<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Starrett Housing Corporation
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Starrett Housing Corporation
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 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 transactions 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:
- - --------------------------------------------------------------------------------
/ / 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 registrations 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:
- - --------------------------------------------------------------------------------
1 Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
STARRETT HOUSING CORPORATION
909 THIRD AVENUE
NEW YORK, NEW YORK 10022
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
STARRETT HOUSING CORPORATION
NOTICE IS HEREBY GIVEN THAT THE ANNUAL MEETING OF SHAREHOLDERS OF STARRETT
HOUSING CORPORATION will be held at the offices of Proskauer Rose Goetz &
Mendelsohn at 1585 Broadway, 26th Floor, New York, New York on October 27, 1994
at 10:00 A.M. Eastern Daylight Time for the following purposes:
1. To elect seven directors.
2. To ratify the selection of Deloitte & Touche as the Corporation's
independent public accountants for the fiscal year ending December
31, 1994; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of record at the close of business on September 14, 1994,
will be entitled to notice of, and to vote at, said meeting.
By Order of the Board of Directors
LEWIS A. WEINFELD
Secretary
September 28, 1994
NOTE: Whether or not you expect to attend the meeting, please complete, date and
sign the enclosed proxy and return it promptly in the enclosed envelope.
We enclose in this mailing the Notice of Annual Meeting of Shareholders,
Proxy Statement, Proxy, and Annual Report of the Corporation for the
fiscal year ended December 31, 1993.
<PAGE> 3
STARRETT HOUSING CORPORATION
909 THIRD AVENUE
NEW YORK, NEW YORK 10022
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
Starrett Housing Corporation (the "Corporation") on behalf of the Board of
Directors of proxies to be voted at the Annual Meeting of Shareholders of the
Corporation to be held on October 27, 1994 (the "Annual Meeting"), for the
purposes set forth in the accompanying notice. The accompanying form of proxy is
for use at the aforesaid meeting or any adjournments thereof.
Any proxy may be revoked by the shareholder at any time prior to its
exercise (such as by attending the meeting and voting in person or by sending a
letter of revocation to the Secretary of the Corporation). The cost of this
Proxy Statement and of solicitation of proxies will be borne by the Corporation.
Solicitation may be made by mail, personal interviews, telephone and facsimile
by regularly engaged officers and employees of the Corporation.
SECURITY OWNERSHIP
The only issued and outstanding voting securities of the Corporation are
its Common Stock, each share of which entitles the holder thereof to one vote.
Only shareholders of record at the close of business on September 14, 1994 are
entitled to vote at the meeting or adjournments thereof. As of that date, there
were outstanding and entitled to vote 6,260,972 shares of Common Stock.
As of August 31, 1994, the following were known by the Corporation to own
beneficially, as defined under applicable rules of the Securities and Exchange
Commission (the "SEC"), more than 5% of its outstanding Common Stock:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
TITLE OF BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER CLASS OWNERSHIP* OF CLASS
- - -------------------------------------------- ------------- -------------------- --------
<S> <C> <C> <C>
Builtland Partners, PIM Holding Co.,........ Common Stock 1,750,005 shares (a) 28.0%
SVM Holding Co., Paul Milstein and Seymour
Milstein
1271 Avenue of the Americas
New York, New York
Henry Benach................................ Common Stock 735,348 shares (b) 11.7%
909 Third Avenue
New York, New York
Cynthia Green Colin and The Green Fund, Common Stock 443,628 shares (c) 7.1%
Inc. .....................................
120 Broadway
New York, New York
Oded Aboodi................................. Common Stock 387,360 shares (d) 6.2%
75 Rockefeller Plaza
New York, New York
</TABLE>
1
<PAGE> 4
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
TITLE OF BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER CLASS OWNERSHIP* OF CLASS
- - -------------------------------------------- ------------- -------------------- --------
<S> <C> <C> <C>
Dimensional Fund Advisors Inc. ............. Common Stock 397,100 shares 6.3%
1299 Ocean Avenue
Santa Monica, California
</TABLE>
- - ------------
* Unless otherwise indicated, each shareholder listed has the sole power to
vote and direct disposition of the shares shown as beneficially owned by
such shareholder.
(a) According to the Schedules 13D filed with the SEC, as amended, and
information subsequently supplied to the Corporation, the following
shareholders have beneficial ownership of the Corporation's Common Stock as
follows:
Builtland Partners ("Builtland"), a partnership beneficially owned by
members of the Milstein family, owns directly 1,100,000 shares (or 17.6%) of
the Corporation's Common Stock. Paul Milstein beneficially owns 457,377
shares (7.3%) including shares owned by PIM Holding Co. ("PIM") and,
together with PIM, may be deemed to be a beneficial owner of shares owned by
Builtland and 109,441 shares (1.8%) owned by Bradley Associates ("Bradley"),
a partnership beneficially owned by members of the Milstein family. He (with
PIM) disclaims beneficial ownership of more than 20% of the shares owned by
Builtland or 28% of the shares owned by Bradley and all the shares owned by
Seymour Milstein and SVM Holding Co. ("SVM") described below. Seymour
Milstein owns beneficially 83,187 shares (1.3%) owned by SVM and, together
with SVM, may be deemed to be a beneficial owner of the shares owned by
Builtland and Bradley. He (with SVM) disclaims beneficial ownership of more
than 20% of the shares owned by Builtland or 28% of the shares owned by
Bradley and all of the shares owned by Paul Milstein and PIM. Builtland,
PIM, SVM, Paul Milstein and Seymour Milstein (the "Reporting Persons")
disclaim beneficial ownership of 42,423 shares (0.7%) owned by the Milstein
Family Foundation, Inc., a not-for-profit corporation for which members of
the Milstein family serve as officers and directors, and 75,860 shares
(1.2%) that are beneficially owned by partners of Builtland who are not
Reporting Persons and spouses of partners of Builtland (all of which shares
are excluded from the above table).
(b) Excludes 1,050 shares owned by Shirlee Benach, Mr. Benach's wife, and 12,000
shares owned by The Henry and Shirlee Benach Foundation (the "Foundation"),
of which Mr. Benach and his wife are officers and directors, but includes
242,900 shares owned by Home Associates, a partnership in which Mr. Benach
is a partner. Mr. Benach disclaims beneficial ownership of the shares owned
by his wife and the Foundation.
(c) According to the Schedules 13D filed with the SEC, as amended, and
information subsequently supplied to the Corporation, the following
shareholders have beneficial ownership of the Corporation's Common Stock as
follows:
Cynthia Green Colin owns 3,200 shares. 37,728 shares of the
Corporation's Common Stock are held in various trusts of which Cynthia Green
Colin, S. William Green, Evelyn Green Davis and Patricia Green are the
trustees (0.6% of the Corporation's Common Stock). The Green Fund, Inc. (the
"Fund"), a New York not-for-profit corporation, owns 402,700 shares (6.4% of
the Corporation's Common Stock).
According to the Schedules 13D, Cynthia Green Colin and the Fund
constitute a "group" and Mr. Green, formerly a member of such group, has
terminated his participation therein and does not participate in the
decisions of the Fund relating to the voting or disposition of the shares of
the Corporation's Common Stock held by the Fund.
(d) According to the Schedules 13D filed with the SEC, as amended, and
information subsequently supplied to the Corporation, the following
shareholders have beneficial ownership of the Corporation's Common Stock as
follows:
Oded Aboodi owns 28,600 shares (0.5%) of the Corporation's Common Stock.
OEA Partners ("OEA"), a New Jersey general partnership, owns 50,000 shares
(0.8%) of the Corporation's Common Stock. Kadima Partners ("Kadima"), a
Delaware general partnership, owns 308,760 shares (4.9%) of the
Corporation's Common Stock. Oded Aboodi is deemed to beneficially own the
shares owned by OEA and Kadima, or 5.7% of the shares of the Corporation's
Common Stock. As a result, Mr. Aboodi is deemed to beneficially own an
aggregate of 387,360 shares or 6.2% of the Corporation's Common Stock.
ELECTION OF DIRECTORS
At the Annual Meeting, seven directors are to be elected to serve until the
next annual meeting of shareholders of the Corporation or until their respective
successors shall have been duly elected and qualified. The table below sets
forth information as to each nominee, and includes the amount and percentages of
2
<PAGE> 5
Common Stock of which each nominee, and all directors and executive officers as
a group, were "beneficial owners" (as defined in the applicable rules of the
Securities and Exchange Commission) on August 31, 1994, all as reported to the
Corporation. It is intended that votes will be cast pursuant to proxies received
FOR the election of the following seven nominees:
<TABLE>
<CAPTION>
YEAR
FIRST COMMON STOCK
BECAME BENEFICIALLY PERCENT
NAME AND AGE PRINCIPAL OCCUPATION DIRECTOR OWNED* OF CLASS
- - ------------------------------ ------------------------- --------- ---------------- --------
<S> <C> <C> <C> <C>
PAUL MILSTEIN, 72............. Chairman of the Board of 1994 (a) (b) (b)
the Corporation
HENRY BENACH, 76.............. Former Chairman of the 1970 (c) (c)
Board and Chief Executive
Officer of the
Corporation
IRVING R. FISCHER, 62......... Chairman of the Board and 1994 (a) 71,000 shares 1.1%
Chief Executive Officer
of HRH Construction
Corporation (d)
ROBERT BERNE, 56.............. Real Estate Investor and 1994 (a) 1,000 shares (f)
Developer
JOHN E. ZUCCOTTI, 57.......... President and Chief 1994 (a) 1,000 shares (f)
Executive Officer of
Olympia & York Companies
(U.S.A.)
ROBERT C. ROSENBERG, 59....... Chairman of the Board and 1994 (a) 3,333 shares (f)
Chief Executive Officer
of Grenadier Realty Corp.
(d)
ELLIOTT M. WIENER, 59......... Chairman of the Board and 1994 (a) 25,500 shares (f)
Chief Executive Officer
of Levitt Corporation (d)
All directors and executive officers of the Corporation 2,642,824 shares 40.2%
as a group (including those named above)..............
</TABLE>
- - ------------
* Unless otherwise indicated, each shareholder listed has the sole power to
vote and direct disposition of the shares shown as beneficially owned by
such shareholder.
(a) Messrs. Milstein, Fischer, Berne, Zuccotti, Rosenberg and Wiener were each
elected to fill vacancies on the Board, as follows: Mr. Milstein was elected
on January 1, 1994; each of Messrs. Fischer, Berne and Zuccotti were elected
on June 21, 1994; and each of Messrs. Rosenberg and Wiener were elected on
August 10, 1994. Their terms will each expire at the Annual Meeting.
(b) Reference is made to Note (a) on Page 2 of this Proxy Statement.
(c) Reference is made to Note (b) on Page 2 of this Proxy Statement.
(d) A subsidiary of the Corporation.
(f) Represents less than 1% of the outstanding shares of Common Stock.
3
<PAGE> 6
Paul Milstein has been active for more than five years as a real estate
developer and investor. Henry Benach, who served as Chairman of the Board of the
Corporation until December 31, 1993, served in such position for more than five
years. Mr. Benach remains a director of the Corporation, and is also a director
of M.I. Fund, Inc. Irving R. Fischer has been principally engaged in his
occupation as Chief Executive Officer and Chairman of the Board of HRH
Construction Corporation (a subsidiary of the Corporation) for more than five
years. Robert Berne has been active for more than five years as a real estate
investor and developer. His development activities during this period have
primarily involved projects in which Paul Milstein and members of his family
were the principal investors. John E. Zuccotti, a senior partner of the law firm
of Brown & Wood until December 31, 1989, presently serves as a director of
Catellus Development Corporation and several Dreyfus mutual funds. Robert C.
Rosenberg has been principally engaged as Chief Executive Officer and Chairman
of the Board of Grenadier Realty Corp. for more than five years. Elliott M.
Wiener has been principally engaged as Chief Executive Officer and Chairman of
the Board of Levitt Corporation for more than five years. In the event that any
of the foregoing nominees is unavailable, the proxies will be voted for
substitute nominees designated by the Board of Directors. However, Management
now knows of no reason to anticipate any such contingency.
COMMITTEES AND MEETINGS
The Board of Directors has established a Compensation Committee consisting
of Messrs. Milstein, Benach and Fischer. The function of the Compensation
Committee is to approve the salaries, bonuses and other forms of compensation of
senior executives of the Corporation. The Compensation Committee held one
meeting during 1993. The Board of Directors has also established an Audit
Committee for reviewing the planned scope and results of audits, considering any
recommendations the auditors may make with respect to the Corporation's internal
controls and procedures and overseeing any responses made to such
recommendations. The members of the Audit Committee are Messrs. Benach, Berne
and Zuccotti. The Audit Committee held one meeting during 1993. The Corporation
also has a Nominating Committee, consisting of Messrs. Benach, Fischer and
Zuccotti, which was first established in 1994. The Nominating Committee will
consider nominees recommended by security holders of the Corporation.
Nominations for consideration at the Corporation's 1995 Annual Meeting should be
forwarded to the attention of the Corporation's Secretary on or before the date
for shareholder proposals set forth below. The membership of the Compensation
Committee and Audit Committee differed from the directors listed above at the
times of the 1993 meetings of such Committees.
The Board of Directors of the Corporation met five times during the fiscal
year ended December 31, 1993. All directors then in office attended 100% of the
meetings of the Board held during such year, except that one former director
missed two meetings due to illness.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following Summary Compensation Table includes individual compensation
information for services rendered in all capacities during the fiscal years
ended December 31, 1993, December 31, 1992 and December 31, 1991 by the Chief
Executive Officer and the four other most highly paid executive officers in
office on December 31, 1993 whose salary and bonus for the year ended December
31, 1993 exceeded $100,000.
4
<PAGE> 7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
- - ----------------------------------------------------------- ----- -------- --------
<S> <C> <C> <C>
HENRY BENACH,.............................................. 1993 $400,000 $ 0
Chairman of the Board and 1992 400,000 113,263
Chief Executive Officer (1) 1991 400,000 98,572
RICHARD BASSUK,............................................ 1993 $300,000 $147,280
President and 1992 300,000 84,948
Chief Operating Officer (2) 1991 300,000 73,929
IRVING R. FISCHER,......................................... 1993 $300,000 $147,280
Chairman of the Board and 1992 300,000 84,948
Chief Executive Officer of 1991 300,000 73,929
HRH Construction Corporation (3)
ELLIOTT M. WIENER,......................................... 1993 $250,000 $102,975
Chairman of the Board and 1992 250,000 0
Chief Executive Officer of 1991 250,000 0
Levitt Corporation (3)
ROBERT C. ROSENBERG,....................................... 1993 $200,000 $101,266
Chairman of the Board and 1992 200,000 95,088
Chief Executive Officer of 1991 200,000 96,257
Grenadier Realty Corp. (3)
LEWIS A. WEINFELD,......................................... 1993 $160,000 $ 35,000
Executive Vice President, 1992 160,000 14,158
Chief Financial Officer and Secretary (4) 1991 160,000 12,322
</TABLE>
- - ---------------
(1) Mr. Benach resigned from his position as the Chairman of the Board and Chief
Executive Officer of the Corporation on December 31, 1993. Mr. Benach
remains a director of the Corporation. On January 1, 1994, Paul Milstein was
elected as Chairman of the Board to succeed Mr. Benach.
(2) Mr. Bassuk resigned from his position as President and Chief Operating
Officer of the Corporation on December 31, 1993.
(3) A subsidiary of the Corporation.
(4) Mr. Weinfeld was elected to the offices of Executive Vice President and
Chief Financial Officer effective August 10, 1994.
Messrs. Fischer, Rosenberg and Weinfeld are entitled to benefits under the
Corporation's pension plan. The pension plan was amended effective July 31,
1992, by freezing accrued benefits for all participants. Pensions are payable
under such pension plan, upon retirement at age 65 or later, to employees based
upon salary levels (average of highest five successive years out of last ten
years prior to the aforesaid freeze) and representative years-of-service
classifications established on such freeze, based upon Social Security benefits
and pension law limitations currently in effect. Benefit amounts are not further
reduced by deductions for Social Security benefits or other offset amounts. The
credited years of service of Messrs. Fischer, Rosenberg and Weinfeld under the
plan as frozen are 15, 19 and 21 years, respectively. Accordingly, Messrs.
Fischer, Rosenberg and Weinfeld would receive under the plan upon retirement at
normal retirement age annual benefits of $47,712, $49,095 and $30,432,
respectively. Upon their retirements, Messrs. Benach and Bassuk
5
<PAGE> 8
received lump sum payments in full satisfaction of their interests under the
pension plan in the amounts of $435,541 and $202,973, respectively.
In light of increasing pension costs and the impact of such costs on the
Corporation's competitive position, effective August 1, 1992, the Board of
Directors approved in place of the Corporation's pension plan a Section 401(k)
tax deferred savings plan which covers all employees who have completed at least
1,000 hours of service within the completed twelve-month period, which plan has
achieved substantial cost savings and has been well received by the
Corporation's employees.
Except as described below, all employment agreements and arrangements
between the Corporation and its executive officers expired by January 1993. Mr.
Benach's employment arrangements with the Corporation provided for the
Corporation to pay him, upon the cessation of his employment with the
Corporation, consulting payments of 75% of his base salary for the five-year
period following his cessation of employment. Mr. Benach resigned from his
position as Chairman of the Board of the Corporation on December 31, 1993 and,
accordingly, such payments are now being made by the Corporation. Mr. Bassuk's
employment arrangements expired at the end of 1993, with the possibility of a
certain item of incentive compensation carrying over after 1993, plus consulting
payments at 50% of his base salary during the two-year period of a covenant not
to compete. Mr. Fischer's employment arrangements also have provisions whereby,
after any time Mr. Fischer ceases to work full-time for the Corporation, he
would be entitled to consulting payments by the Corporation at 50% of his base
salary during the two-year period of a covenant not to compete.
Directors of the Corporation who are not employees receive directors' fees
aggregating $20,000 per annum.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Corporation's Compensation Committee is composed of Messrs. Milstein,
Benach and Fischer. The Compensation Committee approves the salary, bonuses and
other forms of compensation of senior executives of the Corporation.
The Corporation's compensation arrangements had reflected the belief that
such arrangements should enable the Corporation to attract and retain highly
qualified executive employees. Base salaries for the Corporation's executive
officers have generally been intended to be competitive with those offered by
real estate construction, development and management companies of the same
general size as the Corporation in the geographic areas in which the Corporation
is engaged in business. Executives had annual incentive compensation which had
heretofore been based, in the case of Messrs. Benach, Bassuk, Fischer and
Weinfeld, on Adjusted Pre-tax Income (as defined) of the Corporation (in amounts
equal to 4%, 3%, 3% and .5%, respectively, of such Adjusted Pre-tax Income of
the Corporation for 1993). Mr. Benach voluntarily waived incentive compensation
for 1993.
The Corporation has not developed a policy with respect to qualifying
compensation paid to its executive officers for deductibility under Section
162(m) of the Internal Revenue Code (relating to compensation exceeding
$1,000,000 in a taxable year paid to an executive officer) for the reason that
none of the
6
<PAGE> 9
Corporation's executive officers receive a level of compensation which would
make it advisable for the Corporation to have such a policy.
Members of the Compensation Committee:
Paul Milstein
Henry Benach
Irving R. Fischer
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholders return on
Starrett Housing Corporation common stock, over a five year period commencing
December 31, 1988, to that of the Amex Market Value Index and the "Market Value
Index -- Housing, Construction and Land Development Group", which consists of
real estate brokers, land sale companies, primary builders of housing and other
construction, manufacturers of construction materials and components and mobile
home accessory manufacturers. It is based on the assumptions that $100 is
invested on December 31, 1988.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
Housing,
Amex Market Construction Starrett Housing
Measurement Period Value Index & Land Corporation
- - ------------------ ----------- ------------ ----------------
<S> <C> <C> <C>
12/30/88 $100.00 $100.00 $100.00
12/29/89 $124.00 $104.00 $ 90.00
12/31/90 $101.00 $ 54.00 $ 60.00
12/31/91 $129.00 $ 65.00 $ 83.00
12/31/92 $130.00 $ 80.00 $ 67.00
12/31/93 $156.00 $117.00 $138.00
</TABLE>
Assumes $100 invested on December 31, 1988 in Starrett Housing Corporation
Common Stock, the Amex Market Value Index and the Market Value Index -- Housing,
Construction & Land Group.
7
<PAGE> 10
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Pursuant to a Memorandum of Understanding between the Corporation and the
City of New York, the Corporation has been designated as the developer of a
mixed use development project in Brooklyn, New York. The project known as Spring
Creek, includes a 2,200 unit affordable housing development, a shopping center
and other facilities. The project is in the early stages of development. The
Corporation enjoys a 65% interest in the project and Milstein Properties, of
which Paul Milstein is a principal, enjoys a 35% interest in the project.
The Corporation's Levitt subsidiary has leased approximately 5,700 square
feet of office space in a building in Boca Raton, Florida. The lease expires on
January 31, 1996 and has one five-year renewal option. The lease is terminable
by Levitt at any time. The building in which such space is located is owned by a
partnership in which certain executives and employees of the Corporation and
Levitt have an investment.
The Corporation's Grenadier Realty Corp. subsidiary manages a building
indirectly owned by Paul Milstein and members of his family. Grenadier received
a fee of $64,800 for such services during 1993, which was the amount of the fee
approved by the New York City Department of Housing, Preservation and
Development for that year.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Subject to the approval of the Corporation's shareholders at the Annual
Meeting, the Board of Directors has selected Deloitte & Touche as the
Corporation's independent public accountants for the fiscal year ending December
31, 1994. Deloitte & Touche was the Corporation's independent accountants for
the fiscal year ended December 31, 1993. Representatives of such firm are
expected to be present at the meeting and available to respond to appropriate
questions.
RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders to be presented at the Annual Meeting to be held
in 1995 must be received for inclusion in the Corporation's proxy statement and
form of proxy by May 31, 1995.
OTHER MATTERS
The shares represented by all valid proxies received will be voted in the
manner specified on the proxies. Where specific choices are not indicated, the
shares represented by all valid proxies received will be voted for the proposal
to ratify the appointment of Deloitte & Touche as independent public accountants
and for all nominees for election as directors. Management knows of no other
business that will be presented for consideration at the Annual Meeting other
than as is stated in the Notice of Meeting. If any other business should come
before the meeting, it is intended that the proxies named in the enclosed form
of proxy will have discretionary authority to vote all such proxies in the
manner they shall decide.
Under New York Law and the Corporation's Certificate of Incorporation and
By-Laws, if a quorum is present, directors are elected by a plurality of the
votes cast by the holders of shares entitled to vote thereon. A majority of the
outstanding shares entitled to vote, present in person or represented by proxy,
constitutes a quorum. Shares represented by proxies withholding votes from all
nominees (and abstaining from voting on ratification of accountants) will be
counted only for purposes of determining a quorum.
8
<PAGE> 11
Insofar as the information contained in this Proxy Statement rests
peculiarly within the knowledge of persons other than the Corporation, the
Corporation has relied upon information furnished by such persons.
The Annual Report, including financial statements, for the fiscal year
ended December 31, 1993, is included with this Proxy Statement.
9
<PAGE> 12
PROXY
- - -----
STARRETT HOUSING CORPORATION
909 THIRD AVENUE
NEW YORK, NY 10022
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Irving R. Fischer and Lewis A.
Weinfeld and each of them, with full power of substitution, proxies of the
undersigned, to vote all shares of Common Stock of Starrett Housing Corporation
(the "Corporation") that the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders of the Corporation to
be held on October 27, 1994 at 10:00 A.M., Eastern Daylight Time, at the
offices of Proskauer Rose Goetz & Mendelsohn, 1585 Broadway, New York, New
York, and any adjournments thereof. The undersigned hereby revokes any proxy
heretofore given with respect to such shares.
THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
This Proxy when properly executed and returned will be voted in the
manner directed below. If no direction is made, this Proxy will be voted FOR
all nominees for election as directors and FOR proposal (2) listed below.
<PAGE> 13
The Board of Directors recommends votes FOR the election of all
nominees and FOR proposal (2).
(1) Election of Directors:
FOR ALL NOMINEES LISTED (Except as marked below to the contrary)
- - ----
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED
- - ----
(Instructions: To withhold authority to vote for any individual nominees,
write such name(s) in the space provided below.)
NOMINEES: Paul Milstein
Henry Benach
Irving R. Fischer
Robert Berne
John E. Zuccotti
Elliott M. Wiener
Robert C. Rosenberg
Withhold authority for:
-------------------------
(2) Proposed ratification of the selection of Deloitte & Touche as the
Corporation's independent public accountants for the fiscal year
ending December 31, 1994.
FOR
- - ----
AGAINST
- - ----
ABSTAIN
- - ----
(3) In their discretion on any other matters properly coming before the
meeting or any adjournment thereof.
If no direction is made, this Proxy will be voted FOR all nominees
listed above and FOR proposal (2).
Dated: , 1994
----------------------
------------------------------------
Signature(s) of Shareholder(s)
Please sign above exactly as your name or
names appear hereon. If shares are
registered in more than one name, each joint
owner or fiduciary should sign. When
signing as executor, administrator, personal
representative, attorney, agent, trustee or
guardian, please give full title as such.
