0000912057-95-007999.txt : 19950926 0000912057-95-007999.hdr.sgml : 19950926 ACCESSION NUMBER: 0000912057-95-007999 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951002 FILED AS OF DATE: 19950922 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: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 001-06613 FILM NUMBER: 95575704 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 PRE 14C 1 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 / / Definitive proxy statement Commission Only (as permitted / /X Definitive additional materials by Rule 14c-5(d)(2)) MORTGAGE REALTY AND TRUST (Name of Registrant as Specified in Charter) -------------------------------------------------------------------------------- Payment of filing fee (Check the appropriate box): / / $125 per Exchange Act Rule 0-11(c)(1)(ii), or 14c-5(g). / / X 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 transactions 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 is calculated and state how it was determined): ________________________________________________________________________________ (4) Proposed maximum aggregate value of transaction: ________________________________________________________________________________ (5) Total Fee Paid: ________________________________________________________________________________ / / Fee Paid Previously with Preliminary Materials / / Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(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 2, 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 1, 1995, the Company had outstanding 11,226,000 Common Shares. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The holders of 97% 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 22, 1995. Such an amendment required 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 more than five percent of the outstanding shares of the Company's Common Shares as of October 1, 1995.
Name and Address of Amount and Nature of Beneficial Owner Beneficial Ownership Percent of Class Mutual Series Fund 5,571,000 49.63% Intermarket Corporation 2,789,000 24.84% Angelo Gordon & Co., L.P. 1,042,000 9.29%
SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth information at October 1, 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 Company from the persons named below. As of October 1, 1995, no individual trustee or officer had beneficial ownership of 1% or more of the outstanding Common Shares and all trustees and officers as a group beneficially owned .5% of the outstanding Common Shares. -2-
Amount and Nature of Percent Name Beneficial Owner (1) Beneficial Ownership 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 - Carl A. Mayer, Jr.................................................. 0 - Martin Bernstien................................................... 28,162(2) .3% John B. Levy ...................................................... 4,206(3) - Richard B. Jennings................................................ 0 - Richard S. Frary................................................... 18,775 - 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 [97%] 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 [97%] 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. -3-