AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2003
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 sec. 240.14a-11(c) or sec. 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Lexington Corporate Properties Trust
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(Name of Registrant as Specified In Its Organizational Documents)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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LEXINGTON CORPORATE PROPERTIES TRUST
355 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 692-7260
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 2003
------------------------
To the Shareholders of
Lexington Corporate Properties Trust:
The 2003 Annual Meeting of Shareholders of Lexington Corporate Properties
Trust (the "Company") will be held at the offices of Paul, Hastings, Janofsky &
Walker LLP, 75 East 55th Street, New York, New York 10022 on Wednesday, May 21,
2003, at 10:00 a.m., New York City time, for the following purposes:
(1) to elect eight trustees to serve until the 2004 Annual Meeting of
Shareholders; and
(2) to transact such other business as may properly come before the 2003
Annual Meeting.
Only holders (the "Shareholders") of record at the close of business on
April 9, 2003 are entitled to notice of and to vote at the 2003 Annual Meeting
of Shareholders or any adjournments thereof. A list of Shareholders will be
available for inspection during normal business hours at the offices of the
Company located at 355 Lexington Avenue, New York, New York 10017, during the
ten days preceding the 2003 Annual Meeting of Shareholders.
By Order of the Board of Trustees,
PAUL R. WOOD
Vice President, Chief Accounting
Officer
and Secretary
New York, New York
April 15, 2003
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE 2003 ANNUAL MEETING.
THE PROXY MAY BE REVOKED BY YOU AT ANY TIME BY WRITTEN NOTICE TO THE COMPANY
PRIOR TO ITS EXERCISE. GIVING YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING AND AFFIRMATIVELY INDICATE YOUR INTENTION TO
VOTE AT SUCH MEETING.
LEXINGTON CORPORATE PROPERTIES TRUST
355 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 692-7260
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 2003
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees of Lexington Corporate
Properties Trust (the "Company") for use at the 2003 Annual Meeting of
Shareholders, and at any adjournments thereof (the "Annual Meeting"), to be held
on Wednesday, May 21, 2003, at the offices of Paul, Hastings, Janofsky & Walker
LLP, 75 East 55th Street, New York, New York 10022 at 10:00 a.m. New York City
time. This Proxy Statement and the related proxy card are first being sent to
the holders (the "Shareholders") of common shares, par value $0.0001 per share
(the "Common Shares") of the Company on or about April 15, 2003.
Valid proxies will be voted as specified thereon at the Annual Meeting. Any
person giving a Proxy may revoke it by written notice to the Company at any time
prior to its exercise. Attendance at the Annual Meeting will not constitute a
revocation of a proxy unless the Shareholder affirmatively indicates at the
Annual Meeting that such Shareholder intends to vote such Shareholder's shares
in person.
ANNUAL REPORT
The Annual Report to Shareholders and Form 10-K of the Company for the year
ended December 31, 2002, including financial statements audited by KPMG LLP, the
Company's independent auditors, and their report thereon dated January 28, 2003,
except as it relates to note 18 to such financial statements for which the
report is as of March 15, 2003, are being mailed together with this Proxy
Statement to each Shareholder. Except as specifically incorporated herein by
reference, the Annual Report is not part of the proxy solicitation material.
VOTING SECURITIES
The Shareholders of record of Common Shares of the Company at the close of
business on April 9, 2003 (the "Record Date") are entitled to vote at the Annual
Meeting. On the Record Date, there were outstanding 30,440,885 Common Shares,
each entitled to one vote per share on all matters submitted to a vote of
Shareholders.
Unless contrary instructions are indicated on the Proxy, all Common Shares
represented by valid proxies received pursuant to this solicitation, unless
previously revoked, will be voted at the Annual Meeting FOR the election of the
eight nominees to serve as trustees until the 2004 Annual Meeting of
Shareholders.
Assuming a quorum is present at the Annual Meeting, the affirmative vote of
the holders of a plurality of the Common Shares cast at the Annual Meeting will
be sufficient to elect each candidate for election as a trustee. Therefore,
abstentions as to the election of trustees will not affect the election of the
candidates receiving a plurality of the votes cast. Abstentions as to the other
proposal will have the same effect as votes against such proposal. If a
Shareholder is a participant in the Company's Dividend Reinvestment Plan, the
proxy card enclosed herewith represents shares in the participant's account, as
well as shares held of record in the participant's name.
The Company knows of no business, other than that set forth above, to be
presented at the Annual Meeting which would be a proper subject for action by
the Shareholders. If any other matter should be presented at the Annual Meeting
upon which a vote properly may be taken, it is intended that any share
represented by a proxy in the accompanying form will be voted with respect
thereto in accordance with the judgment of the person or persons voting such
shares.
2
SHARE OWNERSHIP OF PRINCIPAL SECURITY HOLDERS,
TRUSTEES AND EXECUTIVE OFFICERS
The following table indicates, as of February 28, 2003, (a) the number of
Common Shares beneficially owned by each person known by the Company to own in
excess of five percent of the outstanding Common Shares, each trustee and each
executive officer named in the Summary Compensation Table under "COMPENSATION OF
EXECUTIVE OFFICERS" below, and by all trustees and executive officers as a
group, and (b) the percentage such shares represent of the total outstanding
Common Shares. All shares were owned directly on such date with sole voting and
investment power unless otherwise indicated.
BENEFICIAL OWNERSHIP OF
NAME OF BENEFICIAL OWNER SHARES(1) PERCENTAGE OF CLASS
------------------------ ----------------------- -------------------
E. Robert Roskind........................................ 2,073,805(2) 6.49%
c/o Lexington Corporate Properties Trust
355 Lexington Avenue
New York, NY 10017
Richard J. Rouse......................................... 403,494(3) 1.32%
T. Wilson Eglin.......................................... 314,828(4) 1.03%
Patrick Carroll.......................................... 232,933(5) *
William N. Cinnamond..................................... 102,611(6) *
Carl D. Glickman......................................... 178,820(7) *
Geoffrey Dohrmann........................................ 28,885(8) *
Jack A. Shaffer.......................................... 5,326 *
Seth M. Zachary.......................................... 45,659(9) *
All trustees and executive officers as a group (10 3,419,591 10.59%
persons)...............................................
---------------
* Represents beneficial ownership of less than 1.00%
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any shares as of a given date which such person has the right
to acquire within 60 days after such date. For purposes of computing the
percentage of outstanding shares held by each beneficial owner named above
on a given date, any security which such person or persons has the right to
acquire within 60 days after such date is deemed to be outstanding, but is
not deemed to be outstanding for the purpose of computing the percentage
ownership of any other beneficial owner.
(2) Includes (i) 1,487,183 limited partnership units held by Mr. Roskind and
entities controlled by Mr. Roskind in Lepercq Corporate Income Fund L.P. and
Lepercq Corporate Income Fund II L.P. each of which is a subsidiary of the
Company, which are exchangeable, on a one-for-one basis, for Common Shares,
(ii) options to purchase 25,000 Common Shares at an exercise price of $15.50
per share, (iii) 234,735 Common Shares held in a trust established by the
Company which Mr. Roskind is the beneficiary and (iv) 82,847 Common Shares
owned of record by Mr. Roskind's wife.
(3) Includes (i) 86,494 limited partnership units held by Mr. Rouse in Lepercq
Corporate Income Fund L.P. and Lepercq Corporate Income Fund II L.P., which
are exchangeable, on a one-for-one basis, for Common Shares, (ii) options to
purchase 25,000 Common Shares at an exercise price of $15.50 per share, and
(iii) 164,140 Common Shares held in a trust established by the Company which
Mr. Rouse is the beneficiary.
(4) Includes (i) options to purchase 25,000 Common Shares at an exercise price
of $15.50 per share, (ii) 187,344 Common Shares held in a trust established
by the Company which Mr. Eglin is the beneficiary.
(5) Includes (i) options to purchase 94,219 Common Shares at exercise prices
ranging from $9.00 -- $15.50 per share and (ii) 82,955 Common Shares held in
a trust established by the Company which Mr. Carroll is the beneficiary.
3
(6) Includes (i) options to purchase 62,991 Common Shares at exercise prices
ranging from $13.80 -- $15.50 per share and (ii) 21,511 Common Shares held
in a trust established by the Company which Mr. Cinnamond is the
beneficiary.
(7) Includes options to purchase 22,500 Common Shares at exercise prices ranging
from $9.00 -- $15.50 per share.
(8) Includes options to purchase 20,000 Common Shares at exercise prices ranging
from $11.8125 -- $15.50 per share.
(9) Includes options to purchase 5,000 Common Shares at an exercise price of
$15.50 per share.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's trustees and executive officers to file initial reports of
ownership and reports of changes in ownership of Common Shares and other equity
securities with the Securities and Exchange Commission and the New York Stock
Exchange. Trustees and executive officers are required to furnish the Company
with copies of all Section 16(a) forms they file. Based on a review of the
copies of such reports furnished to the Company and written representations from
the Company's trustees and executive officers, the Company believes that during
2002 fiscal year the Company's trustees and executive officers complied with all
Section 16(a) filing requirements applicable to them, except that Mr. Shaffer
inadvertently omitted one transaction on his Form 4 for April 2002 relating to
the purchase of 1,000 Common Shares, which was reported on an amended Form 4
filed in November 2002. Additionally, Mr. Carroll inadvertently omitted one
transaction from his Form 4 for each of March 2000, June 2000 and February 2001
relating to the purchase of an aggregate of 780 Common Shares, each of which was
reported on an amended Form 4 filed in October 2002.
4
PROPOSAL NO. 1
ELECTION OF TRUSTEES
BOARD OF TRUSTEES
The Board of Trustees of the Company currently consists of seven trustees
and the entire Board and an additional individual are nominated to be elected at
the Annual Meeting with respect to which this Proxy Statement is being
distributed. Election of trustees requires the affirmative vote of a plurality
of the votes cast by the Shareholders of the outstanding Common Shares. The
eight nominees for trustee are E. Robert Roskind, Richard J. Rouse, T. Wilson
Eglin, Geoffrey Dohrmann, Carl D. Glickman, Kevin W. Lynch, Jack A. Shaffer and
Seth M. Zachary. All of the nominees are presently serving as trustees of the
Company with the exception of Mr. Lynch. Each nominee has consented to being
named in the Proxy Statement and to serve if elected. If elected, each nominee
is expected to serve until the Company's 2004 Annual Meeting of Shareholders and
until his successor is elected. Background information relating to the nominees
for election appears below.
THE ENCLOSED PROXY, IF PROPERLY COMPLETED, SIGNED, DATED AND RETURNED, AND
UNLESS AUTHORITY TO VOTE IS WITHHELD OR A CONTRARY VOTE IS INDICATED, WILL BE
VOTED FOR THE ELECTION OF THESE EIGHT NOMINEES. In the event any such nominee
becomes unavailable for election, votes will be cast, pursuant to authority
granted by the enclosed Proxy, for such substitute nominee as may be designated
by the Board of Trustees. All trustees serve for a term of one year and until
their respective successors are elected.
The following information relates to the nominees for election as trustees
of the Company:
NAME BUSINESS EXPERIENCE
---- ------------------------------------------------------------
E. ROBERT ROSKIND.................... Mr. Roskind has served as the Chairman of the Board of
Age 58 Trustees since October 1993 and was Co-Chief Executive
Officer of the Company from October 1993 to January 2003.
Mr. Roskind founded The LCP Group, L.P. ("LCP"), a real
estate advisory firm, in 1973 and has been its Chairman
since 1976. LCP has been the general partner of various
limited partnerships with which the Company has had prior
dealings. Mr. Roskind received his B.S. in 1966 from the
University of Pennsylvania and is a 1969 Harlan Fiske Stone
Graduate of the Columbia Law School. Mr. Roskind is on the
Board of Directors of Clarion CMBS Value Fund, Inc.
RICHARD J. ROUSE..................... Mr. Rouse has served as the Chief Investment Officer of the
Age 57 Company since January 2003, as Vice Chairman of the Board of
Trustees since April 1996 and as a trustee of the Company
since October 1993. Mr. Rouse served as President of the
Company from October 1993 to April 1996, and as Co-Chief
Executive Officer from October 1993 to January 2003. Mr.
Rouse graduated from Michigan State University in 1968 and
received his M.B.A. in 1970 from the Wharton School of
Finance and Commerce of the University of Pennsylvania.
T. WILSON EGLIN...................... Mr. Eglin has served as Chief Executive Officer of the
Age 38 Company since January 2003, Chief Operating Officer of the
Company since October 1993 and as a trustee since May 1994.
Mr. Eglin served as Executive Vice President from October
1993 to April 1996, and since April 1996 has served as the
President. Mr. Eglin received his B.A. from Connecticut
College in 1986.
5
NAME BUSINESS EXPERIENCE
---- ------------------------------------------------------------
GEOFFREY DOHRMANN.................... Mr. Dohrmann has served as a trustee since August 2000. Mr.
Age 52 Dohrmann co-founded Institutional Real Estate, Inc., a real
estate-oriented publishing and consulting company in 1987
and is currently its Chairman and Chief Executive Officer.
Mr. Dohrmann also belongs to the advisory boards for the
National Real Estate Index, The Journal of Real Estate
Portfolio Management and Center for Real Estate Enterprise
Management. Mr. Dohrmann is also a fellow of the Homer Hoyt
Institute and holds the Counselors of Real Estate (CRE)
designation.
CARL D. GLICKMAN..................... Mr. Glickman has served as a trustee since May 1994. Mr.
Age 76 Glickman has been President of The Glickman Organization, a
real estate development and management firm, since 1953. Mr.
Glickman is on the Board of Directors of Alliance Tire &
Rubber Co., Ltd., Bear Stearns Companies, Inc., and
Jerusalem Economic Corporation Ltd.
KEVIN W. LYNCH....................... Mr. Lynch co-founded and has been a Principal of The
Age 50 Townsend Group since 1983. The Townsend Group is the largest
real estate consulting firm to institutional investors in
the United States. Mr. Lynch is a frequent industry speaker
and member of the Pension Real Estate Association and the
National Council of Real Estate Investment Fiduciaries. He
currently sits on the Real Estate Advisory Board for New
York University and is a Director for First Industrial
Realty Trust. Although Mr. Lynch is not currently serving as
a trustee, he previously served as a trustee from May 1996
to May 2000.
JACK A. SHAFFER...................... Mr. Shaffer has served as a trustee since April 2002. Mr.
Age 73 Shaffer is the Principal, Co-Founder and Chairman of Jack A.
Shaffer & Company LLC, a real estate investment advisory
firm. Prior to starting Jack A. Shaffer & Company LLC in
2000, Mr. Shaffer served as Principal and Managing Director
of International Relations for Sonnenblock-Goldman Company.
Mr. Shaffer is a Governor and Trustee of the Urban Land
Institute.
SETH M. ZACHARY...................... Mr. Zachary has served as a trustee since November 1993.
Age 50 Since 1987, Mr. Zachary has been a partner, and is currently
the Chairman, of the law firm Paul, Hastings, Janofsky &
Walker LLP, counsel to the Company.
MANAGEMENT
BOARD OF TRUSTEES AND COMMITTEES OF THE BOARD OF TRUSTEES
The Board of Trustees of the Company held sixteen meetings during the
fiscal year ended December 31, 2002. Each incumbent trustee attended at least
75% of the aggregate of the total number of meetings of the Board of Trustees
and all committees on which he served. The Board of Trustees has four standing
committees: the Audit Committee, the Compensation Committee, the Nominating and
Governance Committee and the Executive Committee.
Audit Committee. The principal functions of the Audit Committee include
making recommendations concerning the engagement of independent public
accountants, reviewing with the independent public accountants plans and results
of the audit engagement, approving professional services provided by the
independent public accountants, reviewing the independence of the independent
public accountants, considering the range of the audit, and reviewing the
adequacy of the Company's internal accounting controls. As of December 31, 2002,
the Audit Committee was comprised of Messrs. Dohrmann, Glickman and Shaffer, all
of
6
whom are independent. During the fiscal year ended December 31, 2002 the Audit
Committee met five times including quarterly telephonic meetings with management
and the independent accountants to discuss matters concerning 2002.
Compensation Committee. The principal functions of the Compensation
Committee are to determine the compensation for the Company's executive officers
and to administer and review the Company's incentive compensation plans. As of
December 31, 2002, the Compensation Committee was comprised of Messrs. Shaffer
and Zachary and during the fiscal year ended December 31, 2002 met three times.
Executive Committee. The principal function of the Executive Committee is
to exercise the authority of the Board of Trustees regarding routine matters
performed in the ordinary course of business. As of December 31, 2002, the
Executive Committee was comprised of Messrs. Eglin, Glickman and Roskind. During
the fiscal year ended December 31, 2002 the Executive Committee did not meet.
Nominating and Governance Committee. The principle function of the
Nominating and Governance Committee is to identify individuals qualified to
become trustees and/or executive officers, develop corporate governance
guidelines, lead the annual review of the Board and make recommendations for
service on all other committees. This Committee was formed in December 2002 and
did not meet during the fiscal year ended December 31, 2002. As of December 31,
2002 the Nominating and Governance Committee was comprised of Messrs. Dohrmann,
Glickman and Shaffer. The Nominating and Governance Committee does not currently
intend to consider trustee nominations by Shareholders.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 2002, the Company issued 34,483 common shares to Mr. Carroll in
respect of a 15 year, 8% interest only recourse note for $500,000.
In February 2003, Messrs. Rouse, Eglin and Carroll repaid their recourse
notes (including accrued interest thereon), in the amounts of $1,006,230,
$1,006,230 and $510,003, respectively, by delivering to the Company 62,305,
62,305 and 31,579 Common Shares of the Company.
Beginning in June 2002, each of the Company's trustees and executive
officers has entered into an indemnification agreement with the Company.
Pursuant to these agreements, the Company agrees to indemnify each trustee and
executive officer who is a party to such an agreement against any and all
judgments, penalties, fines, settlements and reasonable expenses (including
attorney's fees) actually incurred by the trustee or executive officer of the
Company or in a similar capacity for any other entity at the Company's request.
These agreements include certain limitations on the Company's obligations in
certain circumstances, particularly in situations in which such indemnification
is prohibited or limited by applicable law.
Each transaction described above was unanimously approved by the
independent members of the Board of Trustees.
CERTAIN BUSINESS RELATIONSHIPS
Seth M. Zachary, who is presently serving as a member of the Board of
Trustees and is a nominee to serve as a trustee until the 2004 Annual Meeting of
Shareholders, is a partner of Paul, Hastings, Janofsky & Walker LLP, which is
the general counsel to the Company. The Company, including all investees, paid
Paul, Hastings, Janofsky & Walker LLP $1,312,978.62 for services during 2002.
The Company intends to continue to retain the services of Paul, Hastings,
Janofsky & Walker LLP for general, real estate, corporate and other matters.
7
COMPENSATION OF EXECUTIVE OFFICERS
Summary of Cash and Certain Other Compensation. The following table sets
forth the summary compensation to the Chairman of the Board of Trustees and the
four other most highly paid executive officers of the Company for the calendar
years 2002, 2001 and 2000.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
-----------------------------------
ANNUAL PAYOUTS
COMPENSATION ---------
----------------- AWARDS LONG
OTHER ----------------------- TERM ALL
ANNUAL RESTRICTED SECURITIES INCENTIVE OTHER
FISCAL COMPEN- SHARE UNDERLYING PLAN COMPEN-
NAME AND YEAR SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
PRINCIPAL POSITION ENDED ($) ($)(1) ($) ($)(2) (#)(3) ($) ($)(4)
------------------ -------- ------- ------- ------- ---------- ---------- --------- -------
E. Robert Roskind(5)......... 12/31/02 320,000 23,333 -- 174,174 50,000 -- 640
Chairman of the Board of 12/31/01 315,000 83,700 -- 259,875 70,000 -- 835
Trustees 12/31/00 300,000 309,297 -- 180,000 280,000 -- 835
Richard J. Rouse(5).......... 12/31/02 270,000 21,250 -- 138,229 50,000 -- 640
Vice Chairman and 12/31/01 250,000 68,185 -- 236,250 100,000 -- 835
Chief Investment Officer 12/31/00 225,000 233,915 -- 126,000 190,000 -- 835
T. Wilson Eglin(5)........... 12/31/02 275,000 21,458 -- 141,004 50,000 -- 640
Chief Executive Officer, 12/31/01 255,000 69,362 -- 236,250 100,000 -- 835
President and Chief 12/31/00 240,000 249,200 -- 126,000 161,250 -- 835
Operating Officer
Patrick Carroll(6)........... 12/31/02 220,000 19,167 -- 113,352 50,000 -- 640
Chief Financial Officer, 12/31/01 205,000 57,462 -- 141,750 75,000 -- 835
Treasurer and Executive 12/31/00 190,000 198,700 -- 72,000 65,000 -- 835
Vice President
William N. Cinnamond(7)...... 12/31/02 220,000 19,167 -- 85,002 50,000 -- 640
Senior Vice President 12/31/01 73,000 137,933 -- -- 50,000 -- 278
---------------
(1) Bonus amounts include amounts contributed at the election of the Company
pursuant to the Company's plan established under Section 401 (k) of the
Internal Revenue Code of 1986, as amended, and year-end awards at the
discretion of the Compensation Committee of the Board of Trustees.
(2) Restricted share awards vest ratably over 5 years and were valued at the
fair market value of the common shares on the date of grant.
(3) Options to acquire common shares at exercise prices equal to the fair market
value of the Common Shares on the grant dates.
(4) Amount represents the dollar value of life insurance premiums paid by the
Company during the applicable fiscal year with respect to the life of the
named executive officer.
(5) Messrs. Roskind and Rouse served as Co-Chief Executive Officers of the
Company until January 2003. Mr. Eglin was elected Chief Executive Officer of
the Company effective January 2003.
(6) Mr. Carroll was named Executive Vice President in January 2003.
(7) Mr. Cinnamond became Senior Vice President of the Company in September 2001.
As part of his employment agreement, Mr. Cinnamond was guaranteed a cash
bonus of $135,000 relating to 2001.
8
Stock Options. The following table sets forth certain information
concerning common share options granted during the fiscal year ended December
31, 2002 to each of the executive officers named in the Summary Compensation
Table. Since inception, the Company has not granted any share appreciation or
dividend equivalent rights.
OPTION GRANTS IN FISCAL YEAR 2002
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------- VALUE AT ASSUMED
NUMBER OF PERCENTAGE(%) OF ANNUAL RATES OF SHARE
SECURITIES TOTAL OPTIONS AVERAGE PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME GRANTED FISCAL 2002 ($/SHARE) DATE 5%($) 10%($)
---- ---------- ---------------- ----------- ---------- -------- ----------
E. Robert Roskind........ 50,000 13.11% $15.50 01/02/07 214,118 473,145
Richard J. Rouse......... 50,000 13.11% 15.50 01/02/07 214,118 473,145
T. Wilson Eglin.......... 50,000 13.11% 15.50 01/02/07 214,118 473,145
Patrick Carroll.......... 50,000 13.11% 15.50 01/02/07 214,118 473,145
William N. Cinnamond..... 50,000 13.11% 15.50 01/02/07 214,118 473,145
Option Exercises/Value of Unexercised Options. The following table sets
forth certain information concerning the exercise of share options during the
fiscal year ended December 31, 2002 by each of the executive officers named in
the Summary Compensation Table, and the year-end value of unexercised options
held by such persons.
SHARE OPTION EXERCISES IN FISCAL YEAR 2002
AND FISCAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END
ON VALUE --------------------------- ---------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
---- -------- --------- ----------- ------------- ----------- -------------
E. Robert Roskind........ 395,581 1,384,723 13,169 116,250 5,435 401,344
Richard J. Rouse......... 173,062 778,610 72,688 123,750 132,425 434,344
T. Wilson Eglin.......... 237,338 935,164 47,000 123,750 27,425 434,344
Patrick Carroll.......... 67,142 381,373 87,719 98,750 177,301 308,719
William N. Cinnamond..... 5,000 7,750 57,500 37,500 99,500 15,000
COMPENSATION OF TRUSTEES
Each non-employee trustee receives an annual fee of $25,000 for service as
a trustee. Such trustees currently receive $1,000 for each meeting of the Board
of Trustees or any committee thereof attended by the trustee and reimbursement
for expenses incurred in attending such meetings or $500 for telephonic meetings
of the Board of Trustees. In addition, the chairpersons of the Audit Committee
and Compensation Committee and the Lead Trustee receive an additional $7,500 per
annum. Pursuant to the 1994 Outside Director Stock Plan, as amended, each
non-employee trustee was required to receive not less than 50% of such trustee's
fees in Common Shares based on a per share value equal to 95% of the trading
value of Common Share as of the date of purchase. During 2002, all trustees
elected to receive 100% of their trustee fees in Common Shares. Historically,
non-employee trustees were granted annually non-qualified share options to
purchase Common Shares at an exercise price equal to the fair market value of
the Common Shares on the date of the grant. In 2002, 10,000 share options and
1,500 nonvested common shares which vest ratably over two years were granted to
Messrs. Dohrmann, Glickman and Zachary. Effective January 1, 2003, the option
program for all non-employee trustees was terminated.
9
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with each of Messrs.
Roskind, Rouse, Eglin, Carroll and Cinnamond as well as Mr. Paul R. Wood, Vice
President, Chief Accounting Officer and Secretary. Each such agreement sets
forth the terms of the named officer's employment by the Company including
compensation and benefits. In addition, pursuant to each agreement, upon the
occurrence of a "change in control" of the Company (including a change in
ownership of more than fifty percent of the total combined voting power of the
Company's outstanding securities, the sale of all or substantially all of the
Company's assets, dissolution of the Company, the acquisition, except from the
Company, of 20% or more of the Common Shares or voting shares of the Company or
a change in the majority of the Board of Trustees) the named officers would be
entitled to severance benefits equal to: (a) three times (for Messrs. Roskind,
Rouse, Eglin and Carroll), two times (for Mr. Cinnamond) and one time (for Mr.
Wood) the officers' current annual base salary and recent annual bonus, as
defined.
In addition, the Company will, at its expense, provide continued health
care coverage under the Company's medical/dental plans to the named officers and
eligible dependents for three years for Messrs. Roskind, Rouse, Eglin and
Carroll, two years for Mr. Cinnamond and one year for Mr. Wood.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES
The Audit Committee of the Board is responsible for providing independent,
objective oversight of the Company's accounting functions and internal controls.
The Audit Committee is composed of three trustees each of whom is independent as
independence is defined in the New York Stock Exchange's listing rules. The
Audit Committee operates under a written charter approved by the Board of
Trustees, a copy of which is attached as Appendix A to this proxy statement.
During the fiscal year ended December 31, 2002, the Audit Committee was
comprised of Messrs. Dohrmann, Glickman and Shaffer.
Management is responsible for the Company's internal controls and financial
reporting process. The independent accountants are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with auditing standards generally accepted in the United States of
America and to issue a report thereon. The Audit Committee's responsibility is
to monitor and oversee these processes.
In connection with these responsibilities, the Audit Committee met with
management and the independent accountants to review and discuss the December
31, 2002 financial statements. The Audit Committee has discussed with the
independent accountants the matters required to be discussed by Statement of
Auditing Standards No. 61. The Audit Committee also received written disclosures
from the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with the independent accountants that firm's independence.
Based upon the Audit Committee's discussions with management and the
independent accountants, and the Audit Committee's review of the representations
of management, the Audit Committee recommended that the Board of Trustees
include the audited consolidated financial statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, to be filed with the
Securities and Exchange Commission.
10
The following table presents fees for professional audit services rendered
by KPMG LLP for the audit of the Company's annual financial statements for each
of 2002 and 2001, and fees billed for other services rendered by KPMG LLP.
2002 2001
-------- --------
Audit fees(1)............................................... $182,500 $283,100
Audit related fees.......................................... -- 7,500
-------- --------
Audit and audit related fees........................... $182,500 $290,600
Tax fees(2)................................................. $ 82,000 $ 88,200
All other fees.............................................. -- --
-------- --------
Total fees............................................. $264,500 $378,800
======== ========
---------------
(1) Audit fees include services rendered relating to the Company's 2002 and 2001
common share offerings and the Company's registration statement relating to
the merger with the Net Partnerships.
(2) Tax fees consisted of fees for tax compliance services.
The Audit Committee has determined that the non-audit services provided by
the independent accountants are compatible with maintaining the accountants'
independence.
Audit Committee of the Board of
Trustees
Geoffrey Dohrmann
Carl D. Glickman
Jack A. Shaffer
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of December 31, 2002, the Compensation Committee consisted of Messrs.
Shaffer and Zachary. Neither Messrs. Shaffer nor Zachary are or have been
executive officers of the Company. Mr. Zachary is a partner of Paul, Hastings,
Janofsky & Walker LLP, which is the general counsel to the Company.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES
For the fiscal year ended December 31, 2002, all matters concerning
executive compensation for the Co-Chief Executive Officers and other executive
officers were considered and acted upon by the Compensation Committee of the
Board of Trustees.
Compensation Philosophy. The Company's compensation program for executive
officers is based upon a desire to achieve both its short-term and long-term
business goals and strategies with a view to enhancing Shareholder value. To
achieve its goals, the Company recognizes that it must adopt a compensation
program which will attract, retain and motivate qualified and experienced
executive officers and that its compensation program should align the financial
interests of its executive officers with those of its Shareholders.
Compensation of Executive Officers (other than the Co-Chief Executive
Officers). In approving the annual salary for the executive officers of the
Company (other than the Co-Chief Executive Officers) for 2002, the Board of
Trustees considered several factors, including the scope of the individual's
responsibilities, competitive payment practices, the historical financial
results of the Company and the anticipated financial performance of the Company.
The compensation determination for each individual was largely subjective and no
specific weight was given to any particular factor. In addition to their base
salaries, these executive officers of the Company receive discretionary bonuses
tied to the overall performance of the Company and their individual
performances. In this regard, the Board of Trustees established specific
performance goals for the payment of discretionary bonuses which are based on
the per share growth in funds from operations, cash available for distributions,
and funds available for distributions coupled with total annual Shareholder
return,
11
and also considered the results of a compensation study prepared for the Company
by an independent outside compensation consulting firm (as described further
below).
Compensation of Co-Chief Executive Officers. As with the other executive
officers, the Board of Trustees determined the annual salaries for the Co-Chief
Executive Officers based upon a number of factors and criteria, including the
historical financial results of the Company, the anticipated financial
performance of the Company and the requirements of such Co-Chief Executive
Officers. The compensation determination for each of the Co-Chief Executive
Officers was largely subjective, and no specific weight was given to any
particular factor. The Co-Chief Executive Officers of the Company are also
eligible to receive discretionary bonuses tied to the overall performance of the
Company and their individual performances. The Board of Trustees has established
specific performance goals for the payment of discretionary bonuses which are
the same as the other executive officers of the Company, and also considered the
results of a compensation study prepared for the Company by an independent
outside compensation consulting firm (as described further below).
1998 Share Option Plan and 2002 Equity-Based Award Plan. The Company has
traditionally provided its executive officers with the opportunity to acquire
significant equity stakes in its growth and prosperity through the grant of
Common Share options. Common Share options have commonly been awarded to
executive officers at the time they join the Company and periodically
thereafter. The exercise price of Common Share options has been tied to the fair
market value of the Common Shares on the date of the grant, and therefore the
options only had value as the trading value of the Common Shares increased.
Grants of Common Share options to executive officers were generally made by the
Compensation Committee based upon the recommendation of senior management and
the level of each executive officer's position with the Company, an evaluation
of the executive officer's past and expected future performance and the number
of outstanding and previously granted options available to such executive
officer. The Company continued this practice during the year ended December 31,
2002. Based in part on the results of a compensation study prepared for the
Company by an independent outside compensation consulting firm, the Company has
recently determined that it is in the Company's best interest to cease granting
Common Share options to its executive officers under its existing plans (the
1998 Share Option Plan and the 2002 Equity-Based Award Plan). However, other
forms of compensation, including Common Share awards which are subject to a
vesting schedule, may be granted to the Company's executive officers under the
2002 Equity-Based Award Plan.
Compensation Study. In 2002, the Compensation Committee retained the
services of an independent outside compensation consulting firm to review the
Company's existing executive compensation program and to develop recommendations
for bonuses in respect of 2002 and salary and bonus programs for 2003.
Compensation Committee of the Board of
Trustees
Jack A. Shaffer
Seth M. Zachary
12
PERFORMANCE GRAPH
The graph and table set forth below compare the cumulative total
Shareholder return on the Company's Common Shares for the period of December 31,
1997 through December 31, 2002 with the NAREIT Equity REIT Total Return Index,
which includes all tax-qualified equity REITs listed on the New York Stock
Exchange, the American Stock Exchange and the NASDAQ National Market System, the
Morgan Stanley REIT Index, and the S&P 500 Index for the same period. The graph
and table assume an investment of $100 in the Common Shares and in each index on
December 31, 1997 (and the reinvestment of all dividends).
THE PERIOD OF DECEMBER 31, 1997 THROUGH DECEMBER 31, 2002
[PERFORMANCE GRAPH]
--------------------------------------------------------------------------------------
Company/ Index Name 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
--------------------------------------------------------------------------------------
Lexington Corporate
Properties Trust $100.00 $ 88.46 $ 71.69 $102.86 $147.84 $164.25
NAREIT Equity REIT
Total Return Index $100.00 $ 82.50 $ 78.69 $ 99.43 $113.29 $117.61
Morgan Stanley REIT
Index $100.00 $ 83.10 $ 79.32 $100.59 $113.50 $117.64
S&P 500 Index $100.00 $128.58 $155.63 $141.46 $124.65 $ 97.10
OTHER MATTERS
The Board of Trustees is not aware of any business to come before the
Annual Meeting other than the election of trustees. However, if any other
matters should properly come before the Annual Meeting, including matters
relating to the conduct of the Annual Meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof in accordance with the
judgment of the person or persons voting the proxies.
13
APPOINTMENT OF INDEPENDENT AUDITORS
Independent Public Accountants, KPMG LLP, was engaged to perform the annual
audit of the consolidated financial statements of the Company for the calendar
year ended December 31, 2002. There are no affiliations between the Company and
its partners, associates or employees, other than as pertaining to its
engagement as independent auditors for the Company. Representatives of KPMG LLP
are expected to be present at the Annual Meeting and will be given the
opportunity to make a statement if they so desire and to respond to appropriate
questions.
The Audit Committee of the Board of Trustees will submit its recommendation
with respect to the engagement of independent public accountants at the meeting
of the full Board of Trustees, which is expected to take place during the
Company's second fiscal quarter. KPMG LLP has been the Company's independent
public accountants since 1993.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Company. The
Company has retained Mellon Investor Services, LLC, an outside proxy
solicitation firm, in connection with the Annual Meeting. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy material to the beneficial
owners of Common Shares. In addition to solicitations by mail, trustees,
officers and regular employees of the Company may solicit proxies personally or
by telegraph, telephone facsimile, email or other similar means without
additional compensation.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Shareholders, any Shareholder proposal to take
action at such meeting must be received at the office of the Company located at
355 Lexington Avenue, New York, New York 10017, no later than December 15, 2003.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended.
14
APPENDIX A
AUDIT COMMITTEE CHARTER
PURPOSE
The Audit Committee (the "Committee") of the Board of Trustees (the
"Board") of Lexington Corporate Properties Trust (the "Trust") is appointed by
the Board to (1) assist the Board in monitoring (A) the integrity of the
financial statements of the Trust, (B) the qualifications and independence of
the registered public accounting firm employed by the Trust (the "Independent
Auditor"), (C) the performance of the personnel responsible for the Trust's
internal audit function, including the personnel of any third-party employed by
the Trust for the purpose of performing all or any portion of the Trust's
internal audit function (collectively, the "Internal Auditors") and the
Independent Auditor, and (D) the compliance by the Trust with legal and
regulatory requirements relating to the foregoing, and (2) prepare any report
required of the Committee by the rules of the Securities and Exchange Commission
(the "SEC") to be included in the Trust's annual proxy statement or other
periodic report.
COMMITTEE MEMBERSHIP
The Committee shall consist of no fewer than three members. The members of
the Committee shall each meet the independence and experience requirements set
forth in the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated by the SEC, the listing standards of the New York Stock
Exchange and any other applicable laws, rules or regulations.
The members of the Committee shall be appointed by the Board on the
recommendation of the Nominating and Governance Committee. Committee members may
be removed and replaced by, and in the sole discretion of, the Board. The Board
shall designate one member of the Committee to serve as the chairperson of the
Committee.
COMMITTEE OPERATING PROCEDURES
The Committee shall hold a regular meeting once per quarter, and such
additional meetings as the Committee members deem necessary or appropriate. The
Committee shall report to the Board following all regular meetings and at such
other times as the Committee members deem necessary or appropriate. The
Secretary or an Assistant Secretary of the Trust, or a designee thereof, or
another person designated by the Committee acting in coordination with the
Secretary of the Trust, shall record minutes of all Committee meetings, and such
minutes shall be maintained with the books and records of the Trust.
The Committee shall fix such additional rules or procedures for the conduct
of its business pursuant to this Charter as the Committee members deem necessary
or appropriate. Any such additional rules or procedures shall be consistent with
the Declaration of Trust and By-Laws of the Trust and this Charter, in each case
as in effect from time to time, and shall be filed with this Charter in the
books and records of the Trust.
The Committee may form and delegate authority to subcommittees when and as
the Committee deems necessary and appropriate, except as may be otherwise
provided by this Charter.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
FINANCIAL STATEMENT AND DISCLOSURE MATTERS
1. The Committee shall review and discuss with management and the
Independent Auditor the annual audited financial statements and the quarterly
financial statements, including the results of the Independent Auditor's reviews
of the quarterly financial statements and the Trust's disclosures under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in each Form 10-K and Form 10-Q filed by the Trust.
A-1
2. The Committee shall discuss with management and the Independent Auditor
significant financial reporting issues and judgments made in connection with the
preparation of the Trust's financial statements, including:
(a) any significant changes in the Trust's selection or application of
accounting principles,
(b) any major issues as to the adequacy of the Trust's internal
controls,
(c) the development, selection and disclosure of critical accounting
estimates, and
(d) analyses of the effect on the Trust's financial statements of
alternative assumptions, estimates or methods permitted under generally
accepted accounting principles ("GAAP").
3. The Committee shall discuss with management the Trust's earnings press
releases, including the use of "pro forma" or "adjusted" non-GAAP information,
as well as financial information and earnings guidance provided to analysts and
rating agencies.
4. The Committee shall discuss with management and the Independent Auditor
the effect of regulatory and accounting initiatives as well as off-balance sheet
structures on the Trust's financial statements.
5. The Committee shall discuss with management the Trust's major financial
risk exposures and the steps management has taken to monitor and control such
exposures, including the Trust's risk assessment and risk management policies.
6. The Committee shall discuss with the Independent Auditor the matters
required to be discussed by Statement on Auditing Standards No. 61 relating to
the conduct of the audit including, without limitation:
(a) the adoption of, or changes to, the Trust's significant auditing
and accounting principles and practices as suggested by the Independent
Auditor, the Internal Auditors or management.
(b) the management letter provided by the Independent Auditor and the
Trust's response to that letter.
(c) any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
requested information, and any significant disagreements with management.
OVERSIGHT OF THE TRUST'S RELATIONSHIP WITH THE INDEPENDENT AUDITOR
7. The Committee shall meet with the Independent Auditor prior to the
audit to discuss the planning and staffing of the audit.
8. The Committee shall be directly responsible for the appointment,
compensation and oversight of the work of the Independent Auditor, and the
Independent Auditor shall report directly to the Committee.
9. The Committee shall be responsible for the pre-approval of all auditing
services and, to the extent permitted under applicable law, non-audit services
to be provided to the Trust by the Independent Auditor. The Committee may
delegate the authority to grant such preapprovals to one or more of its members.
The decisions of any such member to preapprove any such activity shall be
presented to the Committee at the next scheduled meeting.
10. The Committee shall review the policies of the Independent Auditor to
ensure the regular rotation of the lead (or coordinating) audit partner and the
audit partner responsible for reviewing the audit as required by applicable law,
rules or regulations.
11. The Committee shall review the experience and qualifications of the
lead (or coordinating) audit partner, the audit partner responsible for
reviewing the audit and other appropriate senior members of the Independent
Auditor.
A-2
12. The Committee shall obtain and review a report from the Independent
Auditor at least annually regarding:
(a) all critical accounting policies and practices to be used,
(b) all alternative treatments of financial information within GAAP
that have been discussed with management, ramifications of the use of such
alternative disclosures and treatments, and the treatment preferred by the
Independent Auditor, and
(c) other material written communications between the Independent
Auditor and management, such as any management letter or schedule of
unadjusted differences.
13. The Committee shall obtain and review any reports received from
management regarding:
(a) significant deficiencies in the design or operation of internal
controls which could adversely affect the Trust's ability to record,
process, summarize and report financial data, and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Trust's internal
controls.
14. The Committee shall obtain and review a report from the Independent
Auditor at least annually regarding:
(a) the Independent Auditor's internal quality-control procedures,
(b) any material issues raised by the most recent quality-control
review, or peer review, of the Independent Auditor, or by any inquiry or
investigation by governmental or professional authorities within the
preceding five years respecting one or more independent audits carried out
by the Independent Auditor,
(c) any steps taken to deal with any such issues, and
(d) all relationships between the Independent Auditor and the Trust.
15. The Committee shall evaluate the qualifications, performance and
independence of the Independent Auditor, including a review of whether the
Independent Auditor's quality controls are adequate and whether the provision of
non-audit services is compatible with maintaining the Independent Auditor's
independence. In making this evaluation, the Committee shall take into account
the opinions of management and the Internal Auditors. The Committee shall
present its conclusions with respect to the Independent Auditor to the Board and
may recommend that the Board take additional action to satisfy itself of the
qualifications, performance and the independence of the Independent Auditor.
16. The Committee shall consider whether, in order to assure continuing
auditor independence, it is appropriate to adopt a policy of rotating the
Independent Auditor on a regular basis.
17. The Committee shall recommend to the Board policies for the Trust's
hiring of employees or former employees of the Independent Auditor who were
engaged on the Trust's account.
18. When appropriate, the Committee shall discuss with the national office
of the Independent Auditor issues on which they were consulted by the Trust's
audit team and matters of audit quality and consistency.
OVERSIGHT OF THE TRUST'S INTERNAL AUDIT FUNCTION
19. The Committee shall review the appointment and replacement of the
senior executive of the Trust responsible for overseeing the Internal Auditors.
20. The Committee shall review the significant reports to management
prepared by the Internal Auditors and management's responses.
21. The Committee shall discuss with the Independent Auditor the
responsibilities of the internal audit function, particular projects and
activities to be undertaken by the Internal Auditors and the results of such
A-3
projects and activities, budget and staffing issues and any recommended changes
in the planned scope of the internal audit.
COMPLIANCE OVERSIGHT RESPONSIBILITIES
22. The Committee shall obtain from the Independent Auditor assurance that
Section 10A of the Securities Exchange Act of 1934 has not been implicated.
23. The Committee shall obtain reports from management, the Independent
Auditor and the senior executive of the Trust responsible for overseeing the
Internal Auditors regarding the compliance or failure of compliance of the Trust
with applicable legal requirements and the Trust's Code of Business Conduct and
Ethics.
24. The Committee shall establish procedures for:
(a) the receipt, retention and treatment of complaints received by the
Trust regarding accounting, internal controls or auditing matters; and
(b) the confidential, anonymous submission by employees of the Trust
of concerns regarding questionable accounting, internal controls or
auditing matters.
25. The Committee shall discuss with management and the Independent
Auditor any correspondence with regulators or governmental agencies and any
employee complaints or published reports which raise material issues regarding
the Trust's financial statements or accounting policies.
26. The Committee shall discuss with the Trust's General Counsel or other
legal counsel designated by the Committee legal matters that may have a material
impact on the financial statements of the Trust's compliance policies.
GENERAL
27. The Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval. The
Committee shall annually review its own performance.
28. The Committee shall have the authority to engage independent counsel
and other advisors, as the Committee members deem necessary and appropriate to
carry out the Committee's duties under this Charter.
29. The Committee shall meet with management, the Internal Auditors and
the Independent Auditor in separate executive sessions at least quarterly. The
Committee may also, to the extent it deems necessary or appropriate, meet with
the Trust's investment bankers or financial analysts who follow the Trust. The
Committee shall also have authority to request that any trustee, officer or
employee of the Trust, the Trust's outside counsel or the Independent Auditor
attend any meeting of the Committee.
30. The Committee have such additional authority, duties and
responsibilities as may be granted or assigned to the Committee by the Board
from time to time.
LIMITATION OF COMMITTEE'S ROLE
While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to (i) plan or conduct audits, (ii)
determine that the Trust's financial statements and disclosures are complete and
accurate or are in accordance with GAAP or applicable rules and regulations or
(iii) monitor and control risk assessment and management. These are the
responsibilities of management and the Independent Auditor.
A-4
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
LEXINGTON CORPORATE PROPERTIES TRUST
The undersigned hereby appoints Patrick Carroll and Paul R. Wood proxies,
with power to act without the other and with power of substitution, and hereby
authorizes them to represent and vote, as designated on the other side, all the
shares of Lexington Corporate Properties Trust standing in the name of the
undersigned with all powers which the undersigned would possess if present at
the Annual Meeting of Shareholders of the Trust to be held May 21, 2003 or any
adjournment thereof.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
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ADDRESS CHANGE/COMMENTS (MARK THE CORRESPONDING BOX ON THE REVERSE SIDE)
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE Please [ ]
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. Mark Here
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR for Address
PROPOSAL 1. THE BOARD OF TRUSTEES RECOMMENDS A VOTE Change or
FOR PROPOSAL 1. Comments
SEE REVERSE SIDE
(1) to elect eight trustees to serve until the 2004 Annual Meeting of
Shareholders;
FOR all nominees WITHHELD AUTHORITY
listed to the right to vote for all
(except as marked nominees listed to
to the contrary) the right
[ ] [ ]
Election of Trustees include:
01 E. Robert Roskind, 02 Richard J. Rouse, 03 T. Wilson Eglin, 04 Geoffrey
Dohrmann, 05 Carl D. Glickman, 06 Kevin W. Lynch, 07 Jack A. Shaffer and 08 Seth
M. Zachary
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
FOR AGAINST ABSTAIN
(2) to transact such other business as may properly [ ] [ ] [ ]
come before the 2003 Annual Meeting.
Please sign exactly as your name appears on this Proxy Card. When signing as
attorney, executor, administrator, trustee, guardian or corporate or partnership
official, please give full title as such and the full name of the entity on
behalf of whom you are signing. If a partnership, please sign in partnership
name by authorized person.
Dated:___________________________________________________________________, 2003
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Signature
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Signature
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