reports were required during the two
fiscal years ended December 31, 1993, all Section 16(a) filing
requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were complied with.
PROPOSALS
PROPOSAL I - ELECTION OF DIRECTORS
Five directors are to be elected at the Meeting. The
directors will be elected at the Meeting to serve until the next
annual meeting of stockholders of the Company and until their
successors shall be duly elected and shall qualify.
As noted, unless otherwise indicated thereon, all proxies
received will be voted in favor of the election individually, of
the five nominees of the Board named below as directors of the
Company. Should any of the nominees not remain a candidate for
election at the date of the Meeting (which contingency is not now
contemplated or foreseen by the Board), proxies solicited
thereunder will be voted in favor of those nominees who do remain
candidates and may be voted for substitute nominees selected by the
Board. Directors shall be elected by a plurality of the votes cast
at the Meeting. Each of the nominees are currently serving as
directors of the Company. The names of the nominees and certain
information with regard to each nominee follows:
<TABLE>
Has Served
as Director
Name Age Since Office(s)
<S> <C> <C> <C>
Alan E. Casnoff 50 1991 Executive Vice President
and Director
Herbert L. Golden 80 1979 Director
Ben S. Read, Jr. 53 1977 President, Chief
Executive Officer
and Director
Myron Rosenberg 65 1973 Director
Frederick E.
Smithline 62 1982 Chairman of the Board
</TABLE>
Directors are currently elected to serve until the next annual
meeting of stockholders and until their successors have been
elected and have qualified.
Ben S. Read, Jr. has served as President and Chief Executive
Officer of the Company since November 1990 and as a director since
1977. Mr. Read has served as President of Kenbee Management, Inc.
("Kenbee"), an affiliate and former manager of the Company, since
January 1992 and as acting President and a Director of Kenbee since
April 1991. From November 1974 to November 1990, Mr. Read was
Senior Vice President of Interstate/Johnson Lane Corporation
("I/JL"), an investment banking firm headquartered in Atlanta,
Georgia, and President of seven unaffiliated wholly owned
subsidiaries of I/JL. From 1987 to February 1992, Mr. Read also
served as a director of Allegheny & Western Energy Corporation, an
energy concern. Mr. Read served as president of Cincinnati Club
Building, Inc., one of the seven I/JL subsidiaries, which company
acts as general partner of a limited partnership which in January
1992 filed for protection from creditors under Chapter 11 of the
United States Bankruptcy Code.
Alan E. Casnoff has served as Executive Vice President and as
a director of the Company since October 1991. Since June 1992, Mr.
Casnoff has served as Of Counsel to the law firm of Fox, Rothchild,
O'Brien & Frankel. From November 1990 to October 1991, Mr.
Casnoff served as a consultant to the Company and from 1971 to
October 1991, as Secretary of the Company. Since May 1991, Mr.
Casnoff has served as a director of Kenbee and since January 1992,
as Executive Vice President of Kenbee. Since 1977, Mr. Casnoff has
been a Partner of P&A Associates, a private real estate development
firm. From 1969 to October 1990, Mr. Casnoff was associated with
the law firm of Saul, Ewing, Remick & Saul, Philadelphia,
Pennsylvania, previous legal counsel to the Company and Kenbee.
Frederick E. Smithline has served as Chairman of the Board of
the Company since 1990 and as a director since 1982. Since
September 1989, Mr. Smithline has been Of counsel to the law firm
of Epstein, Becker & Green, P.C., New York, New York.
Herbert L. Golden has served as a director of the Company
since 1979. From January 1979 to November 1991, Mr. Golden served
as a senior consultant to Bankers Trust Company, New York, New
York. Mr. Golden is currently retired.
Myron Rosenberg has served as a director of the Company since
1973. Mr. Rosenberg is currently Executive Vice President of
Rosenthal & Rosenthal, Inc., New York, New York, a commercial
finance concern, and has been employed by Rosenthal & Rosenthal,
Inc. since 1961.
In addition to the executive officers who are directors of the
Company listed above, Joel Zbar is Treasurer of the Company, Robert
W. LoSchiavo is Vice President, Secretary and General Counsel of
the Company, David Loughlin is Senior Vice President of the Company
and Richard Moeller and Mark J. Schwartz are Vice Presidents of the
Company.
Joel Zbar (age 37) has served as the Company's Treasurer and
as Treasurer of Kenbee since 1988 and Chief Financial Officer of
the Company and Kenbee since January 1993.
Robert W. LoSchiavo (age 36) has served as Vice President of
the Company since January 1990, as Secretary of the Company since
October 1991 and as General Counsel since December 1991. Mr.
LoSchiavo also serves as Vice President, General Counsel and
Secretary of Kenbee. Mr. LoSchiavo has been employed by Kenbee
since September 1989. From 1982 to 1989, Mr. LoSchiavo served as
legal counsel to various real estate investment companies.
David C. Loughlin (age 55) has served as Senior Vice President
of the Company since April 1993 and has been employed by the
Company and Kenbee since February 1992. Mr. Loughlin has been
employed by various real estate corporations since 1967 including
Rouse Investing Company and Cousins Properties, Inc.
Richard Moeller (age 33) has served as Vice President of the
Company and of Kenbee since July 1993 and Controller of the Company
and of Kenbee since April 1986.
Mark J. Schwartz (age 34) has served as Vice President of the
Company and Kenbee since December 1991. From August 1987 to
December 1991, Mr. Schwartz served as Financial Analyst and
Assistant Vice President of Kenbee.
BOARD OF DIRECTORS AND COMMITTEES
There were 8 meetings of the Board held during the fiscal year
ended December 31, 1993 ("Fiscal 1993"). All directors attended
each meeting.
The Board has standing Audit and Compensation Committees. The
Board does not have a Nominating Committee.
A Compensation Committee which is comprised of the independent
directors, Messrs. Golden, Rosenberg and Smithline, reviews
compensation of the executive officers of the Company to determine
if such compensation is in line with similar organizations and to
recommend and provide appropriate incentives to key employees. The
purpose of the Audit Committee is to review financial and
accounting practices and controls. Directors who are not officers
or employees of the Company presently receive a directors fee of
$1,500 per month plus $500 for each audit committee meeting
attended. In addition, in 1993 each independent director received
a one time bonus payment of $10,000. Directors who are officers or
employees of the Company receive no compensation for their services
as directors.
<TABLE>
<CAPTION>
Executive Compensation And Certain Related Transactions
SUMMARY COMPENSATION TABLE
All Other
Annual Compensation
Long-Term Compensation Compensation
Other
Cash Annual Restricted
Performance LTIP
Name Year Salary Bonus Compensation Stock Awards
Units Payouts
<S> <C> <C> <C> <C> <C>
<C> <C> <C>
Ben S. Read, Jr. 1993 $353,871 $--- $32,122(5) None
50,000 None None
President and Chief 1992 337,836(1) 5,000 None None
112,500 None None
Executive Officer 1991 291,351 --- None None
187,500 None None
Alan E. Casnoff 1993 340,636(2) --- None None
50,000 None None
Executive Vice 1992 307,905(2) 5,000 None None
112,500 None None
President 1991 202,499(2) --- None None
187,500 None None
Joel Zbar 1993 226,000 13,000 None None
50,000 None None
Treasurer and Chief 1992 188,308 7,000 None None
50,000 None None
Financial Officer 1991 138,750 6,000 None None
0 None None
David C. Loughlin 1993 193,590(3) N/A None None
50,000 None None
Senior Vice President 1992 149,753 N/A None None
0 None None
1991 N/A N/A None None
0 None None
Robert W. LoSchiavo 1993 119,189 5,000 None None
15,000 None None
Vice President, 1992 115,000 5,000 None None
0 None None
Secretary and 1991 86,400 2,500 None None
0 None None
General Counsel
</TABLE>
[FN]
(1)Includes compensation received as director of the Company and Kenbee and for
Mr. Casnoff
the payment of certain deferred fees for services rendered as secretary of the
Company.
(2)Does not include payments made to a corporation partially owned and
controlled by Mr.
Casnoff which provided management assistance for two properties in
Philadelphia, Pennsylvania
owned by affiliated partnerships for which such corporation received $12,000,
$57,000 and $34,000
in 1993, 1992 and 1991, respectively.
(3)Includes compensation received from Kenbee and affiliated partnerships.
(4)The Performance Units granted under the Company's Performance Unit Plan are
SAR's for purposes
of Item 402 of Regulation S-K of the Commission.
(5)Represents the cash value of 40,358 performance units redeemed by Mr. Read
to meet the note
payments due under a certain note to the Company. See "Indebtedness of
Management".
The Company has employment contracts with Messrs. Read, Casnoff, Zbar
and LoSchiavo pursuant to which they are paid current annual salaries at
the rate per annum of $330,000, $330,000, $250,000 and $122,500,
respectively. The employment contract with Mr. Zbar provides for certain
payments if the employment term is terminated without cause or is not
renewed at the end of its term in an amount equal to $125,000. The
employment contract with Mr. LoSchiavo provides for certain payments if the
employment term is terminated without cause in an amount equal to six (6)
months salary and if the contract is not renewed in an amount equal to
three (3) months salary. The employment contracts with Messrs. Read,
Casnoff, Zbar and LoSchiavo expire on October 31, 1994, October 31, 1994,
October 31, 1994 and December 31, 1994, respectively.
In January and February 1993, the Company advanced $75,000 as a loan to
Mr. Read which is to be repaid over two years in eight equal installments
of principal plus interest at 8% which began in June 1993. Mr. Read is
current in this obligation. See "Indebtedness of Management".
STOCK BASED COMPENSATION
On November 15, 1990, the Board adopted the Company's 1990 Performance
Unit Plan (the "Plan") for the purpose of providing long-term incentives to
Company employees who are largely responsible for the management, growth
and protection of the Company's business.
The Plan authorizes the grant of performance units, considered to be
stock appreciation rights, only to directors and officers, who are also
employees of the Company or any subsidiary thereof, who are in a position
to make substantial contributions to the management, growth and success of
the business of the Company or any subsidiary thereof, as determined by the
Board, or a committee thereof, as the case may be.
The number of performance units reserved for issuance under the Plan, as
amended, is 900,000, all of which have been granted to date.
Under the Plan, the holder of performance units is entitled to receive
upon exercise of such units an amount equal to the Fair Market Value (as
defined in the Plan) of a performance unit at the time of exercise plus all
dividends declared with respect to a single share of the Company's Common
Stock from the date of exercise minus the Fair Market Value of a
performance unit at the time of grant, multiplied by the total number of
performance units being exercised by the holder.
Under the Plan, the Fair Market Value of a performance unit means an
amount equal to the fair market value of a share of Common Stock as
determined by the Board, or a committee thereof, either (a) by determining
the average of the closing prices for the Company's Common Stock for the
twenty most recent trading days (or for such other period as may be agreed
upon between the Company and the holder) on the Exchange or such other
national securities exchange (including the NASDAQ system) on which the
Company's Common Stock may then be publicly traded or (b) in the event no
such market exists, pursuant to such other reasonable method as may be
adopted by the Board or the committee, as the case may be, in good faith
for such purpose.
The following tables set forth certain information with respect to
performance units granted under the Plan to, and performance units
exercised by (i) the executive officers of the Company listed in the Cash
Compensation Table and (ii) all current executive officers of the Company
as a group, during fiscals 1991, 1992 and 1993. No performance units were
granted during fiscal 1990 under the Plan. All performance units granted
are vested and fully exercisable.
<TABLE>
<CAPTION>
PERFORMANCE UNITS GRANTS IN FISCAL YEAR ENDED 12/31/91
Individual Grants
Potential
Realizable Alternative
at
Assumed Annual to (f) and
Percent Rates of
Stock (g):Grant
of Total Price
Appreciation Date Value
Performance
Units For
Term
Performance Granted to Exercise
Units Employees or Base
Grant Date
Granted in Fiscal Price Expiration
Present
(#)Year 1991 ($/Sh) Date 5% ($)
10% ($) Value ($)
Name (b) (c) (d) (e) (f)
(g) (h)
<S> <C> <C> <C> <C> <C>
<C> <C>
Ben S. Read, Jr. 187,500 50 $ .49(1) None N/A
N/A $ 0
Alan E. Casnoff 187,500 50 $ .49(1) None N/A
N/A 0
David C. Loughlin 0 0 $ 0 None N/A
N/A 0
Robert W. LoSchiavo 0 0 $ 0 None N/A
N/A 0
Joel Zbar 0 0 $ 0 None N/A
N/A 0
All others 0 0 0 None N/A
N/A 0
</TABLE>
[FN]
(1)Pursuant to letter agreements, dated January 15, 1992, between the Company
and each of Messrs.
Read and Casnoff, the Fair Market Value of the performance units on the date of
grant is equal to the
average of the closing prices for the Company's Common Stock for all trading
days on the Exchange for
the period commencing October 15, 1991 and ending on February 3, 1992, the date
that the Company
filed its Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1991.
<TABLE>
<CAPTION>
PERFORMANCE UNITS GRANTS IN FISCAL YEAR ENDED 12/31/92
Individual Grants
Potential
Realizable Alternative
at
Assumed Annual to (f) and
Percent Rates of
Stock (g):Grant
of Total Price
Appreciation Date Value
Performance
Units For
Term
Performance Granted to Exercise
Units Employees or Base
Grant Date
Granted in Fiscal Price Expiration
Present
(#)Year 1992 ($/Sh) Date 5% ($)
10% ($) Value ($)
Name (b) (c) (d) (e) (f)
(g) (h)
<S> <C> <C> <C> <C> <C>
<C> <C>
Ben S. Read, Jr. 112,500 41 $ .49(1) None N/A
N/A $ 0
Alan E. Casnoff 112,500 41 $ .49(1) None N/A
N/A 0
David C. Loughlin 0 0 $ 0 None N/A
N/A 0
Robert W. LoSchiavo 0 0 $ 0 None N/A
N/A 0
Joel Zbar 50,000 18 $ .47(2) None N/A
N/A 0
All others 0 0 0 None N/A
N/A 0
</TABLE>
[FN]
(1)Pursuant to letter agreements, dated January 15, 1992, between the Company
and each of Messrs.
Read and Casnoff, the Fair Market Value of the performance units on the date of
grant is equal to the
average of the closing prices for the Company's Common Stock for all trading
days on the Exchange for
the period commencing October 15, 1991 and ending on February 3, 1992, the date
that the Company
filed its Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1991.
(2)The Fair Market Value of the performance units on the date of grant,
pursuant to the Plan, is
equal to the average of the closing prices of the Company's Common Stock from
December 19, 1991
through and including January 14, 1992.
<TABLE>
<CAPTION>
PERFORMANCE UNITS GRANTS IN FISCAL YEAR ENDED 12/31/93
Individual Grants
Potential
Realizable Alternative
at
Assumed Annual to (f) and
Percent Rates of
Stock (g):Grant
of Total Price
Appreciation Date Value
Performance
Units For
Term
Performance Granted to Exercise
Units Employees or Base
Grant Date
Granted in Fiscal Price Expiration
Present
(#)Year 1993 ($/Sh) Date 5% ($)
10% ($) Value ($)
Name (b) (c) (d) (e) (f)
(g) (h)
<S> <C> <C> <C> <C> <C>
<C> <C>
Ben S. Read, Jr. 50,000 20 $ .75(1) None N/A
N/A $ 0
Alan E. Casnoff 50,000 20 $ .75(1) None N/A
N/A 0
David C. Loughlin 50,000 20 $ .75(1) None N/A
N/A 0
Robert W. LoSchiavo 15,000 6 $ .75(1) None N/A
N/A 0
Joel Zbar 50,000 20 $ .75(1) None N/A
N/A 0
All others 35,000 14 .75(1) None N/A
N/A 0
</TABLE>
[FN]
(1)On January 20, and July 8, 1993 the Board granted these performance units at
a fair market value
equal to $.75, representing the closing price of the common stock on January
19, 1993.
<TABLE>
<CAPTION>
AGGREGATED PERFORMANCE UNITS EXERCISED IN FY-END DECEMBER 1991
PERFORMANCE UNIT VALUES
Number of Value of
Unexercised Unexercised
Performance Performance
Units at Fiscal Units at Fiscal
Year-End Year-End
Performance (#) ($)
Units Value
Exercised Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Ben S. Read, Jr. None None 187,500 / 0 0 / 0
Alan E. Casnoff None None 187,500 / 0 0 / 0
David C. Loughlin None None 0 / 0 0 / 0
Robert W. LoSchiavo None None 0 / 0 0 / 0
Joel Zbar None None 0 / 0 0 / 0
All others None None 0 / 0 0 / 0
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED PERFORMANCE UNITS EXERCISED IN FY-END DECEMBER 1992
PERFORMANCE UNIT VALUES(1)
Number of Value of
Unexercised Unexercised
Performance Performance
Units at Fiscal Units at Fiscal
Year-End Year-End
Performance (#) ($)
Units Value
Exercised Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Ben S. Read, Jr. None None 300,000 / 0 78,000 / 0
Alan E. Casnoff None None 300,000 / 0 78,000 / 0
David C. Loughlin None None 0 / 0 0 / 0
Robert W. LoSchiavo None None 0 / 0 0 / 0
Joel Zbar None None 50,000 / 0 14,000 / 0
All others None None 0 / 0 0 / 0
(/TABLE)
<FN>
(1)1992 year-end values shown in these tables for outstanding performance units
reflect a $.75 price, which was the closing price of the Common Stock on
December 31, 1992, as reported in the New York Stock Exchange section of the
Eastern Edition of The Wall Street Journal.
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED PERFORMANCE UNITS EXERCISED IN FY-END DECEMBER 1993
PERFORMANCE UNIT VALUES
Number of Value of
Unexercised Unexercised
Performance Performance
Units at Fiscal Units at Fiscal
Year-End Year-End
Performance (#) ($)
Units Value
Exercised Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Ben S. Read, Jr. 40,358 32,122(1) 309,642 / 0 160,400 / 0
Alan E. Casnoff None None 350,000 / 0 183,000 / 0
David C. Loughlin None None 50,000 / 0 15,000 / 0
Robert W. LoSchiavo None None 15,000 / 0 4,500 / 0
Joel Zbar None None 100,000 / 0 44,000 / 0
All others None None 35,000 / 0 10,500 / 0
</TABLE>
[FN]
(1)Represents the value of performance units exercised the proceeds of which
were used by Mr. Read to meet the debt service payments on his debt to the
Company. See "Indebtedness of Management".
(2)Calculated as the average of the closing prices of the Company's stock for
the last twenty (20) trading days of 1993.
INDEBTEDNESS OF MANAGEMENT
Other than as discussed below, Officers, Directors and
stockholders of the Company have not obtained loans and loan
commitments in excess of $60,000.
In January and February 1993, the Company advanced $75,000 as
a loan to Mr. Read which is to be repaid over two years in eight
installments of principal plus interest at 8% which began June 1,
1993, with the second payment on August 1, 1993 and subsequent
payments due and paid quarterly thereafter. Mr. Read has pledged
as security for this loan his performance units equal to the
balance of the loan. Mr. Read has exercised 56,118 units as of
February 1, 1994 to meet his debt service requirements and may
continue to meet his obligations under this note in this fashion.
Mr. Read is current in all of his obligations under this loan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Smithline, Chairman of the Board and a director of the
Company, performed consulting services for the Company and was
paid $35,000 for such services in 1993.
P&A Associates, a Pennsylvania general partnership of which
Mr. Casnoff, Executive Vice President and a director of the
Company, is a partner, provides management services for certain
properties located in Philadelphia, Pennsylvania which are owned by
partnerships affiliated with the Company. Management fees paid by
various entities to such entity during the 1993 fiscal year totaled
$12,000. Further, since February 1992 the Company and related
entities have used a partner of Mr. Casnoff in P&A Associates to
perform legal services for the Company and affiliates in connection
with certain real estate transactions. Mr. Casnoff's partner
earned $152,123 in legal fees from the Company and affiliates in
1993.
Certain officers and directors of the Company serve as
officers and directors of Kenbee, which was the Company's largest
debtor and previous manager, and control over which has been given
to Mr. Casnoff by virtue of certain voting trust agreements wherein
Mr. Casnoff temporarily controls the parent company of Kenbee. Mr.
Casnoff, Executive Vice President of the Company and Kenbee,
acquired sole voting power over the shares of capital stock of R&M
Holding, a Delaware corporation and the sole stockholder of Kenbee,
pursuant to the terms of a Voting Trust Agreement, dated May 15,
1991, between R&M Holding and Mr. Casnoff, as trustee. The shares
subject to the Agreement are owned by Roger D. Stern and Martin
Wright, each a 50% owner of the shares of capital stock of R&M
Holding, and each a former officer and director of the Company.
The term of the Agreement expires on January 1, 2000 as to 50% of
the shares of capital stock of R&M Holding owned by Mr. Stern and
on December 31, 1994 as to 50% of the shares of capital stock of
R&M Holding owned by Mr. Wright.
Rosenthal & Rosenthal Inc., a commercial finance concern of
which Mr. Rosenberg, a director of the Company, is Executive Vice
President, made a loan to the Company in 1990 in the aggregate
principal amount of $1,331,700, secured by the assignment of a
certain promissory note and mortgage executed in favor of the
Company. Regular payments of principal and interest on this loan
were made through September 1990. The Company has completed a
settlement in which this loan was exchanged for the assignment to
Rosenthal & Rosenthal, Inc. of a wraparound mortgage, certain
limited partnership units and options to acquire 600,000 shares of
the Company's common stock for $1.00 per share. Rosenthal &
Rosenthal, Inc. was also provided with a note with a face value of
$107,000 bearing interest at 10% per annum and 214,000 warrants to
purchase common stock for $1.00 per share which warrants expire in
April 1998. Rosenthal & Rosenthal, Inc. will at its option return
either the wraparound mortgage or the notes and warrants within
five years of the settlement.
Since June 1992, the Company, Kenbee and affiliated
partnerships have periodically retained Fox, Rothschild, O'Brien &
Frankel to perform certain legal services in connection with
various matters. Mr. Casnoff, a director and Executive Vice
President of Kenbee, serves as Of Counsel to Fox, Rothschild,
O'Brien & Frankel. During 1993, the Company paid $19,464 to this
law firm for legal services rendered.
The law firm of Ross & Hardies received legal fees of
approximately $239,022 from Kenbee and its affiliates in connection
with various matters, many of which indirectly involved the
Company. Kenneth Zuckerbrot, Esq., a member of the firm of Ross &
Hardies, was Secretary of Kenbee until September 1993. The law
firm of Miller, Faucher, Chertow, Cafferty & Wexler which
represents the Company in various litigation has received 50,129
shares of the Company Common Stock in partial satisfaction of a
portion of its legal fees.
Mr. Read, President, Chief Executive Officer and a director of
the Company, serves as President and a director of Kenbee. Mr.
Casnoff, Executive Vice President and a director of the Company,
serves as Executive Vice President and a director of Kenbee. Mr.
Zbar, Treasurer of the Company, serves as Treasurer of Kenbee. Mr.
LoSchiavo, Vice President, Secretary and General Counsel of the
Company, serves as Vice President, Secretary and General Counsel of
Kenbee. Mr. Moeller, Vice President of the Company serves as Vice
President of Kenbee. Mr. Schwartz, Vice President of the Company
serves as Vice President of Kenbee.
In December 1987, the Company redeemed an investment of
$1,945,000 held by a pension plan maintained for the benefit of
former employees of LW Industries, Inc., a former affiliate, and
certain of its subsidiaries with certain of Del-Val's commercial
mortgages due from affiliated partnerships. The investment bore
interest at 3% per annum over the Company's average interest rate
for short-term borrowings, as such rate changed from time to time.
Thereafter, the pension plan made a $2,050,000 (subsequently
increased to $2,750,000) loan to the Company secured by certain of
its commercial mortgages due from four affiliated partnerships.
The loan bears interest at 2% per annum over prime, payable monthly
and was due in December 1992. Messrs. Stern and Wright are
trustees of the pension plan with sole investment power thereunder.
The Company is currently in default on this obligation and is
negotiating a possible settlement with this creditor.
At December 31, 1993, the Company was contingently liable as
a guarantor of an affiliate's indebtedness of approximately $5
million. In 1994, the Company reached a tentative settlement
agreement with this creditor which calls for the Company to issue
300,000 shares of common stock, with a guaranteed value of $1.50
per share, and to pay $300,000 in installments through July 1995.
The creditor may sell the shares in July 1995, with the Company
liable for any shortfall in the guaranteed value, or if it is
unable to sell such shares, it may put the shares back to the
Company and the Company shall pay the creditor the guaranteed value
in installments over twelve months. If the creditor does not
attempt to sell the shares in July 1995, the Company shall have no
further liability to the creditor. This settlement was fully
reserved for at December 31, 1993.
From time to time, the Company made loans to, and borrowed
funds from, Kenbee and its affiliates on an unsecured demand basis
with interest at 15% per annum. Any resulting balances were
settled monthly and reflected as due from or to Kenbee.
Transactions effected through intercompany accounts were considered
constructive cash receipts and cash payments. On December 31,
1992, Kenbee transferred its remaining assets to the Company.
Under this agreement, DVL's unsecured loan due from Kenbee was
reduced by the estimated fair market value of these assets
aggregating $908,000. The Company fully provided for a loss on the
remaining amount due from Kenbee aggregating $275,000 in 1992.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected the firm of Richard A. Eisner & Co.,
independent certified public accountants, as auditors of the
Company for the next fiscal year. The Company has been advised by
such firm that neither it nor any member or associate of such firm
has any relationship with the Company or with any of its affiliates
other than as independent accountants and auditors.
Representatives of Richard A. Eisner & Co. will be present at
the Meeting, will have an opportunity to make any statement they
may desire to make, and will be available to answer appropriate
questions from stockholders.
MISCELLANEOUS
All of the costs and expenses in connection with the
solicitation of proxies with respect to the matters described
herein will be borne by the Company. In addition to solicitation
of proxies by use of the mails, directors, officers and employees
(who will receive no compensation therefor in addition to their
regular remuneration) of the Company may solicit the return of
proxies by telephone, telegram or personal interview. The Company
will request banks, brokerage houses and other custodians, nominees
and fiduciaries to forward copies of the proxy material to their
principals and to request instructions for voting the proxies. The
Company may reimburse such banks, brokerage houses and other
custodians, nominees and fiduciaries for their expenses in
connection therewith.
Action may be taken on the business to be transacted at the
Meeting on the date specified in the Notice of Meeting or on any
date or dates to which such Meeting may be adjourned.
STOCKHOLDER PROPOSALS
Any stockholder of the Company may present a proposal for
consideration at a future meeting of the stockholders of the
Company. Any proposal for consideration at the meeting must be
received by the Company at its principal offices, 24 River Road,
Bogota, New Jersey 07603, Attention: Robert W. LoSchiavo, Vice
President and General Counsel, no later than January 1, 1995.
ADDITIONAL FINANCIAL INFORMATION
Stockholders desiring additional information about the Company
and its operations should refer to the Company's Annual Report to
the Commission on Form 10-K for the fiscal year ended December 31,
1993, a copy of which constitutes a portion of the Annual Report to
Stockholders mailed with this Proxy Statement.
Please relay any questions to the Company at 201-487-1300.
By Order of the Board of Directors
Robert W. LoSchiavo
Secretary
April 29, 1994
FORM OF PROXY
(Front)
Proxy Proxy
DVL, Inc.
Annual Meeting of Stockholders, June 17, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a stockholder of DVL, INC., a Delaware
corporation (the "Company"), hereby appoints BEN S. READ, JR. and
ALAN E. CASNOFF, and each of them, jointly and severally, proxies,
with full power of substitution, to vote, as designated below, all
shares of Common Stock which the undersigned is entitled to vote at
the 1994 Annual Meeting of Stockholders of the Company to be held
at the Glenpointe Marriot Hotel, Teaneck, New Jersey on June 17,
1994 at 9:00 a.m., local time, and at any adjournment or
adjournments thereof.
1. To elect five directors to serve until the next Meeting and
until their successors are duly elected and qualified; and
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) _____ nominees listed below_____
Alan E. Casnoff, Herbert L. Golden, Ben S. Read, Jr., Myron
Rosenberg and Frederick E. Smithline.
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
_________________________________________________________________
(Back)
2. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the Meeting.
The shares represented by this Proxy, duly executed, will be voted.
If instructions are given in the space provided above and on the
reverse side hereof, the shares will be voted in accordance
therewith; if instructions are not given, the shares will be voted
for the election of the directors named in Proposal 1.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by the President or other authorized officer. If a
partnership, please sign in the partnership name by an authorized
person.
Dated:__________________ ___________________________
Signature
___________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE
