-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wzv+jY0erkQeRE4ufnKfmctonqFivTx71BLA8itDvl+nkTtQW5ReY8dQhBqMilL0 yqoklSzJg/pnCiPLA138BQ== 0000912057-95-008403.txt : 19951010 0000912057-95-008403.hdr.sgml : 19951010 ACCESSION NUMBER: 0000912057-95-008403 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951026 FILED AS OF DATE: 19951006 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORTGAGE & REALTY TRUST CENTRAL INDEX KEY: 0000079259 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 231862664 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 001-06613 FILM NUMBER: 95579265 BUSINESS ADDRESS: STREET 1: 8380 OLD YORK RD STE 300 CITY: ELKINS PARK STATE: PA ZIP: 19117 BUSINESS PHONE: 2158811525 FORMER COMPANY: FORMER CONFORMED NAME: PNB MORTGAGE & REALTY INVESTORS DATE OF NAME CHANGE: 19850102 DEF 14C 1 DEF 14C SCHEDULE 14C (RULE 14C-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: / / Preliminary proxy statement / / Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) /X/ Definitive proxy statement / / Definitive additional materials MORTGAGE REALTY AND TRUST - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Payment of filing fee (Check the appropriate box): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g). / / Fee computed on table below per Exchange Act Rules 14c-5(g) 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: ---------------------------------------------------------------------- /X/ 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.: ---------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------------- INFORMATION STATEMENT DATE, TIME AND PLACE INFORMATION This Information Statement is being mailed on or about October 6, 1995 to the holders of Mortgage and Realty Trust $1.00 par value common shares (the "Common Shares"). The principal executive offices of Mortgage and Realty Trust (the "Company") are located at 8380 Old York Road, Suite 300, Elkins Park, Pennsylvania 19027-1590 and the telephone number is (215) 881-1523. As of October 5, 1995, the Company had outstanding 11,226,000 Common Shares. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The holders of 85.29% of the Common Shares have consented in writing to change the name of the Company to Value Property Trust and an amendment to the Company's Amended and Restated Declaration of Trust to such effect shall be filed with the Secretary of State of the State of Maryland on or about October 26, 1995. Such an amendment requires the written consent of the holders of not less than 66 2/3% of the outstanding Common Shares. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The table below sets forth information concerning the only persons, entities or groups which the Company believes are the beneficial owners of five percent or more of the outstanding shares of the Company's Common Shares as of October 5, 1995.
NAME AND ADDRESS OF AMOUNT AND NATURE OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS - ---------------------------------------------------------------------- -------------------- ---------------- Mutual Series Fund 5,600,083 49.88% 51 JFK Parkway Short Hills, New Jersey 07078 Intermarket Corporation 2,788,827 24.84% 667 Madison Avenue 20th Floor New York, New York 10021 Angelo Gordon & Co., L.P. 1,042,631 9.29% 245 Park Avenue New York, New York 10167 Strome Susskind & Company 558,938 4.98% 100 Wilshire Boulevard 15th Floor Santa Monica, California 90401
SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth information at October 5, 1995 with respect to the beneficial ownership of shares of the Common Shares by each named executive officer and trustee of the Company and by all named executive officers and trustees as a group. The information set forth below is based upon filings with the Securities and Exchange Commission, the Company's share records, and information obtained by the 1 Company from the persons named below. As of October 5, 1995, no individual trustee or named executive officer had beneficial ownership of 1% or more of the outstanding Common Shares and all trustees and named executive officers as a group beneficially owned .5% of the outstanding Common Shares.
AMOUNT AND NATURE OF NAME BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP PERCENT OF CLASS - ---------------------------------------------------------------------- -------------------- ---------------- C.W. Strong, Jr. ..................................................... 149 -- James A. Dalton....................................................... 0 -- Daniel F. Hennessey................................................... 17 -- Donald W. Burnes, Jr. ................................................ 0 -- Douglas R. Eckard..................................................... 0 -- George R. Zoffinger................................................... 8,443 .1% Carl A. Mayer, Jr. ................................................... 0 -- Martin Bernstien...................................................... 28,162(2) .2% John B. Levy.......................................................... 4,206(3) -- Richard B. Jennings................................................... 0 -- Richard S. Frary...................................................... 18,775 .2% Jeffrey Altman........................................................ 0 -- All Named Executive Officers and Trustees as a group (12 persons)..... 59,752 .5%
- ------------------------ (1) The address of all Named Executive Officers is in care of the Company. (2) Includes 18,775 shares owned by Evelyn Bernstein, Mr. Bernstein's wife. (3) All 4,206 shares owned by Judith Brown Levy, Mr. Levy's wife. CORPORATE NAME CHANGE On October 2, 1995, shareholders of 85.29% of the Company's outstanding Common Shares approved an amendment to the Company's Amended and Restated Declaration of Trust changing the Company's name to "Value Property Trust." This new name is intended to reflect the Company's fresh start as a company emerging from a proceeding under Chapter 11 of the Bankruptcy Code. VOTING PROCEDURES The affirmative consent of two-thirds of the outstanding Common Shares is sufficient under Maryland law to adopt the name change amendment to the Company's Amended and Restated Declaration of Trust. The Company has received written consents from 85.29% of the holders of Common Shares. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY PROPOSALS BY SECURITY HOLDERS The management of the Company knows of no matters to be presented other than voting on the Company's name change. 2 -----END PRIVACY-ENHANCED MESSAGE-----