Strategic Transactions

12 Months Ended

Dec. 31, 2011

Strategic Transactions [Abstract]

Strategic Transactions [Text Block]

2. Strategic Transactions

On November 8, 2011, the Company and PDL Partnership, a New York general partnership (“PDL Partnership”), the general partners of which are Jeffrey F. Joseph (a director and former officer of the Company), Steven Baruch (a former director and former officer of the Company) and Thomas Viertel (a former director and former officer of the Company), entered into a series of strategic transactions (collectively, the “Strategic Transactions”) with the investors identified below and Signature Community Investment Group LLC (together with its affiliates, “Signature”). These transactions are as follows:

· The termination of the Company’s Plan of Liquidation adopted by the stockholders on January 20, 2011;

· The acquisition by BBJ Family Irrevocable Trust of 177,013 shares of the Company’s Class A common stock, representing 40% of the outstanding Class A common stock, from PDL Partnership at a purchase price of $1.00 per share;

· The Company sold 250,000 newly issued shares of the Company’s Class B common stock at a purchase price of $1.00 per share;

· Amendments to the relevant employment agreements relating to payments upon termination of employment for Steven Baruch, Jeffrey F. Joseph and Thomas Viertel: Steven Baruch, Thomas Viertel;

· Steven Baruch, Thomas Viertel and Mortimer M. Caplin resigned as directors;

· Nickolas W. Jekogian, III, Alexander Ludwig and Jeffrey Rogers were appointed as directors;

· Effective as of immediately following the filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, the resignations of the officers of the Company and the appointment of Mr. Jekogian as the Chairman and Chief Executive Officer and Mr. Ludwig as the President, Chief Operating Officer and Principal Financial Officer of the Company;

· The Company declared and paid a special dividend of $0.35 per share on the Class A and Class B common stock that was treated as a return of capital (see Note 13);

· The Company entered into a property management agreement with Signature to be the exclusive managing and leasing agent for the Company’s Mapletree Industrial Center property and an asset management agreement with Signature to provide oversight of the Company’s Mapletree Industrial Center property and the Hato Rey Center property;

· The Company entered into executive employment agreements with Nickolas W. Jekogian, III and Alexander Ludwig, (see Note 11).