HOLDINGS INC. 201 Alhambra Circle Coral Gables, Florida (305)

Transcription

1 AVATAR HOLDINGS INC. 201 Alhambra Circle Coral Gables, Florida (305) NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On May 29, 1986 To the Stockholders of Avatar Holdings Inc.: The Annual Meeting of Stockholders of Avatar Holdings Inc. ("Avatar") will be held at the Grand Bay Hotel, 2669 South Bayshore Drive, Miami (Coconut Grove), Florida on May 29, 1986, at 10:00 a.m. local time, for the following purposes: 1. To elect ten directors. 2. To approve the appointment of Ernst & Whinney, independent accountants, to act as auditors for Avatar for the year ending December 31, To transact such other business as properly may come before the meeting, or any adjournment or adjournments thereof. The Board of Directors has fixed the close of business on March 31, 1986 as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting. YOUR ATTENTION IS DIRECTED TO THE PROXY STATEMENT ATTACHED TO THIS NOTICE OF ANNUAL MEETING OF STOCKHOLDERS FOR INFORMATION WITH RESPECT TO THOSE PERSONS WHO WILL BE ENTITLED TO VOTE AT THE MEETING AND OTHER RELEVANT MATTERS. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE POSTAGE PREPAID ENVELOPE PROVIDED FOR YOUR CONVENIENCE. By Order of the Board of Directors, Juanita I. Rivera Vice President and Secretary Dated: April 28, 1986.

2 AVATAR HOLDINGS INC., 201 ALHAMBRA CIRCLE, CORAL GABLES, FLORIDA, (305) )_~ PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS To Be Held On May 29, 1986 This Proxy Statement and the enclosed form of proxy are furnished to t,!le stockholders of Avatar Holdings Inc. ("Avatar"), a Delaware. corporation, in connection with the solicitation of proxies by and on behalf of the Board of Directors of Avatar for use at the Annual Meeting of Stockholders to be held at the place and time and for the purposes set forth in the annexed Notice of Annual Meeting of Stockholders. Pursuant to the By-Laws of Avatar, the Board of Directors has fixed the close of business on March 31, 1986 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting, or any adjournment or adjournments thereof. When a proxy is received, properly executed, in time for the Annual Meeting, the shares represented thereby will be voted at the meeting as directed. If no such direction is specified, the proxy will be voted for the election as directors of Avatar of the ten nominees named therein and for approval of the appointment of Ernst & Whinney, independent accountants, as auditors of Avatar for the year ending December 31, Any stockholder who executes a proxy may revoke it at any time prior to its exercise by giving written notice of such revocation to the Secretary of Avatar. In addition, a stockholder who attends the meeting may vote in person, thereby cancelling any proxy previously given by such stockholder. This Proxy Statement and the form of proxy enclosed herewith were first mailed or given to stockholders of Avatar on or about April 28, The Annual Report of Avatar for the fiscal year ended December 31, 1985, including financial statements, was previously mailed to stockholders of record as of the close of business on March 31, VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS At the close of business on March 31, 1986, 8,034,369 shares of Common Stock, $1.00 par value, of Avatar ("Common Stock"), which constitutes the only class of voting securities of Avatar, were issued, outstanding and entitled to vote. For each share of Common Stock held of record as of the close of business on March 31, 1986, stockholders are entitled to one vote, except in regard to the election of directors, for which there will be cumulative voting as described under the heading "Election of Directors." In accordance with Avatar's By-Laws, the holders of a majority of the outstanding shares of Common Stock, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Included in the total number of shares outstanding on March 31, 1986 are 312,590 shares held in escrow by Manufacturers Hanover Trust Company, as exchange agent (the "Exchange Agent"), for distributions under the Trustees' Restated Amended Joint Plan of Reorganization of GAG Corporation (the predecessor to Avatar) and certain of its subsidiaries (the "Plan"). These shares 1

3 are allocable to holders of old securities who have not yet tendered such old securities to the Exchange Agent through such date, to other creditors who have not provided documentation to surrender property under the Plan and to creditors whose distributions under the Plan were returned to the Exchang~ Agent as undeliverable as addressed. Such shares will be voted by the Exchange Agent in the same proportion as all other shares of Common Stock which are voted on matters to come before stockholders at the Annual Meeting. Under its June 3, 1981 and April 29, 1983 Offers to Purchase Stub Interests, which expired on August 14, 1981 and July 15, 1983, respectively, Avatar acquired the rights of certain recipients of the initial distribution under the Plan to receive subsequent distributions as provided by the Plan. Pursuant to the Plan, the second distribution was scheduled to occur upon the earlier of the resolution of 80% of the disputed claims or September 12, 1985, five years from the date of confirmation of the Plan. By June 1984 all disputed claims were resolved against disputed creditors, and in November 1984 the second distribution was effected to creditors who received the initial distribution or their assignees (that is, holders of Stub Interests). Shares of its Common Stock received by Avatar are included in Avatar's treasury shares. Also as provided by the Plan, the rights of holders of claims allowed under the Plan who have not surrendered documentation to receive distributions expire on October 16, 1986, five years after the date of entry by the United States Bankruptcy Court for the Southern District of Florida of the Final Decree, following which date cash and securities reserved therefor will become distributable in the third and final distribution to those creditors who have received the distributions. Such shares as may be acquired by Avatar by virtue of such subsequent distribution under the Plan will be considered treasury shares and will, thus, reduce the number of shares outstanding and entitled to vote at subsequent meetings of stockholders. The following table sets forth, as of March 31, 1986, information with respect to each person or entity known by the Board of Directors to be the beneficial owner of more than 5% of the outstanding Common Stock. Except as otherwise indicated, all shares are owned directly. (2) Included in the Common Stock reported for the Hadrian Group are 2,318,003 shares beneficially owned by Hadrian Associates (a Connecticut limited partnership), of which the general partners are Peter Sharp and Odyssey Partners (a New York limited partnership). As the general partners of Hadrian Associates, Mr. Sharp and Odyssey Partners share voting and dispositive power over the Common Stock held by Hadrian Associates. Mr. Sharp is a member of the Board, Chairman of the Executive Committee and Chief Executive Officer of Avatar. Leon Levy, who is Chairman of the Board of Directors and a member of the Executive Committee of Avatar, is a general partner of Odyssey Partners. In addition to Hadrian Associates, the members of the Hadrian Group are Odyssey Partners, which owns 24,042 shares of Common Stock; Messrs. Levy and Sharp, whose holdings of Common Stock are noted in the table included in "Security Ownership 'of Management"; and Erica Jesselson, Edmond J. Lang and Joseph Levine as trustees of two separate trusts for the benefit of children and grandchildren of Ludwig Jesselson, a former limited partner of Hadrian Associates. The two trusts own 20,890 shares and 20,892 shares, respectively, which were purchased from Mr. Jesselson or received as a result of the second distribution under the Plan (see text at page 2) and over which shares the trustees share voting and dispositive power. Except as otherwise indicated, Messrs. Levy and Sharp and Odyssey Partners each have sole voting and dispositive power over their respective shares of Common Stock. By virtue of its stock ownership Hadrian Associates and its general partners may be deemed to be a "control" person of Avatar within the meaning of that term as defined in Rule 12b-2 under the Securities Exchange Act of The shares of Avatar owned by Hadrian Associates are pledged with a commercial bank in New York City as collateral for a loan tb Hadrian Associates. '" (3) Spears, Benzak, Salomon & Farrell, Inc. (a registered investment adviser) has publicly reported that such shares are held for the benefit of various of its clients; has shared-revocable dispositive power with such clients; and has no power to vote or direct the vote of such shares. Name of Beneficial Owner Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class ( 1 l Hadrian Group ( 2 l Spears, Benzak, Salomon & Farrell, Inc. ( 3 l cl o Odyssey Partners 437 Madison Avenue New York, NY Rockefeller Plaza New York, NY ,453,070 shares ( 2 l 491,751 shares ( 3 l 30.53% 6.12% (1) The percentages are based on the 8,034,369 shares of Common Stock outstanding on March 31, 1986 including the 312,590 shares held in escrow by the Exchange Agent allocable to holders of old securities who have not yet tendered such old securities to the Exchange Agent through such date, to other creditors who have not provided documentation to surrender property under the Plan and to creditors whose distributions under the Plan were returned to the Exchange Agent as undeliverable as addressed. See text at Pages 1 to 2. The number and percentage of shares held by the Hadrian Group and other holders of claims allowed under the Plan may be increased as a result of the final distribution under the Plan of shares allocable to the aforementioned holders of allowed claims. 2 3

4 SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth, as of March 31, 1986, information with respect to the outstanding shares of Common Stock beneficially owned by each present director and nominee as a director of Avatar, and by all persons presently serving as directors and officers of Avatar as a group. Except as otherwise indicated, all shares are owned directly. Name or Group Leon Levy Peter Sharp Geoffrey C. Hazard, Jr. J. Edward Houston Leon T. Kendall Martin Meyerson William M. Porter Fred Stanton Smith Henry King Stanford Lawrence Wilkov All directors and officers as a group (consisting of 16 persons of which 7 hold shares of Common Stock) Amount and Nature of Beneficial Ownership Ol 35,303 33,940 ( 2 ) 3,000 None 20Q(3), 1,00Q(4l 1,000 None None None 7 4;943 ( 2 H3 l< 4l Percent of Class.44%.42%.03%.002 (o. 01%.01% (1) The information as to securities owned by directors, officers and nominees was furnished to Avatar by such directors, officers and nominees. (2) Does not include 2,318,003 shares owned by Hadrian Associates, as to which Mr. Sharp shares voting and dispositive power. See note (2) to the table included in "Voting Rights and Principal Stockholders." (3) Does not include an aggregate of 400 shares owned by Mr. Kendall's wife for her own account and as custodian for their son, as to which shares Mr. Kendall disclaims beneficial ownership. (4) Does not include 1,000 shares owned by Mr. Meyerson's wife, as to which shares Mr. Meyerson disclaims beneficial ownership..93% cumulate votes is being solicited. Unless authority to vote for the nominees for director is withheld, it is the intention of the persons named in the accompanying proxy to vote the proxies in such manner as will elect as directors the nominees named below. All of the nominees were elected at the May 22, 1985 Annual Meeting of Avatar's Stockholders. The Board of Directors met six times during 1985, including the annual meeting held immediately following the 1985 Annual Meeting of Stockholders. The Board of Directors does not contemplate that any of the persons named below will be unable, or will decline, to serve. However, if any of such persons is unable or declines to serve, the persons named in the accompanying proxy may vote for another person or persons in their discretion. The following table sets forth certain information with respect to each nominee for director. Except as otherwise indicated, each nominee has held his present occupation or occupations for more than the past five years and has not been principally employed by any subsidiary or affiliate of Avatar. There are no family relationships between any nominee, director or executive officer of Avatar. Principal Occupation or Name Age Occupations and Directorships Leon Levy Peter Sharp Chairman of the Board of Avatar since January 22, 1981; General Partner, Odyssey Partners, a private partnership engaged in investment, trading and related activities; Chairman of the Board of each of the Oppenheimer group of mutual funds; Director, Chicago Milwaukee Corporation; Director, Omnicare, Inc.; Director, Chemed Corporation; Director, Monarch Capital Corporation; Director, Big Bear Stores, Inc. < 1 l Chairman of Executive Committee of Avatar since March 25, 1981 and Chief Executive Officer since September 24, 1980; also, formerly President and Chief Operating Officer of Avatar from September 24, 1980 to April 20, 1981 and from October 1, 1983 to February 13, 1984; President, Peter Sharp & Co., Inc., a firm engaged in real estate and related activities; Director, Chicago Milwaukee Corporation. < 1 l ELECTION OF DIRECTORS Ten directors are to be elected for the ensuing year and until their respective successors are duly elected and qualified. Stockholders have cumulative voting rights with respect to election of directors. Under cumulative voting, each stockholder is entitled to the same number of votes per share as the number of directors to be.elected (or, for purposes of this election, ten votes per share). A stockholder may cast all. such votes for a single nominee or distribute them among the nominees, as he wishes, either by so marking his ballot at the meeting or specific voting instructions sent to Avatar with a signed proxy. In connection with the solicitation of proxies, discretionary authority to Geoffrey C. Hazard, Jr. 56 Professor, Yale Law School, and since July 1, 1984, Director, American Law Institute; formerly Professor (also Deputy Dean from July 1981 to November 1982 and acting Dean from July 1980 to June 1981), Yale University School of Organization and Management; Director, Block Management Company. 4 5

5 J. Edward Houston Leon T. Kendall May Chairman of the Board, South Florida Savings Bank since October 31, 1985; formerly President and Chief Executive Officer, South Florida Savings Bank, from January 1984 to October 1985; formerly President and Chief Executive Officer, Barnett Bank of South Florida, N.A., from July 1, 1981 to September 30, 1983; formerly Chairman of the Board and President, Barnett Bank of Broward County from January 1978 to June 1981, andpresident, Barnett Bank of Miami from November 1980 to June Chairman of the Board, Mortgage Guaranty Insurance Corporation, and Vice Chairman of the Board MGIC Investment Corporation; Director, Federal Reserve Bank of Chicago; Director, Universal Foods Corporation. Lawrence Wilkov March 1984 '\ 53 President and Chief Operating Officer of Avatar since February 13, 1984; formerly Executive Vice President of Costain, Florida Inc., a real estate dev31opment and construction firm, from April 1981 to February 1984; founder and President of E. A. Law and Co. Inc., a real estate marketing and management company, from June 1975 to February 1984; and Chief Executive Officer of lndevco Management Corp., a real estate marketing, management and investment firm, from September 1973 to February (1) See "Certain Transactions" at page 10 for additional information with respect to Messrs. Levy and Sharp. Martin Meyerson May 1981 William M. Porter Chairman, University of Pennsylvania Foundation and President Emeritus, University of Pennsylvania since February 1981, and President thereof fro~ 1970 to 1981; Director, Scott Paper Company; Direc-. tor, Fidelcor, Inc., and its subsidiary, The Fidelity Bank; Director, CertainTeed Corporation; Trustee, Penn Mutual Life Insurance Company; Director, Universal Health Services, Inc. Retired; formerly Vice Chairman of the Board Context Industries, Inc., a real estate, development and building supplies company, from March to June 1981; formerly President and Chief Executive Officer of Context Industries, Inc. from July 1976 to February 1981; formerly Executive Vice President of Context Industries, Inc. from February to July INFORMATION REGARDING THE BOARD OF DIRECTORS Certain Committees of the Board To assist the Board of Directors in carrying out its duties, it has established an Executive Committee and an Audit Committee, the current members of which are as follows: Executive Committee Peter Sharp ( 1 l ( 2 l J. Edward Houston Leon Levy ( 2 l Fred Stanton Smith Lawrence Wilkov ( 2 l (1) Chairman (2) Officer of Avatar Audit Committee J. Edward Houston ( 1 l Geoffrey C. Hazard, Jr. Leon T. Kendall William M. Porter Fred Stanton Smith September President, The Keyes Company, a real estate brokerage, financing, management, insurance and development firm; Director, Central Mortgage & Realty Trust. The Board of Directors has not established a Nominating Committee. Executive Committee Henry King Stanford 70 President Emeritus, The University of Miami; formerly President, The University of Miami, from July 1~62 to June 1981; Director, DWG Corporation; D1rector, Southeastern Public Service Co.; Director, Wilson Brothers, Inc.; Director, Fischbach Corporation; Director, NVF Company. The Executive Committee of the Board of Directors has authority to exercise most powers of the full Board of Directors in connection with matters which arise during the intervals between meetings of the Board of Directors. In addition to such other functions as are assigned to it from time to time by the Board of Directors, the Executive Committee also reviews and approves or recommends to the Board the compensation and terms of employment of all officers and employees of Avatar and its subsidiaries whose base salaries exceed $55,000 per annum. The Executive Committee met six times during the fiscal year ended December 31,

6 Audit Committee The Audit Committee of the Board of Directors recommends to the Board of Directors the appointment of the independent auditors, subject to approval by the stockholders of Avatar; reviews the independent auditors' report and management letter and reports to the Board of Directors with respect thereto; reviews with the internal auditors Avatar's accounting policies and procedures as well as its internal controls and internal auditing procedures; determines whether there are any conflicts of interest in financial or business matters between Avatar and any of its officers or employees; and reviews the recommendations of the independent auditors. The Audit Committee also performs such other tasks as are assigned to it from time to time by the Board of Directors. The Audit Committee met six times during the fiscal year ended December 31, Directors' Compensation Pursuant to resolutions of the Board of Directors, compensation for directors who are not salaried employees of Avatar is $14~000per annum. Members and th~ Chairman of the Audit Committee receive additional compensation of $12,000 and $14,000 per annum, respectively. Members of other committees of the Board receive a fee of $500 for attendance at each committee meeting. Under a consulting arrangement entered into as of October 1, 1981, William M. Porter is paid $2,000 per month for independent consulting services performed on behalf of Avatar, which include assistance to management in formulating company policy for travel and entertainment expenses,. reviewing employee travel and entertainment expense reports for compliance with company policy, and such other services as may be requested by management. Mr. Porter also assisted management in overseeing activities for.avatar's re;.entry into the retail installment land sales business. EXECUTIVE COMPENSATION AND OTHER INFORMATION Cash Compensation The. following table sets forth the aggregate remuneration paid by Avatar during 1985 to each of the five most highly compensated executive officers of Avatar whose aggregate remuneration exceeded $60,000 and to executive officers as a group, for those portions of the fiscal year during which such persons were executive officers: Name of Individual or Number of Persons in Group Peter Sharp Lawrence Wilkov Peter Kleinerman Dennis J. Getman John K. Sladkus All executive officers as a group (1 0 persons) Capacities in which served ( 1 l Chairman of the Executive Committee &. Chief Executive Officer President & Chief Operating Officer Executive Vice President, Treasurer & Chief Financial Officer Executive Vice President & General Counsel Executive Vice President Cash Compensation $ 256, , ,096( 2 ) 145,769 ( 3 ) 138,205 1,195;870 (1) All officers listed above also served as directors and/ or officers of subsidiaries of Avatar. (2) Mr. Kleinerman is employed as an Executive Vice President and as Treasurer and Chief Financial Officer of Avatar under an Employment Agreement dated as of November 12, 1984, for a term of two years commencing on December 3, 1984, at a salary of $150,000 per annum, subject to review and determination of whether to increase such annual rate effective on November 12, 1985, at which time his salary was increased to $165,000 per annum. In the event of termination by Avatar without cause, the Agreement also provides for payment of severance equal to salary and benefits for the lesser of one year or the balance of the term covered by the Agreement (but not less than six months) at a rate equal to the amount, if any, by which such annual salary and benefits exceeds the amount of s,~lary, bonuses and/or other compensation and benefits received in connection with other employment procured by Mr. Kleinerman. (3) Mr. Getman is a party to an Employment Agreement with Avatar effective as of April1, 1985, pursuant to which he is employed in his current capacity for a term of two years, expiring March 31, 1987, at a salary of $150,000 per annum for the period April 1, 1985 through March 31, 1986 and at least $165,000 per annum for the period April1, 1986 through March 31, In the event of termination by Avatar without cause, the Agreement also provides for payment of severance equal to salary and benefits for the lesser of one year or the balance of the term covered by the Agreement (but not less than six months) at a rate equal to the amount, if any, by which such annualsalary and benefits exceeds the amount of salary, bonuses and/ or other compensation and benefits received in connection with other employment procured by Mr. Getman. Projected 1986 salaries of the individuals named in the foregoing table are as follows: Peter Sharp-$250,000, Lawrence Wilkov-$225,000, Peter Kleinerman-$165,000, Dennis J. Getman $161,250, and John K. Sladkus-$135,000. The proposed 1986 salaries of all current executive officers as a group aggregate $1,166,667. Insurance and Personal Benefits Avatar's group life, health, hospitalization and medical reimbursement plans do not discriminate in scope, terms or operation in favor of officers or directors and are available to all full-time employees; hence, such insurance benefits are not required to be set forth in the cash compensation table. Avatar provides, either by direct payment or reimbursement, to certain management employees, the use of automobiles and limited legal and financial services, where it believes that doing so facilitates the performance by that employee of his responsibilities. Avatar deems such expenses to be reasonable and necessary to the conduct of its business. The non-business benefits of these arrangements cannot be specifically or precisely ascertained but do not, in any event, exceed 10% of the compensation reported in the cash compensation table as to each individual or 1 0 /o of the aggregate compensation of all executive officers as a group. Pension Plan Effective as of June 30, 1985, the tax-qualified, defined-benefit pension plan, maintained and paid for exclusively by Avatar, was terminated. All employees who were employed prior to attainment of age 60 were eligible to participate in the pension plan after one year of service and were 50% vested after five years of service, with vesting percentages increasing 10% thereafter until the tenth year. 8 9

7 Subsequent to approval of plan termination by the Pension Benefits Guaranty Corporation Avatar distributed individual accrued benefits of $1,850 or less to participants entitled thereto. Annuities were purchased for accrued benefits in excess of $1,850. Effective January 1, 1986 Avatar established for the benefit of its employees an employee retirement plan qualified under Section 401 (k) of the Internal Revenue Service Code ("the 401 (k) Plan"). All full-time employees not covered by a collective bargaining agreement who have completed twelve months of service and have attained age 21 are eligible to participate in the 401 (k) Plan. Under the 401 (k) Plan participants may contribute amounts equal to 1% up to 10.5% of their annual compensation, and Avatar contributes amounts equal to 66.66% of employee contributions applied to a maximum of 6% of the salary contributed by each participant in the 401 (k) Plan. CERTAIN TRANSACTIONS ADDITIONAL INFORMATION All of the expenses involved in preparing, assembling and mailing this Proxy Statement and the accompanying material will be paid by Avatar. In addition to the solicitation of proxies by mail, Avatar will request brokers and securities dealers to obtain proxies from and send proxy material to their principals. Expenses incurred in this connection will be reimbursed by Avatar. Proxies may be solicited personally by telephone or telegraph by the directors and officers of Avatar without additional compensati~n. The Board of Directors knows of no business to come before the meeting other than as stated in the Notice of Annual Meeting of Stockholders. Should any business other than that set forth in such Notice properly come before the meeting, or any adjournment or adjournments thereof, it is the intention of the persons named in the accompanying proxy to vote such proxy in accordance with their judgment on such matters. By Order of the Board of Directors, A partnership consisting of entities controlled by Peter Sharp and by Odyssey Partners (of which Leon Levy is a general partner) owns an executive jet aircraft. The aircraft has been utilized by Messrs. Sharp and Levy and other Avatar personnel for air travel in connection with Avatar business. Avatar is billed for its use of the aircraft at the rate of $1,100 per hour, plus certain expenses, which is the same fee charged to the other users of the aircraft. Fees for use of such aircraft incurred during 1985 aggregated $42,900. Dated: April 28, Juanita I. Rivera Vice President and Secretary APPOINTMENT OF AUDITORS Ernst & Whinney, independent accountants, audited the financial statements of Avatar for the fiscal year ended December 31, Such audit services consisted of the firm's examination of and report on the annual financial statements and assistance and consultation in connection with filings with the Securities and Exchange Commission. Representatives of Ernst & Whinney are expected to attend the Annual Meeting and will be available to respond to appropriate questions. Based upon the recommendation of the Audit Committee, and subject to approval by the stockholders, the Board of Directors has appointed Ernst & Whinney, independent accountants, as auditors of Avatar for the fiscal year ending December 31, Approval by the stockholders will require the affirmative vote of a majority of the votes cast at the meeting in person or by proxy. The Board of Directors recommends that the accompanying proxy be voted FOR such approval, and it is intended that the proxies not otherwise limited will be voted in such manner STOCKHOLDERS' PROPOSALS Proposals of stockholders intended to be presented at the Annual Meeting in 1987 must be received by the office of the Secretary, Avatar Holdings Inc., P. 0. Box , Miami, Florida 33152, no later than January 15,

8 Notice of 1986 Annual Meeting and Proxy Statement AVATAR HOLDINGS INC.