Feldman Mall Properties, Inc. - Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
28 4월 2008 - 7:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
Feldman Mall Properties, Inc
(Name of Registrant as Specified In Its Charter)
James W. Sight
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies;
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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SECURITY HOLDERS SHOULD READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS
IMPORTANT INFORMATION. SECURITY HOLDERS AND INVESTORS MAY OBTAIN A COPY OF THE PROXY STATEMENT
WHEN IT IS AVAILABLE FROM THE SEC WEBSITE WITHOUT COST.
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Jacob W. Bayer, Jr.
jbayer@stklaw.com
Direct Dial (816) 374-0555
Direct Fax (816) 817-0103
Fax (816) 374-0509
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April 25, 2008
REGULAR U.S. MAIL
VIA FEDERAL EXPRESS
Feldman Mall Properties, Inc.
Attn: Secretary, Thomas E. Wirth
1010 Northern Boulevard
Suite 314
Great Neck, NY 11021
RE: Notice of Proposal at 2008 Annual Meeting of Stockholders
Dear Mr. Wirth:
We represent James W. Sight (the
Stockholder
), a significant shareholder of Feldman
Mall Properties, Inc. (the
Company
). On behalf of the Stockholder we hereby furnish the
Company with notice of Stockholders intention to nominate the Stockholder, Charles L. Frischer and
Mark S. Tennenbaum (each a
Proposed Nominee
and collectively, the
Proposed
Nominees
) as directors at the Companys 2008 Annual Meeting of the Stockholders (the
Annual Meeting
). The attached table sets forth for each Proposed Nominee (i) the name,
age, business address and residence address of such individual, (ii) the class, series and number
of any shares of the Companys stock that are beneficially owned by such individual, (iii) the date
such shares were acquired and the investment intent of such acquisition, and (iv) other relevant
information required for such proxy. In addition to the Proposed Nominees, the Stockholder would
not be opposed to Lawrence Feldmans re-election as a director at the Annual Meeting.
Each of the Proposed Nominees is a citizen of the United States of America and has consented
to being named in a proxy statement to be used in the solicitation of proxies for their election as
directors and to serve as a director of the Company if elected pursuant to such solicitation. None
of the Proposed Nominees has, during the past five years, been:
(i) Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offensives);
Twelve
Wyandotte Plaza, 120 W. 12th Street, Kansas City, MO 64105
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Feldman Mall Properties, Inc.
April 25, 2008
Page 2
(ii) The subject of any order, judgment or decree not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or
otherwise limiting, the following activities:
a. acting as a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leveraged transaction merchant, any other person regulated
by the Commodities Futures Trading Commission, or an associated person of any of the foregoing, or
as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance
company, or engaging in or continuing any conduct or practice in connection with such activity;
b. engaging in any type of business practice; or
c. engaging in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of Federal or State securities laws or Federal
commodity laws;
(iii) The subject of any order, judgment or decree, not subsequently reversed, suspended or
vacated, of any Federal or State authority, authority baring, suspending or otherwise limiting for
more than 60 days the right of such person to engage in any activity in (ii)(a) above, or to be
associated with persons engaged in any such activity;
(iv) Found by a court of competent jurisdiction in a civil action or by the Securities and
Exchange Commission (the
Commission
) to have violated any Federal or State securities
law, and the judgment in such civil action or finding by the Commission has not been subsequently
reversed, suspended or vacated; or
(v) Found by a court of competent jurisdiction in a civil action or by the Commodities Future
Trading Commission to have violated any Federal commodities law, and the judgment in such civil
action or finding by the Commodities Future Trading Commission has not been subsequently reversed,
suspended or vacated.
Similarly, in the past five years, a petition under the Federal bankruptcy laws or any State
insolvency law has not been filed by or against, or a receiver, fiscal agent or similar officer has
not been appointed by a court for the business or property of any Proposed Nominee, or any
partnership in which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an executive officer at or
within two years before the time of such filing.
Feldman Mall Properties, Inc.
April 25, 2008
Page 3
The Stockholder is a holder of record of 880,500 shares of common stock of Company entitled to
vote at the Annual Meeting and intends to appear at the Annual Meeting to nominate the nominees.
Stockholder hereby requests the Company provide him with a current list of security holders of
the Company or otherwise comply with the provisions of Rule 14a-7 of the Securities and Exchange
Act of 1934.
Upon completion of the solicitation, the Stockholder intends to seek reimbursement from the
Company for the expenses it incurs in connection with the proxy solicitation to be made in
connection with nomination of the nominees. Successful election of one or more of the above
Proposed Nominees by the shareholder shall be deemed a consent of the shareholder to reimburse the
Stockholder for such costs and expenses.
Yours very truly,
/s/ Jacob W. Bayer, JR.
JACOB W. BAYER, JR.
As Attorney for James W. Sight
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JWB:blh
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Enclosure
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cc:
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Mr. James W. Sight
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Mr. Charles L. Frischer
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Mr. Mark S. Tennenbaum
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Name, Age, Business Address & Residence
Address
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Present Principal
Occupation or
Employment
(including the
name, principal
business and
address of any
corporation or
other organization
in which such
employment is
carried on and
whether such
corporation or
organization is
related to the
Company and
business experience
during the last
five years:
current directorships)
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Shares of Company Common Stock
Beneficially Owned: Date When
Acquired and the Investment
Intent of Such Acquisition
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Charles L. Frischer: Age 41;
Business Address: c/o Zephyr Management, 320 Park
Avenue,
28
th
Floor, New York, NY 10022
Residence Address:
30 W 63
rd
Street, Apartment 12M
New York, New York 10023
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Charles Frischers principal
occupation is a Principal of
Municipal Capital
Appreciation
Partners (MCAP);
New York based
private equity
funds specializing
in investments in
multi-family
housing and
assisted living
which can be
financed with
tax-exempt bonds.
Mr. Frischer is
responsible for the
asset management of
more than 3,000
apartment units at
MCAP and directs
the acquisition and
financing of
additional
investments. Mr.
Frischer is
employed by Zephyr
Management, Inc.,
MCAPs management
advisor. From 1995
to 2005 Mr.
Frischer was a
Senior Vice
President of Capri
Capital, a mortgage
banking firm which
specialized in
financing
multi-family and
other commercial
assets. While at
Capri Mr. Frischer
financed more than
$800 million of
income producing
assets. Prior to
1995 Mr. Frischer
was an Asset
Specialist with the
Resolution Trust
Corporation in
Washington, DC,
managing the sale
of tax-exempt bond
financed assets on
behalf of failed
savings and loan
institutions and a
licensed real
estate salesperson
for Advance Realty
Associates. Mr.
Frischer holds a BA
in Government from
Cornell University
(1988).
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Shares Beneficially Owned:
491,198
Acquired:
6/14/06 4/16/08
Intent of Acquisition: Investment
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James W. Sight: Age 52;
Business/Residence Address:
2100
Brookwood, Shawnee Mission, KS 66208
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Jim Sights
principal
occupation is as a
private investor.
Mr. Sight currently
serves as a
director of LSB
Industries (AMX
LXU), 16 S.
Pennsylvania
Avenue, Oklahoma
City, OK
73107-7024. Over
the past five
years, in addition
to his private
investing
activities, Mr.
Sight has (i)
served as a
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Shares Beneficially Owned: 880,500
Acquired: 11/2/07 4/17/08
Intent of Acquisition: Investment
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consultant to
Westmoreland Coal
(AMX WLB) and was
active in the
reorganization
including emergence
from Chapter 11 of
this coal and power
company (1995
2006), and (ii)
served as a
director for
Programmers
Paradise (NASD
PROG) (2001
2005). Mr. Sight
has previously
served as a
director of Nevada
Chemicals (NASD
NCEM) (2000
2001), of U.S. Home
Corporation
(NYSE-UH) (1993
2000), and United
Recycling
Industries, f/k/a
Diversified
Industries
(NYSE-DMC) (1995
2000). Mr. Sight
served as
co-chairman of the
board from 1992
1995 for Metro
Airline and was the
owner and founder
of Sight Leasing
Company from 1977
1992. Mr. Sight
holds a BS in
Finance from the
University of
Pennsylvania
Wharton School of
Economics (1977).
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Mark
S. Tennenbaum; Age 48;
Business/Residence Address: 445
24
th
Street, Santa Monica,
California 90402
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Mr. Tennenbaums principal
occupation is as a
private investor.
Mr. Tennenbaum
currently serves
(i) as an
independent
director for Kaiser
Group Holdings and
is Chairman of its
Compensation
Committee and a
member of its Audit
Committee, and (ii)
serves as director
for Mail Route,
Inc. Mr. Tennenbaum
is the managing
member of AM Golf,
LLC and management
committee member of
AC Golf, LLC. He
also serves as CFO
for ReRun Partners,
LLC (a 21 building
apartment complex
in Tempe, Arizona).
From 1999 to 2002
he served as the
co-founder, CFO and
board member for
Front Bridge
Technologies, Inc.
of Marina Del Ray,
California which
was acquired by
Microsoft
Corporation in
2005. He also
served as the CFO
for SoftAware
Networks, Inc. of
Marina Del Ray,
California from
1999 until 2000.
He holds an MBA in
finance from the
John E. Anderson
Graduate School of
Management, UCLA
(1988), and a BS in
Psychology from
Pitzer College,
Claremont Colleges,
Claremont,
California (1982).
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Shares Beneficially Owned:
130,000
Acquired: 5/7/07 11/7/07
Intent of Acquisition: Investment
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Feldman Mall Properties (NYSE:FMP)
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