|
|
·
|
To
elect eight directors to the Board of Directors to serve until the 2009
Annual Meeting of Stockholders; and
|
|
|
·
|
To
transact such other business as may properly come before the meeting, or
any adjournment or postponement
thereof.
|
|
|
·
|
filing
with our Corporate Secretary at our address at 500 Citadel Drive, Suite
300, Commerce, California 90040, prior to the commencement of the Annual
Meeting, a duly executed instrument dated subsequent to such proxy
revoking the same;
|
|
|
·
|
submitting
a duly executed proxy bearing a later date;
or
|
|
|
·
|
attending
the Annual Meeting and voting in
person.
|
|
|
·
|
each
of our incumbent directors and each director
nominee;
|
|
|
·
|
each
of our named executive officers set forth in the Summary Compensation
table of this Proxy Statement;
|
|
|
·
|
each
person known to us to be the beneficial owner of more than 5% of our
voting stock; and
|
|
|
·
|
all
of our directors and executive officers as a
group.
|
|
Amount
and Nature of Beneficial Ownership (1)
|
||||||||||||||||
|
Class A Nonvoting
|
Class B Voting
|
|||||||||||||||
|
Name
and Address of
|
Number
of
|
Percentage
|
Number
of
|
Percentage
|
||||||||||||
|
Beneficial
Owner
|
Shares
|
of
Stock
|
Shares
|
of
Stock
|
||||||||||||
|
James
J. Cotter (2)
|
3,895,148 | 18.6 | % | 1,023,888 | 68.5 | % | ||||||||||
|
Eric
Barr
|
30,000 | (3) | * | -- | -- | |||||||||||
|
James
J. Cotter, Jr.
|
554,569 | (3) | 2.6 | % | -- | -- | ||||||||||
|
Margaret
Cotter
|
559,207 | (3) | 2.7 | % | 35,100 | (4) | 2.3 | % | ||||||||
|
William
D. Gould
|
67,340 | (3) | * | -- | -- | |||||||||||
|
Edward
L. Kane
|
30,500 | (3) | * | 100 | * | |||||||||||
|
Gerard
P. Laheney
|
30,000 | (3) | * | -- | -- | |||||||||||
|
Alfred
Villaseñor
|
30,000 | (3) | * | -- | -- | |||||||||||
|
Andrzej
Matyczynski
|
100,100 | (4) | * | -- | -- | |||||||||||
|
John
Hunter
|
5,794 | (5) | * | -- | -- | |||||||||||
|
Robert
F. Smerling
|
-- | * | -- | -- | ||||||||||||
|
Wayne
Smith
|
-- | * | -- | -- | ||||||||||||
|
S.
Craig Tompkins
|
87,430 | (4) | * | -- | -- | |||||||||||
|
Pacific
Assets Management LLC/
JMG
Triton Offshore Fund Ltd (6)
1999
Avenue of the Stars, #2530
Los
Angeles, CA 90067
|
N/A | N/A | 133,043 | 8.9 | % | |||||||||||
|
Lawndale
Capital Management/
Diamond
A Partners LP/
Andrew
E. Shapiro (7)
591
Redwood Highway #2435
Mill
Valley, CA 94941
|
N/A | N/A | 79,422 | 5.3 | % | |||||||||||
|
The
Vanguard Group, Inc. (8)
100
Vanguard Blvd.
Malvern,
PA 19355
|
N/A | N/A | 94,316 | 6.3 | % | |||||||||||
|
Pico
Holdings Inc. – California (9)
875
Prospect St., Suite 301
La
Jolla, CA 92037
|
N/A | N/A | 97,500 | 6.5 | % | |||||||||||
|
All
Directors and Executive Officers as a Group (14
persons)(10)
|
5,994,997 | 28.0 | % | 1,071,588 | 69.4 | % | ||||||||||
|
(1)
|
Percentage
ownership is determined based on 20,992,909 shares of Class A Nonvoting
Common Stock and 1,495,490 shares of Class B Voting Common Stock
outstanding on the Record Date. Beneficial ownership is
determined in accordance with the Securities and Exchange Commission
(“SEC”) rules. Shares of common stock subject to any stock
options that are presently exercisable, or exercisable within 60 days of
the Record Date (which are indicated by footnote) are deemed outstanding
for the purpose of computing the percentage ownership of the person
holding the stock options, but are not treated as outstanding for the
purpose of computing the percentage ownership of any other
person. Disclosure as to Class A Nonvoting Common Stock
ownership is made only with respect to Directors and Executive
Officers.
|
|
(2)
|
Mr.
Cotter’s address is c/o the Company, 500 Citadel Drive, Suite 300,
Commerce, California 90040. The shares shown are held directly
or indirectly through various entities. The shares shown
include 1,565,782 shares of Class A Nonvoting Common Stock owned by Hecco
Ventures, a general partnership (“HV”). Mr. Cotter is the
general partner of James J. Cotter Ltd., the general partner of HV, and as
such is deemed the beneficial owner of these shares. The shares
shown also include 62,360 restricted shares of Class A Nonvoting Common
Stock which are subject to forfeiture by Mr. Cotter unless he remains
employed as our Chief Executive Officer during various periods ending
December 31, 2009.
|
|
(3)
|
Includes
30,000 shares subject to stock
options.
|
|
(4)
|
All
shares are subject to stock
options.
|
|
(5)
|
All
are restricted shares that vest in equal amounts on February 12, 2008 and
February 12, 2009.
|
|
(6)
|
Based
on Schedule 13-G/A filed on November 10, 2004 and on subsequent
correspondence with Pacific Assets Management, LLC and JMG Triton Offshore
Fund, Ltd. Pacific Assets Management, LLC serves as the
investment manager to the direct beneficial owner, JMG Triton Offshore
Fund, Ltd., and has the power to determine whether or when the shares will
be sold.
|
|
(7)
|
Based
on Schedule 13-G/A filed on February 12, 2008, which includes shares owned
by Diamond A Partners, L.P (“DAP”) and by Diamond A Investors L.P (“DAI”)
over which Lawndale Capital Management (“LCM”) and Mr. Andrew E. Shapiro
have shared voting and dispositive power. According to filings
with the SEC, Lawndale Capital Management, Inc. is the investment advisor
to DAP and DAI, which are investment limited partnerships and Mr. Shapiro
is the sole manager of LCM.
|
|
(8)
|
Based
on Schedule 13-G filed on February 12,
2008.
|
|
(9)
|
Based
on Schedule 13-G filed on February 13,
2008.
|
|
(10)
|
Includes
405,530 shares subject to stock
options.
|
|
Name
|
Age
|
Position
|
|
James
J. Cotter
|
70
|
Chairman
of the Board and Chief Executive Officer (1)
|
|
James
J. Cotter, Jr.
|
38
|
Vice
Chairman of the Board
|
|
Eric
Barr
|
61
|
Director
(2)
|
|
Margaret
Cotter
|
40
|
Director
|
|
William
D. Gould
|
69
|
Director
(3)
|
|
Edward
L. Kane
|
70
|
Director
(2)
|
|
Gerard
P. Laheney
|
70
|
Director
(1)(2)(3)
|
|
Alfred
Villaseñor
|
78
|
Director
(1)(3)
|
|
Filer
|
Form
|
Date
of Earliest Transaction
|
Date
Filed
|
|
John
Hunter
|
3
|
2/12/2007
|
3/2/2007
|
|
John
Hunter
|
4
|
2/12/2007
|
3/6/2007
|
|
Robert
F. Smerling
|
4
|
5/9/2007
|
7/30/2007
|
|
Ellen
M. Cotter
|
4
|
5/9/2007
|
7/30/2007
|
|
Brett
Marsh
|
4
|
5/9/2007
|
7/30/2007
|
|
S.
Craig Tompkins
|
4
|
5/9/2007
|
7/30/2007
|
|
James
J. Cotter
|
4
|
5/9/2007
|
7/30/2007
|
|
DIRECTOR COMPENSATION FOR FISCAL YEAR ENDING
2007(1)
|
||||||||||||
|
Name
|
Fees
Earned or
Paid
in Cash
($)
|
Option
Awards
($) (1)
|
Total
($)
|
|||||||||
|
James
J. Cotter (2)
|
$ | -- | $ | -- | $ | -- | ||||||
|
Eric
Barr
|
$ | 37,000 | $ | 46,000 | $ | 83,000 | ||||||
|
James
J. Cotter, Jr.
|
$ | 35,000 | $ | 46,000 | $ | 81,000 | ||||||
|
Margaret
Cotter
|
$ | -- | $ | 46,000 | $ | 46,000 | ||||||
|
William
D. Gould
|
$ | 35,000 | $ | 46,000 | $ | 81,000 | ||||||
|
Edward
L. Kane
|
$ | 60,000 | $ | 46,000 | $ | 106,000 | ||||||
|
Gerard
P. Laheney
|
$ | 35,000 | $ | 46,000 | $ | 81,000 | ||||||
|
Alfred
Villaseñor
|
$ | 35,000 | $ | 46,000 | $ | 81,000 | ||||||
|
|
(1)
|
This
is compensation expense. Each director listed has options to
purchase 30,000 shares of our common
stock.
|
|
|
(2)
|
Mr.
Cotter receives compensation only as an executive officer of the Company
and not in his capacity as a
director.
|
|
The
following is the report of the Audit Committee of our Board of Directors
with respect to our audited financial statements for the fiscal year ended
December 31, 2007.
|
|
The
information contained in this report shall not be deemed to be “soliciting
material” or “filed” with the SEC or subject to the liabilities of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), except to the extent that we specifically incorporate it by
reference into a document filed under the Securities Act of 1933, as
amended, or the Exchange Act.
|
|
Composition
of Audit Committee
|
|
The Audit Committee of our Board
of Directors is composed of the directors named below. Each
member of the Audit Committee meets the independence requirements under
applicable SEC rules and American Stock Exchange listing
standards.
|
|
In addition, our Board of
Directors has determined that Mr. Barr is an “audit committee financial
expert” as defined by SEC rules.
|
|
The purpose of the Audit
Committee is to assist the Board in its general oversight of our financial
reporting, internal controls and audit functions. The Audit
Committee operates under a written Charter adopted by our Board of
Directors. The Charter is reviewed periodically and subject to
change, as appropriate. The Audit Committee Charter describes
in greater detail the full responsibilities of the
Committee.
|
|
In this context, the Audit
Committee has reviewed and discussed the consolidated financial statements
with management and Deloitte & Touche, LLP, our independent
auditors. Management is responsible for the preparation,
presentation and integrity of our financial statements; accounting and
financial reporting principles; establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e));
establishing and maintaining internal control over financial reporting (as
defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness
of disclosure controls and procedures; evaluating the effectiveness of
internal control over financial reporting; and evaluating any change in
internal control over financial reporting that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting. Deloitte & Touche, LLP is responsible for performing an
independent audit of the consolidated financial statements and expressing
an opinion on the conformity of those financial statements with accounting
principles generally accepted in the United States of America, as well as
expressing an opinion on (i) management’s assessment of the
effectiveness of internal control over financial reporting and
(ii) the effectiveness of internal control over financial
reporting.
|
|
The Audit Committee also has
discussed with Deloitte & Touche, LLP the matters required to be
discussed by Statement on Auditing Standards No. 61, as amended,
“Communication with Audit Committees” and PCAOB Auditing Standard
No. 2, “An Audit of Internal Control Over Financial Reporting
Performed in Conjunction with an Audit of Financial Statements.” In
addition, Deloitte & Touche, LLP has provided the Audit Committee with
the written disclosures and the letter required by the Independence
Standards Board Standard No. 1, as amended, “Independence Discussions
with Audit Committees,” and the Audit Committee has discussed with
Deloitte & Touche, LLP their firm’s independence.
|
|
Based on their review of the
consolidated financial statements and discussions with and representations
from management and Deloitte & Touche, LLP referred to above, the
Audit Committee recommended to our Board of Directors that the audited
financial statements be included in our Annual Report on Form 10-K
for fiscal year 2007, for filing with the SEC.
|
|
Respectfully
submitted by the Audit Committee.
|
|
Eric
Barr, Chairman
Edward
L. Kane
Gerard
P. Laheney
|
|
COMPENSATION
COMMITTEE REPORT
|
|
Our Compensation Committee has
reviewed and discussed the Compensation Discussion and Analysis required
by Item 402(b) of Regulation S-K with management and, based on such review
and discussions, the Compensation Committee recommended to our Board of
Directors that the Compensation Discussion and Analysis be included in
this Proxy Statement.
|
|
Alfred
Villaseñor, Chairman
|
|
William
D. Gould
|
|
Gerard
P. Laheney
|
|
Name
|
Age
|
Title
|
|
Ellen
M. Cotter
|
42
|
Chief
Operating Officer – Domestic Cinemas
|
|
John
Hunter
|
49
|
Chief
Operating Officer
|
|
Brett
Marsh
|
60
|
Vice
President – Real Estate
|
|
Andrzej
Matyczynski
|
55
|
Chief
Financial Officer and Treasurer
|
|
Wayne
Smith
|
50
|
Executive
Director – Australia and New Zealand
|
|
Robert
F. Smerling
|
73
|
President
- Domestic Cinemas
|
|
|
·
|
attract
and retain talented executives;
|
|
|
·
|
reward
executives appropriately for their individual efforts and job performance;
and
|
|
|
·
|
afford
executives appropriate incentives to achieve the short-term and long-term
business objectives established by management and our Board of
Directors.
|
|
|
·
|
should
be fair to us and to the named executive
officers;
|
|
|
·
|
reasonable
in nature and amount; and
|
|
|
·
|
competitive
with market pay rates.
|
|
|
·
|
base
salary;
|
|
|
·
|
total
cash compensation, which is salary plus bonus;
and
|
|
|
·
|
total
direct compensation, which is total cash compensation plus the annualized
expected value of long-term incentive
compensation.
|
|
Acadia
Realty Trust
|
LTC
Properties
|
|
Agree
Realty Corp
|
Marcus
Corp (The)
|
|
AMC
Entertainment
|
Monmouth
Real Estate Investment Corp
|
|
Associated
Estates Realty Corp
|
Omega
Healthcare Investors
|
|
Bluegreen
Corp
|
Orleans
Homebuilders Inc.
|
|
BNP
Residential Properties Inc.
|
Ramco-Gershenson
Properties Trust
|
|
Boykin
Lodging Co.
|
Regal
Entertainment Group
|
|
Bresler
& Reiner Inc.
|
Tarragon
Corp
|
|
Carmike
Cinemas Inc.
|
Urstadt
Biddle Properties Inc.
|
|
Imax
Corp
|
|
|
·
|
base
salary;
|
|
|
·
|
discretionary
annual cash bonuses; and
|
|
|
·
|
discretionary
awards of restricted stock or stock
options.
|
|
|
·
|
the
negotiated terms of each executive’s employment agreement or original
terms of employment;
|
|
|
·
|
the
individual’s position and level of responsibility with the
Company;
|
|
|
·
|
periodic
review of the executive’s compensation, both individually and relative to
other named executive officers; and
|
|
|
·
|
a
subjective evaluation of individual job performance of the
executive.
|
|
Recipient
|
Grant Date
|
Number of Shares
|
Exercise Price
|
Closing Price on Grant Date
|
|||||||||
|
James
J. Cotter
|
5/9/2007
|
100,000 | $ | 10.24 | $ | 8.95 | |||||||
|
Robert
F. Smerling
|
5/9/2007
|
43,750 | 10.24 | 8.95 | |||||||||
|
S.
Craig Tompkins
|
5/9/2007
|
25,000 | 10.24 | 8.95 | |||||||||
|
Anniversary
|
Amount
|
|||
|
Fourth
|
$ | 400,000 | ||
|
Eighth
|
800,000 | |||
|
Tenth
|
1,000,000 | |||
|
Thirteenth
|
2,000,000 | |||
|
|
·
|
medical,
dental and vision insurance;
|
|
|
·
|
long-term
and short-term disability
insurance;
|
|
|
·
|
life
and accidental death and dismemberment
insurance;
|
|
|
·
|
health
and dependent care flexible spending accounts;
and
|
|
|
·
|
certain
other benefits.
|
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock Awards ($)
|
Option Awards ($)
|
Change in Pension Value and Nonqualified Deferred
Compensation Earnings ($)
|
All Other
Compensation
|
Total ($)
|
||
|
James
J. Cotter (2)
|
2007
|
$500,000
|
$1,610,000
|
$250,000
|
$176,000
|
$2,458,000
|
$35,000
|
$5,029,000
|
|
|
Chairman of the Board and Chief
Executive Officer
|
2006
|
500,000
|
230,000
|
125,000
|
--
|
--
|
34,000
|
|
889,000
|
|
Andrzej
Matyczynski
|
2007
|
264,000
|
62,000
|
--
|
--
|
--
|
21,000
|
(3)
|
347,000
|
|
Chief Financial Officer and
Treasurer
|
2006
|
240,000
|
12,000
|
--
|
--
|
--
|
21,000
|
(3)
|
273,000
|
|
John
Hunter
|
2007
|
312,000
|
--
|
--
|
--
|
--
|
--
|
312,000
|
|
|
Chief Operating
Officer
|
2006
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
|
Robert
F. Smerling
|
2007
|
350,000
|
--
|
--
|
77,000
|
--
|
18,000
|
(3)
|
445,000
|
|
President – Domestic Cinema
Operations
|
2006
|
350,000
|
--
|
--
|
--
|
--
|
18,000
|
(3)
|
368,000
|
|
Wayne
Smith
|
2007
|
236,000
|
--
|
--
|
--
|
32,000
|
19,000
|
(3)
|
287,000
|
|
Executive Director – Australia
and New Zealand
|
2006
|
200,000
|
39,000
|
--
|
--
|
29,000
|
18,000
|
(3)
|
285,000
|
|
S.
Craig Tompkins
|
2007
|
311,000
|
--
|
--
|
44,000
|
7,000
|
20,000
|
(3)
|
382,000
|
|
Executive Vice President, Director
- Business Affairs, Chief Legal Officer and Secretary
|
2006
|
410,500
|
--
|
--
|
--
|
7,000
|
27,000
|
(3)
|
444,500
|
|
(1)
|
We
own a condominium in a high-rise building located in West Hollywood,
California, which is used as an executive office. Included in
other compensation are the employer’s match of our 401(k) plan and the
value to Mr. Cotter of his personal use of the condominium and a company
automobile.
|
|
(2)
|
Other
compensation is comprised of the employer’s match of our 401(k) plan and
car allowances to the executives.
|
|
(3)
|
Mr.
Tompkins’ employment terminated on October 1,
2007.
|
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
||||
|
Name
|
Grant Date
|
Threshold Number of Shares
|
Target Number of Shares
|
Maximum Number of Shares
|
|
James
J. Cotter
|
12/31/2007
|
35,035
|
35,035
|
35,035
|
|
Andrzej
Matyczynski
|
--
|
--
|
--
|
--
|
|
John
Hunter
|
2/12/2007
|
11,587
|
11,587
|
11,587
|
|
Robert
F. Smerling
|
--
|
--
|
--
|
--
|
|
Wayne
Smith
|
--
|
--
|
--
|
--
|
|
S.
Craig Tompkins
|
--
|
--
|
--
|
--
|
|
Option Awards
|
Stock Awards
|
|||||
|
Number of Shares Underlying Unexercised Options
Exercisable
|
Number of Shares Underlying Unexercised Options
Unexercisable
|
Option Exercise Price ($)
|
Option Expiration Date
|
Number of Shares or Units of Stock that Have Not
Vested
|
Market Value of Shares or Units that Have Not
Vested ($)
|
|
|
James
J. Cotter
|
--
|
100,000
|
$10.24
|
5/9/2017
|
45,168
|
$501,000
|
|
Andrzej
Matyczynski
|
35,100
|
--
|
$ 5.13
|
11/18/2009
|
--
|
--
|
|
30,000
|
--
|
$ 2.76
|
4/13/2010
|
--
|
--
|
|
|
35,000
|
--
|
$ 3.80
|
7/2/2012
|
--
|
--
|
|
|
John
Hunter
|
--
|
--
|
--
|
--
|
11,587
|
$116,000
|
|
Robert
F. Smerling
|
--
|
43,750
|
$10.24
|
5/9/2017
|
--
|
--
|
|
Wayne
Smith
|
--
|
--
|
--
|
--
|
--
|
--
|
|
S.
Craig Tompkins
|
--
|
25,000
|
$10.24
|
5/9/2017
|
--
|
--
|
|
40,000
|
--
|
$ 2.76
|
4/13/2010
|
--
|
--
|
|
|
41,000
|
--
|
$ 4.01
|
4/23/2013
|
--
|
--
|
|
|
Option Awards
|
Stock Awards
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Name
|
Number
of Shares Acquired on
Exercise
|
Value
Realized
on Exercise ($)
|
Number
of Shares Acquired on
Vesting
|
Value
Realized
on Vesting ($)
|
||||||||||||
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James J. Cotter
(1)
|
-- | $ | -- | 31,180 | $ | 311,000 | ||||||||||
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Andrzej
Matyczynski
|
-- | $ | -- | -- | $ | -- | ||||||||||
|
John Hunter
|
-- | $ | -- | -- | $ | -- | ||||||||||
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Robert F. Smerling
|
6,250 | $ | 37,000 | -- | $ | -- | ||||||||||
|
Wayne Smith
|
-- | $ | -- | -- | $ | -- | ||||||||||
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S. Craig Tompkins
|
-- | $ | -- | -- | $ | -- | ||||||||||
|
|
(1)
|
As
part of Mr. James J. Cotter’s compensation, he was granted a $350,000
restricted stock award for 2007 based on the market price on December 31,
2007 and $250,000 restricted stock awards for 2006 and 2005 based on the
market price on December 31, 2006 and 2005, respectively. Each
annual award of restricted stock is to vest in two annual installments of
50% each on the first and second anniversaries of the award date and will
be subject to forfeiture by Mr. Cotter unless he remains employed as Chief
Executive Officer of the Company through such dates. These
shares represent the vesting of the 50% portion of the 2006 and 2005
awards that vested on December 31,
2007.
|
|
Name
|
Plan Name
|
Number
of Years of Credited
Service
|
Present
Value of Accumulated Benefit
($)
|
Payments
During Last Fiscal Year
($)
|
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James
J. Cotter
|
SERP
|
1 | $ | 2,458,000 | $ | -- | ||||||||||
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John
Hunter
|
COO
Pension Plan
|
1 | $ | 92,000 | $ | -- | ||||||||||
|
Andrzej
Matyczynski
|
--
|
-- | $ | -- | $ | -- | ||||||||||
|
Robert
F. Smerling
|
--
|
-- | $ | -- | $ | -- | ||||||||||
|
Wayne
Smith
|
--
|
-- | $ | -- | $ | -- | ||||||||||
|
S.
Craig Tompkins
|
CRG
Pension Plan
|
15 | $ | 188,000 | $ | -- | ||||||||||
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Number
of Shares to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of Shares remaining available for future issuance under equity
compensation plans (excluding Shares reflected in column (a))
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(a)
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(b)
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(c)
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Plan Category
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Class A
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Class B
|
Class A
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Class B
|
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Equity
compensation plans approved by stockholders
|
577,850
|
185,100
|
$
5.60
|
$9.90
|
524,200(1)
|
|
(1)
|
The
available shares may be either Class A or Class B
shares.
|