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 Section 240.14a-11(c) or Section 240.14a-12
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PRESIDENTIAL REALTY CORPORATION
(Name of Registrant as Specified In Its Charter)
(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)(4) and 0-11.
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(1)
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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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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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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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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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TABLE OF CONTENTS
PRESIDENTIAL
REALTY CORPORATION
180 South Broadway
White Plains, N.Y. 10605
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 15, 2009
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of PRESIDENTIAL REALTY CORPORATION has been called for and will
be held at 2:00 P M, New York time, on Monday, June 15,
2009 at the Marriott Residence Inn, 5 Barker Avenue, White
Plains, New York, for the following purposes:
1. To elect, by vote of the Class A shares, four
directors of the Company to serve for the ensuing year;
2. To elect, by vote of the Class B shares, two
directors of the Company to serve for the ensuing year; and
3. To transact such other business as may properly come
before the Annual Meeting.
Only stockholders of record at the close of business on
April 21, 2009 are entitled to notice of and to vote at the
Annual Meeting.
Stockholders are cordially invited to attend the Annual Meeting
in person. If you are not able to do so and wish your stock
voted, you are requested to complete, sign and date the
accompanying proxy or proxies and promptly return the same in
the enclosed stamped envelope. If you hold both classes of
stock, please make sure that you send in both proxies.
BY ORDER OF THE
BOARD OF DIRECTORS
Robert Feder
Chairman of the Board of Directors
Dated: April 27, 2009
Your vote is important. Even if you plan to attend the
meeting, please vote by completing, signing and returning the
enclosed proxy card by mail. If you wish to vote by telephone or
on the Internet, please follow the instructions on your proxy
card.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON JUNE 15, 2009
The 2009 Proxy Statement and 2008 Annual Report to
Shareholders are available at
http://materials.proxyvote.com/741004
PRESIDENTIAL
REALTY CORPORATION
180 South Broadway, White Plains, New York 10605
PROXY
STATEMENT
This Proxy Statement is furnished in connection with the
solicitation by the management of PRESIDENTIAL REALTY
CORPORATION of proxies to be used at the Annual Meeting of
Stockholders of the Company to be held at 2:00 PM New York
time on Monday, June 15, 2009 at the Marriot Residence Inn,
5 Barker Avenue, White Plains, New York, and at any adjournment
thereof. If proxies in the accompanying form are properly
executed and returned, the shares represented thereby will be
voted as instructed in the proxy. A stockholder executing and
returning a proxy has the power to revoke it at any time before
it is voted by giving written notice to the Secretary of the
Company, by submission of another proxy bearing a later date or
by attending the Annual Meeting and requesting to vote in person.
Only stockholders of record as of the close of business on
April 21, 2009 will be entitled to vote.
The distribution of this Proxy Statement and the enclosed forms
of proxy to stockholders will commence on or about
April 27, 2009. The Companys annual report to
stockholders for 2008, including financial statements, is being
mailed to stockholders with this Proxy Statement.
As of April 21, 2009, there were outstanding and entitled
to vote at the Annual Meeting 442,533 shares of the
Companys Class A Common Stock (held by approximately
83 holders of record) and 2,957,147 shares of the
Companys Class B Common Stock (held by approximately
453 holders of record). The Company is authorized to issue
700,000 Class A shares and 10,000,000 Class B shares.
The presence at the Annual Meeting of a majority, or 221,267, of
the outstanding shares of the Companys Class A Common
Stock and a majority, or 1,478,574, of the outstanding shares of
the Companys Class B Common Stock, either in person
or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting.
The holders of the Class A Common Stock have the right at
all times to elect two-thirds of the membership of the Board of
Directors of the Company, and the holders of the Class B
Common Stock have the right at all times to elect one-third of
the membership of the Board of Directors of the Company. All
directors, once elected, have equal authority and
responsibility. On all other matters, the holders of the
Class A Common Stock and the holders of the Class B
Common Stock have one vote per share for all purposes. However,
no action may be taken that would alter or change the special
rights or powers given to either class of Common Stock so as to
affect such class adversely, or that would increase or decrease
the amount of the authorized stock of such class, or increase or
decrease the par value thereof, except upon the affirmative vote
of the holders of the majority of the outstanding shares of the
class of stock so affected.
Accordingly, the Class A shares will vote as a class for
the election of four Directors of the Company to serve for the
ensuing year (Proposal No. 1 on the accompanying
Notice of Annual Meeting), and for this purpose each
Class A share will be entitled to one vote. The
Class B shares will vote as a class for the election of two
directors of the Company to serve for the ensuing year
(Proposal No. 2 on the accompanying Notice of Annual
Meeting), and for this purpose each Class B share will be
entitled to one vote.
With respect to Proposals No. 1 and 2, directors are
elected by a plurality of the votes of the shares of common
stock present, represented and voted at the Annual Meeting. This
means that the director-nominee with the most affirmative votes
for a particular position is elected for that position.
Consequently, only the number of votes for and
against affect the outcome, and abstentions and
broker non-votes will have no effect on the outcome of the
election of directors, except to the extent that failure to vote
for an individual results in another individual receiving a
larger number of votes. A broker non-vote occurs
when a nominee holding shares for a beneficial owner does not
vote on a particular proposal because the nominee does not have
discretionary power for that particular item and has not
received instructions from the beneficial owner. The Company
believes that abstentions and broker non-votes should be counted
for purposes of determining if a quorum is present at the Annual
Meeting for the transaction of business.
ELECTION
OF DIRECTORS
Election
of Directors by Class A Stockholders
It is intended that proxies in the accompanying form received
from the holders of Class A Common Stock will be voted
FOR
the four persons listed below, each of whom, except
for Thomas Viertel, is at present a director, as directors for
the ensuing year. Mr. Viertel is being nominated to the Board of
Directors following the resignation of Robert E. Shapiro for
health reasons from the Board of Directors in April 2009. If for
any reason any of these nominees becomes unable to serve as a
director, it is intended that such proxies will be voted for the
election, in his place, of any substituted nominee as management
may recommend, and of the other nominees listed. Management,
however, has no reason to believe that any nominee will be
unable to serve as director. The directors so elected will serve
until the next Annual Meeting and until their respective
successors are duly elected and have qualified.
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First
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Became Director
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Occupation or Principal Employment
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of Presidential or its
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Name and Age of Director
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for Past 5 Years
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Predecessor Company
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Steven Baruch (70)*
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Executive Vice President of Presidential
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2007
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Robert Feder (78)
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Partner, Cuddy & Feder, Attorneys; Chairman of the Board of
Directors of Presidential**
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1981
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Jeffrey F. Joseph (67)*
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President and Chief Executive Officer of Presidential
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1993
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Thomas Viertel (67)
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Executive Vice President and Chief Financial Officer of
Presidential
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*
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Member of the Executive Committee of the Board of Directors
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**
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Mr. Feder was elected Chairman of the Board of Directors in
April 2009.
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Steven Baruch and Thomas Viertel are cousins.
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Election
of Directors by Class B Stockholders
It is intended that proxies in the accompanying form received
from the holders of Class B Common Stock will be voted
FOR
the two persons listed below, each of whom is at
present a director, as directors for the ensuing year. If for
any reason any of these nominees becomes unable to serve as a
director, it is intended that such proxies will be voted for the
election, in his place, of any substituted nominee as management
may recommend, and of the other nominees listed. Management,
however, has no reason to believe that any nominee will be
unable or unwilling to serve as a director. The directors so
elected will serve until the next Annual Meeting and until their
respective successors are duly elected and have qualified.
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First
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Became Director
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Occupation or Principal Employment
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of Presidential or its
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Name and Age of Director
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for Past 5 Years
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Predecessor Company
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Richard Brandt (81)
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Chairman Emeritus and Consultant to Trans-Lux Corporation(1)
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1972
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Mortimer M. Caplin (92)
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Partner, Caplin & Drysdale, Attorneys(2)
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1984
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(1)
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Trans-Lux Corporation is a manufacturer of stock tickers and
electronic displays and operates some real estate.
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(2)
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Mr. Caplin is also a director of Danaher Corporation.
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2
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of April 21, 2009, the following persons owned
beneficially the following amounts and percentages of the
Class A and Class B Common Stock of Presidential:
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Class A
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Percentage of all
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Common
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Class B
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Percentage of
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Outstanding Stock
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Stock
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Percentage of
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Common Stock
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Class B
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(Class A and B
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Beneficially
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Class A
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Beneficially
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Common
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Common Stock
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Name and Address
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Owned
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Common Stock
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Owned
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Stock
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Combined)
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Pdl Partnership
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198,735
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(1)
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44.9
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%
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None
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None
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5.9
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%
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180 South Broadway
White Plains,
NY 10605
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Leeward Capital LP
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None
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None
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210,300
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(2)
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7.1
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%
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6.2
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%
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One California Street San Francisco, CA 94111
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(1)
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Such amount does not include 27,601 shares owned by certain
partners of Pdl Partnership, including 4,762 shares owned
by a partner as trustee, the beneficial ownership of which
4,762 shares is disclaimed. The partners of Pdl Partnership
are Jeffrey Joseph, an officer and director of Presidential and
a nominee for director; Steven Baruch, an officer and director
of Presidential and a nominee for director; and Thomas Viertel,
an officer of Presidential and a nominee for director.
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(2)
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Based upon a Schedule 13G dated January 2, 2009 filed
by Leeward Capital, LP, Leeward Investments LLC and Kent M.
Rowett.
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Except as set forth in the notes to the table, each of the
owners of the shares set forth in the table has the sole voting
and dispositive power over such shares except that any such
owner has no voting or dispositive power over shares the
beneficial ownership of which is disclaimed.
The Companys management knows of no other persons owning
beneficially more than 5% of either the outstanding Class A
Common Stock or the outstanding Class B Common Stock of the
Company.
Neither Pdl Partnership nor its partners have any contract,
arrangement, understanding or relationship (legal or otherwise)
with respect to any securities of the Company, except as
described in this paragraph. 212,648 shares of Class A
Common Stock owned by Pdl Partnership or its partners are
pledged to Robert E. Shapiro, a director of the Company until
his recent resignation for reasons of health, and The Joseph
Viertel Trust, Thomas Viertel (a nominee for Director), Jack
Viertel, Linda Viertel, Alice Krieger, Dennis Krieger and Pat
Daly as security for loans previously made in connection with
the purchase of 134,334 shares of Class A Common Stock
by Pdl Partnerships
predecessor-in-interest.
The partners of Pdl Partnership have entered into an Agreement
pursuant to which they have agreed among themselves that the
Class A shares owned by Pdl Partnership may (1) be
voted by Pdl Partnership only by action of any two of them or
(2) be sold by Pdl Partnership only with the approval of
any two of them.
3
SECURITY
OWNERSHIP OF MANAGEMENT
As of April 21, 2009, the following directors and executive
officers of Presidential owned beneficially the following
amounts and percentages of the Class A and Class B
Common Stock of Presidential:
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Class A
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Class B
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Common
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Common
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Beneficially
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Beneficially
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Percentage of all
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Owned
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Owned
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Outstanding
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and
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and
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Stock
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Percentage
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Percentage
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(Class A and B
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Name of Beneficial Owner
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Position with Presidential
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of Class
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of Class
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Combined)
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Richard Brandt
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Director
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None
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17,000
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*
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*
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Mortimer Caplin
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Director
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None
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91,866
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(1)
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2.7
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%
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3.1
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%
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Robert Feder
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Director and Chairman of
The Board of Directors
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916
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*(2)
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20,552
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*(2)
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*
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Jeffrey F. Joseph
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Director, Chief Executive
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199,735
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(3)
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134,721
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9.8
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%
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Officer, President
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45.1
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%
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4.6
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%
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Thomas Viertel
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Executive Vice President,
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214,834
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(3)
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34,898
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7.3
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%
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Chief Financial Officer and
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48.6
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%
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1.2
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%
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Nominee for Director
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Steven Baruch
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Director,
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209,237
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(3)(4)
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41,858
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(6)
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7.4
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%
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Executive Vice President
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47.3
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%
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1.4
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%
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Elizabeth Delgado
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Treasurer, Secretary
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None
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12,023
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*
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*
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All officers and directors as a group (7 persons)
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227,252
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(5)
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352,918
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(5)
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51.4
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%
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11.9
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%
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17.1
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%
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*
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Less than 1% of the class of stock
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(1)
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Includes 47,775 Class B shares held by a private charitable
foundation established by Mr. Caplin, the beneficial
ownership of which is disclaimed.
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(2)
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Includes 124 Class A shares and 3,037 Class B shares
held by Mr. Feders wife, the beneficial ownership of
which is disclaimed.
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(3)
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Includes 198,735 Class A shares owned by Pdl Partnership, a
general partnership owned by Mr. Joseph, Mr. Viertel
and Mr. Baruch. See Security Ownership of Certain
Beneficial Owners above.
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(4)
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Includes 4,762 Class A shares and 9,031 Class B shares
held as co-trustee under a trust, the beneficial ownership of
which is disclaimed.
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(5)
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Such amount includes (i) 198,735 shares of
Class A Common Stock owned by Pdl Partnership (see
Security Ownership of Certain Beneficial Owners
above) and (ii) 4,886 shares of Class A Common
Stock and 59,843 shares of Class B Common Stock held
in trust or in the names of wives, the beneficial ownership of
which is disclaimed by the respective persons.
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Except as set forth in the notes to the table, each of the
owners of the shares set forth in the table has the sole voting
and dispositive power over such shares except that any such
owner has no voting or dispositive power over shares the
beneficial ownership of which is disclaimed.
4
EXECUTIVE
OFFICERS
The following table sets forth information with respect to the
executive officers of Presidential. Each officer has been
elected for a period of one year and thereafter until his
successor is elected, subject to the terms of the Employment
Agreements described below.
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Name
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Age
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Position with Registrant
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Jeffrey F. Joseph
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67
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President, Chief Executive Officer and a Director
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Thomas Viertel
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67
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Executive Vice President, Chief Financial Officer and a Nominee
for Director
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Steven Baruch
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70
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Executive Vice President and a Director
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Elizabeth Delgado
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64
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Treasurer and Secretary
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Mr. Joseph has been President of the Company since
February, 1992 and a Director since April, 1993.
Thomas Viertel has been an Executive Vice President of the
Company since January, 1993 and its Chief Financial Officer
since April of that year. Mr. Viertel is also the Chairman
of the Board of Scorpio Entertainment, Inc., a privately owned
company that produces theatrical enterprises. See Certain
Transactions below.
Mr. Baruch has been an Executive Vice President of the
Company since January, 1993 and a Director since June, 2007.
Mr. Baruch is also the President of Scorpio Entertainment,
Inc. See Certain Transactions below.
Ms. Delgado has been Treasurer of the Company since 1986
and the Secretary of the Company since 2002.
Thomas Viertel and Steven Baruch are cousins.
REMUNERATION
OF EXECUTIVE OFFICERS AND DIRECTORS
The following table and discussion summarizes the compensation
for the two years ended December 31, 2008 and 2007 of the
Principal Executive Officer of the Company and of the two most
highly compensated executive officers of the Company, who served
as such at December 31, 2008.
Summary
Compensation Table
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Stock
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All Other
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Year
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Salary
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Bonus
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Awards
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Compensation
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Total
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Name and Principal Position (a)
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(b)
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($)(c)
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($)(d)
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($)(e)
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($)(i)
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($)(j)
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Jeffrey F. Joseph
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2008
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344,639
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0
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0
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36,490
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(2)
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381,129
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President, Chief Executive Officer and
Director
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2007
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331,382
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0
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74,400
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(1)
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29,773
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(2)
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435,555
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Thomas Viertel
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2008
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231,589
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0
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0
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33,799
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(2)
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265,388
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Executive Vice President and
Chief Financial Officer
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2007
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222,681
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0
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0
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30,744
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(2)
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253,425
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Steven Baruch
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2008
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231,589
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0
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0
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29,282
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(2)
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260,871
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Executive Vice President and Director
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2007
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222,681
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0
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0
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26,712
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(2)
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249,393
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(1)
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Represents the value of 10,000 shares of the Companys
Class B Common Stock issued to Jeffrey Joseph under the
Companys Restricted Stock Plan. These shares vest at the
rate of 50% per year over a two year period commencing on the
date of issuance. The shares are valued at the closing price on
the NYSE AMEX on the date of grant and the specified values
assume that all shares of restricted stock vest. Dividends are
paid on the restricted stock from the date of issuance whether
or not such shares are vested.
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(2)
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The Company pays the premiums on life insurance policies on the
lives of, and owned by, Jeffrey F. Joseph, Thomas Viertel and
Steven Baruch. The annual premiums for each of years 2008 and
2007 were $15,250 for Mr. Joseph, $12,075 for
Mr. Viertel and $11,700 for Mr. Baruch. The Company
provides certain officers with automobiles to be used for
business purposes but does not prohibit the use of the
automobiles for personal purposes and pays all of the operating
expenses with respect thereto. The total automobile expense
incurred by the Company for each of the following officers for
2008 and 2007 were as follows: Jeffrey F. Joseph, $21,240 for
2008 and $14,523 for 2007; Thomas Viertel, $21,724 for 2008 and
$18,669 for 2007; and Steven Baruch, $17,582 for 2008 and
$15,012 for 2007.
|
There were no grants of options or stock appreciation rights in
the year ended December 31, 2008 nor were there any options
or stock appreciation rights outstanding at December 31,
2008.
5
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
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Option Awards
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Stock Awards
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Equity
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Market
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Incentive
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Value
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Plan
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Plan
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Equity
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Awards:
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of
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Incentive
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Market or
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Equity
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Shares
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Awards:
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Payout
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Incentive
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Number
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or
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Number of
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Value of
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Plan
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of
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Units
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Unearned
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Unearned
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Number of
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Number of
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Awards:
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Shares
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of
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Shares,
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Shares,
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Securities
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Securities
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Number of
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or Units
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Stock
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Units or
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Units or
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Underlying
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Underlying
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Securities
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of Stock
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That
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Other
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Other
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Unexercised
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Unexercised
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Underlying
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That
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Have
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Rights
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Rights
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Options
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Options
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Unexercised
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Option
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Option
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Have Not
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Not
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That Have
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That Have
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(#)
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(#)
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Unearned
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Exercise
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Expiration
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Vested
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Vested
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Not
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Not
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Exercisable
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Unexercisable
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Options
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Price
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Date
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(#)
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($)
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Vested
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Vested
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Name (a)
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(b)
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(c)
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(#)(d)
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($)(e)
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(f)
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(g)(1)
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(h)(1)
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(#)(i)
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($)(j)
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Jeffrey F. Joseph
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5,000
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(2)
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8,050
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4,400
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(3)
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7,084
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5,400
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(4)
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8,694
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Thomas Viertel
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4,050
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(5)
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6,521
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Steven Baruch
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4,050
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(5)
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6,521
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(1)
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All shares are Class B Common shares issued under the
Companys Restricted Stock Plan and are valued at $1.61 per
share based on the last sales price on the American Stock
Exchange on December 31, 2008.
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(2)
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This amount is part of an award of 10,000 shares granted on
May 30, 2007, of which 5,000 shares were not vested at
December 31, 2008. The unvested balance at
December 31, 2008 vested on January 1, 2009.
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(3)
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This amount is part of an award of 11,000 shares granted on
July 26, 2005, of which 4,400 shares were not vested
at December 31, 2008. The unvested balance of the award
vests at the rate of 2,200 shares on each of July 26,
2009 and July 26, 2010.
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(4)
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The amount is part of an award of 9,000 shares granted on
January 11, 2006, of which 5,400 shares were not
vested on December 31, 2008. The unvested balance of the
award vests at the rate of 1,800 shares on each of
January 11, 2009, January 11, 2010 and
January 11, 2011.
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(5)
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This amount is part of an award of 6,750 shares granted on
January 11, 2006, of which 4,050 shares were not
vested on December 31, 2008. The unvested balance of the
award vests at the rate of 1,350 shares on each of
January 11, 2009, January 11, 2010 and
January 11, 2011.
|
Defined
Benefit Pension Plan
The Company has a Defined Benefit Pension Plan that covers
substantially all of its employees, including the officers
listed in the Summary Compensation Table. Directors who are not
employees of the Company are not eligible to participate in the
Plan.
The Plan is a non-contributory, tax qualified defined benefit
plan that provides a monthly retirement benefit payable for a
participants lifetime in an amount equal to the sum of
(i) 7.15% of an employees average monthly
compensation and (ii) .62% of such employees average
monthly compensation in excess of the average Social Security
wage base, multiplied in each case by the employees years
of service commencing after December 31, 1993 (up to a
maximum of 10 years). Average monthly compensation for
these purposes is the employees monthly compensation
averaged over the five consecutive Plan years which produce the
highest monthly average within the employees last ten
years of service. However, the amount of compensation taken into
account under a tax qualified plan is limited to $210,000 in
2005, $220,000 in 2006, $225,000 in 2007, $230,000 in 2008 and
$245,000 in 2009, and may be increased in future years for cost
of living increases. Maximum benefits under the Plan are
attainable after ten years of service commencing after
December 31, 1993, and are payable at age 65.
Mr. Joseph (67 years old), Mr. Viertel
(67 years old) and Mr. Baruch (70 years old) all
have more than ten years of service credited under the Plan.
Effective February 28, 2009, the Company froze future
benefit accruals under the Plan.
6
Employment
Agreements
The Company has an employment agreement with Jeffrey F. Joseph,
President and Chief Executive Officer of the Company, that
extends through December 31, 2012 and provides for annual
compensation of $349,809 for calendar year 2009 and annual
increases of compensation for subsequent years based on
increases in the cost of living. The employment agreement may be
terminated by the Company for any reason upon three years prior
notice to employee. Subsequent to termination, employee will be
retained for three years as a consultant to the Company and
receive compensation at a rate equal to 50% of the basic
compensation paid in his last year of employment. The employment
agreement provides that the employee may also become entitled to
a bonus for each calendar year during the employment term based
on a formula relating to the Companys earnings, which
bonus is limited to a maximum amount of
33
1
/
3
%
of his annual basic compensation for that year. The agreement
also provides for retirement benefits commencing four years
after retirement in the annual amount of $29,000, subject to
increases based on 50% of any increase in the cost of living
subsequent to the first year of retirement. In 2007, the Company
entered into an Amendment (the Amendment) to
Mr. Josephs employment agreement pursuant to which
Mr. Joseph may, upon 180 days prior written notice to
the Company, voluntarily resign as an officer and director of
the Company, in which event Mr. Joseph will receive a lump
sum payment in the amount of (a) 1.5 times his then annual
salary if his resignation is effective in calendar year 2009;
(b) 1.75 times his then annual salary if his resignation is
effective in calendar year 2010; (c) two times his then
annual salary if his resignation is effective in calendar year
2011; and (d) 2.5 times his then annual salary if the
resignation is effective in calendar year 2012. In addition,
pursuant to the Amendment, Mr. Joseph agrees to provide
consulting services to the Company for a period of four years
after the effective date of his resignation for an annual
consulting fee equal to fifty percent of his base salary on the
effective date of his resignation. If during the four year
consulting term the Company undergoes a change in control event
(as defined in Treasury
Regulation Section 1.409A-3(i)
(5)), Mr. Joseph shall have no further obligation to
provide consulting services to the Company, and the Company
shall pay to him, without discount, the balance of what would
have otherwise been the consulting fees payable to him during
the balance of the four year consulting term. During the
consulting term, Mr. Joseph shall not engage in any
activity that the Company, in its reasonable opinion, deems to
be in competition or conflict with the business
and/or
interests of the Company.
The Company also has employment agreements with Steven Baruch,
Executive Vice President of the Company, and Thomas Viertel,
Executive Vice President and Chief Financial Officer of the
Company, that extend to December 31, 2012 and provide for
annual compensation of $235,062 for calendar year 2009 and
annual increases of compensation for subsequent years based on
increases in the cost of living. Each of the employment
agreements may be terminated by the Company for any reason upon
three years prior notice to the employee. Subsequent to
termination, the employee will be retained for three years as a
consultant to the Company and receive compensation at a rate
equal to 50% of the basic compensation paid in the last year of
employment. The employment agreements provide that the employees
may also become entitled to a bonus for each calendar year
during the employment term based on a formula relating to the
Companys earnings, which bonus is limited to a maximum
amount of
33
1
/
3
%
of the annual basic compensation for that year. Each of the
agreements also provides for retirement benefits commencing four
years after retirement in the annual amount of $29,000, subject
to increases based on 50% of any increase in the cost of living
subsequent to the first year of retirement. The Companys
employment agreements with Mr. Baruch and Mr. Viertel
permit them to spend a reasonable amount of their time during
normal business hours on matters related to Scorpio
Entertainment, Inc., a company which is engaged in theatrical
productions, so long as their time and efforts for Scorpio
Entertainment, Inc. do not conflict or interfere with the
performance of their duties for the Company and they diligently
perform their duties for the Company to the satisfaction of the
Board of Directors. See Certain Transactions below.
During the retirement periods under the above agreements,
Messrs. Joseph, Baruch and Viertel will also be entitled to
the continuation of certain life, group health and disability
insurance benefits. None of the employment contracts described
above provide death benefits for the recipients or for funding
by Presidential of the anticipated retirement benefits.
The Company also has an employment agreement with Elizabeth
Delgado, the Companys Secretary and Treasurer, that
extended through December 31, 2008 and provided for annual
compensation of $152,239 for calendar year 2008. The employment
agreement provides for a payment of $75,000 upon retirement and
an additional $75,000 if retirement is on or after
December 31, 2011. The Company is in the process of
negotiating an extension of the employment agreement with
Ms. Delgado.
7
Compensation
of Directors
The Company pays each director (other than Jeffrey F. Joseph,
who is the President of the Company, Robert E. Shapiro, who was
the Chairman of the Board of Directors of the Company until his
retirement in April of 2009, and Steven Baruch, who is an
Executive Vice President of the Company) $20,000 per annum, plus
$2,000 for each meeting of the Board of Directors and the annual
meeting of the Audit Committee attended, and $1,500 for
attendance at each meeting of the Compensation Committee and all
other meetings of the Audit Committee, plus reimbursement of
expenses. In addition, the Chairman of the Audit Committee and
the Compensation Committee receives an additional $1,000 per
annum in each case. A portion of these directors fees is
paid by the issuance of 1,000 shares of the Companys
Class B Common Stock to each director. The Company
ordinarily does not pay any other compensation to directors for
their services as Directors. Mr. Viertel, as Executive Vice
President and Chief Financial Officer of the Company, will not
receive any of these directors fees if he is elected to
the Board of Directors at the Annual Meeting.
Presidential also has an employment agreement with Robert
Shapiro, a director until his retirement in April of 2009, who
had previously been an executive officer of the Company,
providing for stipulated annual payments for life (plus
continuation of life, group health and disability insurance
benefits). The annual cash retirement benefits paid under this
agreement in 2008 (including insurance premiums and
reimbursement for medical expenses) was $231,243:
The following table reflects the compensation in 2008 for each
member of the Companys Board of Directors as described
above.
DIRECTOR
COMPENSATION
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Nonqualified
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Fees Earned
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Non-Equity
|
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Deferred
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or Paid
|
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Incentive Plan
|
|
|
Compensation
|
|
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All Other
|
|
|
|
|
|
|
in Cash
|
|
|
Stock Awards
|
|
|
Option Awards
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Total
|
|
Name (a)
|
|
($)(b)
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|
($)(c)
|
|
|
($)(d)
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|
|
($)(e)
|
|
|
($)(f)
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|
|
($)(g)
|
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($)(h)
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|
|
Steven Baruch
|
|
|
0
|
(1)
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|
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|
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|
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0
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|
Richard Brandt
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41,500
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(2)
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|
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(2
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)
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41,500
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|
Mortimer Caplin
|
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39,500
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(2)
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(2
|
)
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39,500
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|
Robert Feder
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39,500
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(2)
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|
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(2
|
)
|
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|
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|
|
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39,500
|
|
Jeffrey Joseph
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|
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0
|
(1)
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|
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0
|
|
Robert Shapiro
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0
|
(1)
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|
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0
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(1)
|
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These Directors receive no compensation for their services as
Directors. Mr. Joseph is the President and Chief Executive
Officer of the Company and Mr. Baruch is an Executive Vice
President of the Company and their compensation is set forth in
the Summary Compensation Table. Mr. Shapiro is retired from
his former positions as an executive officer of the Company and
receives retirement benefits under his Employment Contract as
described above.
|
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(2)
|
|
As described above, each of these Directors receives a portion
of his Directors fees by the issuance of 1,000 shares
of the Companys Class B Common Stock. The market
value of the shares reduces the fees otherwise to be paid in
cash. In 2008, the value of the 1,000 shares issued to each
of these Directors was $5,920 so that the fee otherwise paid to
each Director in cash (as shown in column (b)) in 2008 was
reduced by that amount.
|
CERTAIN
TRANSACTIONS
Presidential currently has a loan outstanding to certain
affiliates of Ivy Properties, Ltd. (collectively
Ivy) as more fully described below. Ivy is owned by
Thomas Viertel, Steven Baruch and Jeffrey Joseph (the Ivy
Principals). Pdl Partnership, a partnership which is
wholly owned by the Ivy Principals, currently owns
198,735 shares of the Companys Class A Common
Stock. As a result of the ownership of these shares by Pdl
Partnership, together with the ownership of an aggregate of
27,601 additional shares of Class A Common Stock
individually by the Ivy Principals, Pdl Partnership and the Ivy
Principals have beneficial ownership of an aggregate of
approximately 51% of the outstanding shares of Class A
Common Stock of the Company, which class of stock is entitled to
elect two-thirds of the Board of Directors of the Company. By
reason of such beneficial ownership, the Ivy Principals are in a
position substantially to control elections of the Board of
Directors of the Company.
8
The Board of Directors has adopted a resolution pursuant to
which Presidential will not make any loan to Ivy nor enter into
any other material transaction with Ivy unless such transaction
is unanimously approved by the Directors of Presidential who are
not otherwise affiliated with Presidential or Ivy (with no more
than one abstention).
As part of a Settlement Agreement effectuated in November, 1991
between Presidential and Ivy, certain of Presidentials
outstanding nonrecourse loans to Ivy (most of which had
previously been written down to zero) were modified and
consolidated into two nonrecourse loans (collectively, the
Consolidated Loans) which currently have an
aggregate outstanding principal balance of $4,770,050 and a net
carrying value of zero. In 1996, Presidential and the Ivy
Principals agreed to modify the Settlement Agreement to provide
that the only payments required under the Consolidated Loans
would be paid by the Ivy Principals in an amount equal to 25% of
the operating cash flow (after provision for certain reserves)
of Scorpio Entertainment, Inc., a company owned by two of the
Ivy Principals that acts as a producer of theatrical
productions. To the extent that Presidential receives payments
under these notes, such payments will be applied to unpaid and
unaccrued interest and recognized as income. During 2008,
Presidential received $146,750 of interest on the Consolidated
Loans. At December 31, 2008, the total unpaid and unaccrued
interest on the Consolidated Loans was $3,520,522. Presidential
does not expect to recover any of the principal amounts of the
Consolidated Loans.
THE BOARD
OF DIRECTORS
Independent
Directors
The Board of Directors has determined that Richard Brandt,
Mortimer Caplin and Robert Feder are independent directors
pursuant to Section 803A(2) of the NYSE AMEX Company Guide.
Committees
of the Board of Directors
The Board of Directors of Presidential has a standing Executive
Committee, Audit Committee and Compensation and Pension
Committee. The Board of Directors does not have a standing
nominating committee.
Executive Committee.
The members of the
Executive Committee are Jeffrey F. Joseph, Robert E. Shapiro
(until his retirement in April of 2009) and Steven Baruch.
The function of the Executive Committee is to make general and
specific recommendations to the Board of Directors with respect
to matters to be considered by the Board. The Executive
Committee meets monthly and from time to time as required by the
business of Presidential.
Audit Committee.
The members of the Audit
Committee are Richard Brandt, Mortimer Caplin and Robert Feder.
The function of the Audit Committee, which is established in
accordance with Section 3(a)(58)(A) of the Securities and
Exchange Act, is to oversee the accounting and financial
reporting process of the Company and the audits of the financial
statements of the Company. Each member of the Audit Committee is
independent (as defined in Section 803A(2) of the NYSE AMEX
Company Guide). The Board of Directors of the Company has
adopted a written Charter for the Audit Committee, a copy of
which is attached as Exhibit A to this Proxy Statement. The
Audit Committee Report dated March 25, 2009 is attached as
Exhibit B to this Proxy Statement. The Audit Committee held
four meetings during the Companys last fiscal year.
The Board of Directors of the Company has determined that
Richard Brandt, a member of the Audit Committee, is financially
sophisticated as defined by Section 803B(2)(a)(iii) of the
NYSE AMEX Company Guide. However, the Board of Directors of the
Company has also determined that the Audit Committee does not
have any member who qualifies as a financial expert pursuant to
Item 407(d) of
Regulation S-K.
The Board of Directors does not believe that it is necessary to
have a member of the Audit Committee who meets the definition of
a financial expert pursuant to Item 407(d) of
Regulation S-K
because all of the members of the Audit Committee satisfy the
American Stock Exchange requirements for Audit Committee
membership applicable to NYSE AMEX listed companies and, as
mentioned above, Mr. Brandt is a financially sophisticated
individual as defined by the NYSE AMEX Company Guide. In
addition, all members of the Audit Committee have been members
for at least ten years and are familiar with the business and
accounting practices of the Company.
9
Compensation and Pension Committee.
The
members of the Compensation and Pension Committee are Richard
Brandt, Mortimer Caplin and Robert Feder. The function of the
Compensation and Pension Committee is to recommend guidelines
and specific compensation levels to the Board of Directors of
the Company for the executive officers of the Company. The
Compensation and Pension Committee does not have a charter. The
Compensation and Pension Committee held one meeting during the
Companys last fiscal year.
Since 1993, the principal executives of the Company have been
employed under a series of employment contracts that provide for
annual salary increases based upon increases in the cost of
living and contractual bonuses based upon a formula relating to
the Companys cash flow. Within this framework, the
Committee may authorize additional bonuses in cash or restricted
stock under the Companys Restricted Stock Plan to reward
or incentivize individual employees. The Committee believes that
this compensation structure aligns the interests of its
executives with those of the Companys shareholders, while
recognizing the long term contributions to the Company by its
principal executives. The Committee consults with Jeffrey
Joseph, Chief Executive Officer of the Company, when setting
management compensation but does not delegate authority to any
member of management or other person to set final compensation.
In setting director compensation, the Committee focuses mainly
on tying compensation to the responsibilities and time
commitments of the respective director positions. The Committee
has not retained consultants to advise them and relies on the
members significant real estate and business experience to
set compensation for both directors and management.
Nominating Committee.
The Company does not
have a standing nominating Committee. All current Board members
have served on the Board for at least ten years. In effect, the
entire Board has been serving the function of a nominating
committee. However, in accordance with Section 804(a) of
the NYSE AMEX Company Guide, all nominations to the Board of
Directors will be selected or approved by at least a majority of
the independent directors. Since there is no formal nominating
committee, the Board does not have a specific policy with
respect to the consideration of any candidate for membership on
the Board that may be recommended by a security holder and in
fact there have been no such recommendations by security holders
for over twenty years. There are no formal minimum
qualifications or specific qualities or skills that candidates
must meet, but the Board will evaluate the overall qualities
that a person might bring to the Board, including relevant
experience in the real estate industry, business insight, and
overall ability to contribute to the Company and the Board. The
Company does not pay a fee to a third party to assist in the
nomination process.
On April 8, 2009, Robert Shapiro resigned from the Board of
Directors for health reasons. The Board of Directors did not
fill the vacancy resulting from Mr. Shapiros
resignation. In accordance with Section 804(a) of the NYSE AMEX
Company Guide referred to above, the Companys three
independent directors selected Thomas Viertel as a nominee for
election to the Companys Board of Directors by the holders
of the Companys Class A shares.
Attendance
at Meetings of the Board of Directors and Committees
The Board of Directors of the Company held four meetings during
the Companys last fiscal year. All of the directors
attended all of the meetings in 2008 of the Board of Directors
and the committees of which they were members.
Miscellaneous
The Company does not have a specific policy with respect to the
attendance of members of the Board of Directors at its Annual
Meeting of Stockholders. Three members of the Board of Directors
attended the Companys Annual Meeting of Stockholders in
2008.
The Company has adopted a Code of Ethics that applies to its
Chief Executive Officer, Chief Financial Officer and Principal
Accounting Officer, among others.
Shareholders may send communications to the Board of Directors
or to individual directors by sending such communication
addressed to the Board of Directors or an individual director to
the Companys office at 180 South Broadway, White Plains,
New York 10605. All written communications addressed to the
Board of Directors or to an individual director will be
forwarded to such director or directors.
10
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires executive officers, directors and persons who
beneficially own more than 10% of a registered class of our
equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Executive
officers, directors and greater than 10% stockholders are
required by regulations of the Securities and Exchange
Commission to furnish us with copies of all Section 16(a)
reports they file. Based solely on our review of the copies of
reports we received, or written representations that no such
reports were required for those persons, we believe that, for
2008, all statements of beneficial ownership required to be
filed with the Securities and Exchange Commission were filed on
a timely basis.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Change in
the Companys Independent Registered Public Accounting
Firm
The Company and the Audit Committee of the Board of Directors
annually reviews the selection of its independent registered
public accounting firm and in 2007 and 2008 solicited bids from
independent accountants to audit the Companys financial
statements for the year ending December 31, 2008. As a
result of financial and other considerations, the Audit
Committee voted on April 1, 2008 to appoint Holtz
Rubenstein Reminick LLP (Holtz Rubenstein) as the
Companys new independent registered public accounting firm.
As reported by the Company in its Current Report on
Form 8-K
filed on April 4, 2008 (the
Form 8-K):
On April 2, 2008, the Company dismissed
Deloitte & Touche LLP (Deloitte &
Touche) as the Companys independent registered
public accounting firm.
The reports of Deloitte & Touche on the Companys
financial statements for the past two fiscal years did not
contain an adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope, or
accounting principles, except that in its report on the
Companys financial statements for the year ended
December 31, 2007, Deloitte & Touche stated that
it did not audit the combined financial statements of Lightstone
Member LLC, PRC Member LLC, Lightstone Member II LLC and
Lightstone Member III LLC (collectively the
Lightstone LLCs) and that such financial statements
were audited by other auditors whose report was furnished to
Deloitte & Touche and Deloitte &
Touches opinion, insofar as it relates to the amounts
included for the Lightstone LLCs, is based solely on the report
of the other auditors.
The decision to change accountants was recommended by the Audit
Committee of the Board of Directors and by the entire Board of
Directors.
In connection with the audits of the Companys financial
statements for each of the two most recent fiscal years ended
prior to the dismissal of Deloitte & Touche as the
Companys independent registered public accounting firm
(the years ended December 31, 2006 and 2007), there were no
disagreements with Deloitte & Touche on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope and procedure which, if not
resolved to the satisfaction of Deloitte & Touche,
would have caused it to make reference to the matter in their
report.
There were no reportable events as that term is
described in Item 304(a) (1)(v) of
Regulation S-K.
The Company provided Deloitte & Touche with a copy of
the foregoing disclosures and requested Deloitte &
Touche to furnish a letter addressed to the Securities and
Exchange Commission stating whether it agreed with the above
statements. A copy of that letter, dated April 3, 2008, is
filed as Exhibit 16 to the Companys
Form 8-K.
The Company engaged Holtz Rubenstein as its new independent
registered public accounting firm effective April 1, 2008.
During the two most recent fiscal years and through
April 1, 2008, the Company did not consult with Holtz
Rubenstein concerning the Companys financial statements,
including the application of accounting principles to a
specified transaction (proposed or completed) or the type of
audit opinion that might be rendered on the Companys
financial statements or any matter that was either the subject
of a disagreement or reportable event
11
(as such terms are defined in Item 304 of
Regulation S-K)
with the previous independent registered public accounting firm.
Audit
Fees
The following table presents fees billed for professional
services rendered by Holtz Rubenstein for the audit of the
Companys financial statements for the fiscal year ended
December 31, 2008 and fees for other services rendered by
Holtz Rubenstein during that period.
|
|
|
|
|
|
|
2008
|
|
|
Audit Fees(a)
|
|
$
|
135,000
|
|
Audit-Related Fees(b)
|
|
|
38,100
|
|
Tax Fees(c)
|
|
|
21,000
|
|
|
|
|
|
|
Total
|
|
$
|
194,100
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Fees for audit services for 2008 consisted of the audit of the
Companys annual consolidated financial statements and
review of the Companys quarterly financial statements.
|
|
(b)
|
|
Fees for audit related services for 2008 consisted of audits of
the Companys wholly-owned subsidiaries and research into
various accounting
issues. .
|
|
(c)
|
|
Tax fees for 2008 consisted of Federal, state and local income
tax return assistance and REIT compliance
testing. .
|
Holtz Rubenstein did not perform any services or receive any
fees for the fiscal year ended December 31, 2007.
Representatives of Holtz Rubenstein are expected to be present
at the Companys Annual Meeting and will be given an
opportunity to make a statement and be available to respond to
appropriate questions from holders of the Companys common
stock.
The following table presents fees billed for professional
services rendered by Deloitte & Touche, the member
firms of Deloitte Touche Tohmatsu, and their respective
affiliates for the audit of the Companys financial
statements for the fiscal year ended December 31, 2007.
|
|
|
|
|
|
|
2007
|
|
|
Audit Fees(a)
|
|
$
|
330,000
|
|
Audit-Related Fees(b)
|
|
|
29,100
|
|
Tax Fees(c)
|
|
|
30,950
|
|
|
|
|
|
|
Total
|
|
$
|
390,050
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Fees for audit services for 2007 consisted of the audit of the
Companys annual financial statements, reviews of the
Companys quarterly financial statements, and assistance
with Securities and Exchange Commission matters.
|
|
(b)
|
|
Fees for audit-related services for 2007 consisted of three
audits of the Companys wholly-owned subsidiaries in such
year.
|
|
(c)
|
|
Fees for tax services for 2007 consisted of tax compliance
services. Tax compliance services are services rendered based
upon facts already in existence or transactions that have
already occurred to document, compute, and obtain government
approval for amounts to be included in tax filings and consisted
of Federal, state and local income tax return assistance and
REIT compliance testing.
|
All audit-related services, tax services and other services were
pre-approved by the audit committee, which concluded that the
provision of those services by Deloitte & Touche was
compatible with the maintenance of Deloitte &
Touches independence in the conduct of its auditing
functions.
12
Policy on
Pre-Approval of Independent Registered Public Accounting
Firm
The Audit Committee is responsible for appointing, setting
compensation and overseeing the work of the independent
registered public accounting firm. The Audit Committee has
established a policy regarding pre-approval of all audit and
non-audit services provided by our Companys independent
registered public accounting firm.
On an on-going basis, management communicates specific projects
and categories of service for which the advance approval of the
Audit Committee is requested. The Audit Committee reviews these
requests and advises management if the Audit Committee approves
the engagement of the independent registered public accounting
firm. The Audit Committee may also delegate the ability to
pre-approve audit and permitted non-audit services to one or
more of its members, provided that any pre-approvals are
reported to the Audit Committee at its next regularly scheduled
meeting.
OTHER
MATTERS
Householding
Some brokerage firms have instituted householding. If you and
members of your household have multiple accounts holding shares
of the Companys common stock, you may have received
householding notification from your broker. Please contact your
broker directly if you have questions, require additional copies
of this Proxy Statement or our 2008 Annual Report, or wish to
receive separate copies of any annual report and proxy statement
in the future, or wish to revoke your decision to household.
These options are available to you at any time.
Proposals
for 2010 Annual Meeting of Stockholders
Stockholder proposals pursuant to
Rule 14a-8
under the Securities and Exchange Act of 1934 for the 2010
Annual Meeting of Stockholders must be received by the Secretary
at the corporate offices of Presidential, 180 South Broadway,
White Plains, New York 10605, no later than December 30,
2009 for inclusion in the Proxy Statement for the 2010 Annual
Meeting of Stockholders. In order for proposals of stockholders
made outside of
Rule 14a-8
under the Exchange Act to be considered timely
within the meaning of
Rule 14a-4(c)
under the Exchange Act, such proposals must be received by the
Company by March 13, 2010.
Cost of
Solicitation
The cost of soliciting proxies in the accompanying forms has
been or will be borne by the Company. In addition to
solicitation by mail, solicitations may be made by telephone
calls by existing employees of the Company.
Other
At the date of this Proxy Statement, the only proposals that
Management intends to present at the Annual Meeting are those
set forth in the Notice of the Annual Meeting of Stockholders.
Management knows of no other matter which may come before the
Annual Meeting, but if any other matters properly come before
the meeting, it is intended that proxies in the accompanying
forms will be voted thereon in accordance with the judgment of
the person or persons voting the proxies.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL
MEETING. IF YOU ARE UNABLE TO BE PRESENT IN PERSON, YOU ARE
REQUESTED TO SIGN THE ENCLOSED PROXY OR PROXIES AND RETURN SAME
IN THE ENCLOSED STAMPED AND ADDRESSED ENVELOPE AS PROMPTLY AS
POSSIBLE.
A STOCKHOLDER EXECUTING AND RETURNING A PROXY HAS THE POWER
TO REVOKE IT AT ANY TIME BEFORE IT IS VOTED BY GIVING WRITTEN
NOTICE TO THE SECRETARY OF THE COMPANY, BY SUBMISSION OF ANOTHER
PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING
AND REQUESTING TO VOTE IN PERSON.
April 27, 2009
13
|
|
As
amended March 25, 2009
|
Exhibit A
|
AUDIT
COMMITTEE CHARTER
OF
PRESIDENTIAL REALTY CORPORATION
PURPOSES, AUTHORITY & FUNDING
The Audit Committee (the
Committee
) of the
Board of Directors (the
Board
) of
Presidential Realty Corporation, a Delaware corporation (the
Company
), is appointed by the Board for the
purpose of overseeing the Companys accounting and
financial reporting processes and the audits of the
Companys financial statements. In so doing, the Committee
shall endeavor to maintain free and open communication among the
Companys directors, independent auditor and financial
management.
The Committee shall have the authority to retain independent
legal, accounting or other advisers as it determines necessary
to carry out its duties and, if necessary, to institute special
investigations. The Committee may request any officer or
employee of the Company, or the Companys outside counsel
or independent auditor, to attend a meeting of the Committee or
to meet with any members of, or consultants to, the Committee.
Further, the Committee may request any such officer, employee,
outside counsel or independent auditor to provide any pertinent
information to the Committee or to any other person or entity
designated by the Committee.
The Company shall provide the Committee with appropriate
funding, as determined by the Committee in its capacity as a
committee of the Board, for the payments of:
(1) compensation to any registered public accounting firm
engaged for the purpose of preparing or issuing an audit report
or performing other audit, review or attest services for the
Company; (2) compensation to any independent advisers
retained by the Committee in carrying out its duties; and
(3) ordinary administrative expenses of the Committee that
are necessary or appropriate in carrying out its duties.
COMMITTEE
MEMBERSHIP
The members of the Committee (the
Members
)
shall be appointed by the Board and shall serve at the
discretion of the Board. The Committee shall consist of at least
three Members (unless the Company then satisfies the Small
Business Issuer exceptions provided in Section 801(h) and
Section 803 B(2)(c) of the Company Guide of the NYSE AMEX LLC
(the NYSE AMEX Company Guide), in which case the
Committee shall consist of at least two Members), each of which
shall be a member of the Board. The following membership
requirements shall also apply:
(i) each Member must be independent as defined
in (and subject to any available exceptions or exemptions
therein) Section 803A of the NYSE AMEX Company Guide;
(ii) each Member must meet the criteria for independence
set forth in
Rule 10A-3(b)(1)
promulgated under the Securities and Exchange Act of 1934, as
amended (the Act), subject to the exemptions
provided in
Rule 10A-3(c)
under the Act;
(iii) each Member must be able to read and understand
fundamental financial statements, including the Companys
balance sheet, income statement, and cash flow
statement; and
(iv) at least one Member must have past employment
experience in finance or accounting, requisite professional
certification in accounting, or other comparable experience or
background that results in such Members financial
sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with
financial oversight responsibilities.
Notwithstanding subparagraph (i) above, one director who:
(a) is not independent (as defined in Section 803A of the
NYSE AMEX Company Guide; (b) meets the criteria set forth
in Section 10A(m)(3) under the Act and the rules
promulgated thereunder; and (c) is not a current officer or
employee of the Company or Immediate Family Member (as defined
in the commentary to Section 803) of such an officer or
employee, may be appointed to the Committee if the Board, under
exceptional and limited circumstances, determines that
membership on the Committee by the individual is required by the
best interests of the Company and its stockholders, and the
Board discloses, in the Companys next annual proxy
statement subsequent to such determination, the nature of the
relationship and the reasons for that determination. A Member
appointed under the exception set forth in the
A-1
preceding sentence must not serve longer than two years and must
not serve as chairperson of the Committee. (This exception shall
not apply if the Company satisfies the Small Business Issuer
exception described above).
If a current Member of the Committee ceases to be independent
under the requirements of subparagraphs (i) and
(ii) above for reasons outside the Members reasonable
control, the affected Member may remain on the Committee until
the earlier of the Companys next annual stockholders
meeting or one year from the occurrence of the event that caused
the failure to comply with those requirements;
provided,
however
, that when relying on the exception set forth in
this sentence the Committee shall cause the Company to provide
notice to the Amex promptly upon learning of the event or
circumstance that caused the non-compliance. Further, if the
Committee fails to comply with the requirements set forth in
this Committee Membership section of the Charter due
to one vacancy on the Committee, and the cure period set forth
in the preceding sentence is not otherwise being relied upon for
another Member, the Company will have until the earlier of its
next annual stockholders meeting or one year from the
occurrence of the event that caused the failure to comply with
the requirements to rectify such non-compliance;
provided,
however,
that when relying on the exception set forth in
this sentence the Committee shall cause the Company to provide
notice to the Amex immediately upon learning of the event or
circumstance that caused the non-compliance.
DUTIES &
RESPONSIBILITIES
In fulfilling its purposes as stated in this Charter, the
Committee shall undertake the specific duties and
responsibilities listed below and such other duties and
responsibilities as the Board shall from time to time prescribe,
and shall have all powers necessary and proper to fulfill all
such duties and responsibilities. Subject to applicable Board
and stockholder approvals, the Committee shall:
Financial
Statement & Disclosure Matters
|
|
|
|
1.
|
Review the policies and procedures adopted by the Company to
fulfill its responsibilities regarding the fair and accurate
presentation of financial statements in accordance with
generally accepted accounting principles and applicable rules
and regulations of the Securities and Exchange Commission (the
SEC) and the NYSE AMEX;
|
|
|
2.
|
Oversee the Companys accounting and financial reporting
processes;
|
|
|
3.
|
Oversee audits of the Companys financial statements;
|
|
|
4.
|
Review and discuss reports from the Companys management or
independent auditor regarding: (a) all critical accounting
policies and practices to be used by the Company; (b) all
alternative treatments of financial information within generally
accepted accounting principles (GAAP) that have been
discussed with management, including 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;
|
|
|
5.
|
Review and discuss with management and the Companys
independent auditor the Companys financial statements
(including disclosures made under Managements
Discussion and Analysis of Financial Condition and Results of
Operations) prior to the filing with the SEC of any report
containing such financial statements;
|
|
|
6.
|
Review and discuss the Companys earnings press releases
(including type and presentation of information) prior to
release;
|
|
|
7.
|
If deemed appropriate, recommend to the Board that the
Companys audited financial statements be included in its
annual report on Form
10-K
for the
last fiscal year;
|
|
|
8.
|
Prepare and approve the report required by the rules of the SEC
to be included in the Companys annual proxy statement in
accordance with the requirements of Item 7(d)(3)(i) of
Schedule 14A and Item 306 of
Regulation S-B
(or S-K if then applicable);
|
Matters
Regarding Oversight of the Companys Independent
Auditor
|
|
|
|
9.
|
Be directly responsible, in its capacity as a committee of the
Board, for the appointment, compensation, retention and
oversight of the work of any registered public accounting firm
engaged (including resolution of
|
A-2
|
|
|
|
|
disagreements between management and the auditor regarding
financial reporting) for the purpose of preparing or issuing an
audit report or performing other audit, review or attest
services for the Company, and each such registered public
accounting firm shall report directly to the Committee;
|
|
|
10.
|
Receive and review a formal written statement from the
Companys independent auditor delineating all relationships
between the independent auditor and the Company, consistent with
the applicable requirements of the PCAOB;
|
|
11.
|
Actively engage in a dialogue with the Companys
independent auditor with respect to any disclosed relationship
or service that may impact the objectivity and independence of
the independent auditor;
|
|
12.
|
Take, or recommend that the Board take, appropriate action to
oversee and ensure the independence of the Companys
independent auditor;
|
|
13.
|
Review and approve any hiring of employees and former employees
of the Companys independent auditor;
|
|
14.
|
Establish policies and procedures for review and pre-approval by
the Committee of all audit services and permissible non-audit
services (including the fees and terms thereof) to be performed
by the Companys independent auditor, with exceptions
provided for
de minimis
amounts under certain
circumstances as permitted by law;
provided, however
,
that: (a) the Committee may delegate to one or more Members
the authority to grant such pre-approvals if the pre-approval
decisions of any such delegate Member(s) are presented to the
Committee at its next-scheduled meeting; and (b) all
approvals of non-audit services to be performed by the
independent auditor must be disclosed in the Companys
applicable periodic reports;
|
|
15.
|
Discuss with the Companys independent auditor the matters
required to be discussed by Statement on Auditing Standards
No. 61, as may be modified or supplemented, relating to the
conduct of the audit and any major changes to the Companys
auditing and accounting principles and practices;
|
|
16.
|
Review with the Companys independent auditor any audit
problems, difficulties or disagreements with management that the
independent auditor may have encountered, as well as any
management letter provided by the independent auditor and the
Companys response to that letter, including a review of
any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access
to required information;
|
|
17.
|
Oversee the rotation of the lead (or coordinating) audit partner
of the Companys independent auditor having primary
responsibility for the audit and the audit partner responsible
for reviewing the audit at least every five years;
|
Matters
Regarding Oversight of the Companys Internal Audit
Function
|
|
18.
|
Establish policies and procedures for evaluating the adequacy
and effectiveness of internal controls that could significantly
affect the Companys financial statements, including the
retention of any third party providers, as well as the adequacy
and effectiveness of the Companys disclosure controls and
procedures and managements reports thereon;
|
|
19.
|
Review and approve the appointment of, and any replacement of,
any third party provider to perform any internal audit
procedures;
|
|
20.
|
Review and discuss any reports prepared in connection with any
internal audit;
|
Matters
Regarding Oversight of Compliance Responsibilities
|
|
21.
|
Establish procedures for: (a) the receipt, retention and
treatment of complaints received by the Company regarding
accounting, internal accounting controls, or auditing matters;
and (b) the confidential, anonymous submission by employees
of the Company of concerns regarding questionable accounting or
auditing matters;
|
|
22.
|
Review all related party transactions for potential conflict of
interest situations on an ongoing basis and approve all such
transactions (if such transactions are not approved by another
independent body of the Board);
|
|
23.
|
Review and address any concerns regarding potentially illegal
actions raised by the Companys independent auditor
pursuant to Section 10A(b) of the Act, and cause the
Company to inform the SEC of any report issued by the
Companys independent auditor to the Board regarding such
conduct pursuant to
Rule 10A-1
under the Act;
|
|
24.
|
Obtain from the Companys independent auditor assurance
that it has complied with Section 10A of the Act;
|
A-3
Additional
Duties & Responsibilities
|
|
25.
|
Review and reassess the adequacy of this Charter annually;
|
|
26.
|
Review and assess the performance and effectiveness of the
Committee at least annually;
|
|
27.
|
Report regularly to the Board with respect to the
Committees activities and make recommendations as
appropriate;
|
|
28.
|
Review with the Companys outside counsel any legal matters
that may have a material impact on the financial statements, the
Companys compliance policies and any material reports or
inquiries received from regulators or governmental
agencies; and
|
|
29.
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Take any other actions that the Committee deems necessary or
proper to fulfill the purposes and intent of this Charter.
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While the Committee has the responsibilities, duties and powers
set forth in this Charter, it is not the duty of the Committee
to plan or conduct audits or to determine that the
Companys financial statements are complete and accurate
and are in accordance with generally accepted accounting
principles. Rather, those duties are the responsibility of
management and the independent auditor.
Nothing contained in this Charter is intended to alter or impair
the operation of the business judgment rule as
interpreted by the courts under the Delaware General Corporation
Law. Further, nothing contained in this Charter is intended to
alter or impair the right of the Members to rely, in discharging
their duties and responsibilities, on the records of the Company
and on other information presented to the Committee, Board or
Company by its officers or employees or by outside experts and
advisers such as the Companys independent auditor.
STRUCTURE &
MEETINGS
The Committee shall conduct its business and meetings in
accordance with this Charter, the Companys bylaws and any
direction set forth by the Board. The chairperson of the
Committee shall be designated by the Board or, in the absence of
such a designation, by a majority of the Members. The designated
chairperson shall preside at each meeting of the Committee and,
in consultation with the other Members, shall set the frequency
and length of each meeting and the agenda of items to be
addressed at each meeting. In the absence of the designated
chairperson at any meeting of the Committee, the Members present
at such meeting shall designate a chairperson pro tem to serve
in that capacity for the purposes of such meeting (not to
include any adjournment thereof) by majority vote. The
chairperson (other than a chairperson pro tem) shall ensure that
the agenda for each meeting is distributed to each Member in
advance of the applicable meeting.
The Committee shall meet as often as it determines to be
necessary and appropriate, but not less than quarterly each
year. The Committee may establish its own schedule, provided
that it shall provide such schedule to the Board in advance. The
chairperson of the Committee or a majority of the Members may
call special meetings of the Committee upon notice as is
required for special meetings of the Board in accordance with
the Companys bylaws. A majority of the appointed Members,
but not less than two Members, shall constitute a quorum for the
transaction of business. Members may participate in a meeting
through use of conference telephone or similar communications
equipment, so long as all Members participating in such meeting
can hear one another, and such participation shall constitute
presence in person at such meeting.
The Committee may meet with any person or entity in executive
session as desired by the Committee. The Committee shall meet
with the Companys independent auditors, at such times as
the Committee deems appropriate, to review the independent
auditors examination and management report.
Unless the Committee by resolution determines otherwise, any
action required or permitted to be taken by the Committee may be
taken without a meeting if all Members consent thereto in
writing and the writing or writings are filed with the minutes
of the proceedings of the Committee. The Committee may form and
delegate authority to subcommittees when appropriate.
MINUTES
The Committee shall maintain written minutes of its meetings,
which minutes shall be filed with the minutes of the meetings of
the Board.
A-4
Exhibit B
PRESIDENTIAL
REALTY CORPORATION
AUDIT
COMMITTEE REPORT
In accordance with its written charter adopted by the Board of
Directors (Board), the Audit Committee of the Board (Committee)
assists the Board in fulfilling its responsibility for oversight
of the quality and integrity of the accounting, auditing and
financial reporting practices of the Company. During fiscal year
2008, the Committee met four times and discussed the interim
financial information contained in each quarterly earnings
announcement with the Chief Executive Officer, Chief Financial
Officer, Treasurer and independent registered public accounting
firm prior to public release.
In discharging its oversight responsibility as to the audit
process, the Committee obtained from Holtz Rubenstein Reminick,
the Companys independent registered public accounting
firm, a formal written statement confirming that as of
March 31, 2009 the accounting firm was independent of the
Company in compliance with PCAOB Rule 3526 and within the
meaning of the federal securities laws administered by the
Securities and Exchange Commission, discussed with the auditors
any relationships that may impact their objectivity and
independence and satisfied itself as to such firms
independence. The Committee also discussed with management and
the independent registered public accounting firm the quality
and adequacy of the Companys internal controls and
reviewed with the independent registered public accounting firm
their audit scope and identification of audit risks.
The Committee discussed and reviewed with the independent
registered public accounting firm all communications required by
generally accepted auditing standards, including those described
in Statement on Auditing Standards No. 61, as amended,
Communication with Audit Committees and, with and
without management present, discussed and reviewed the results
of the independent registered public accounting firms
examination of the Companys financial statements.
The Committee reviewed the audited financial statements of the
Company as of and for the fiscal year ended December 31,
2008, with management and the independent registered public
accounting firm. Management has the responsibility for the
preparation of the Companys financial statements and the
independent registered public accounting firm has the
responsibility for the examination of those statements.
Based on the above-mentioned review and discussions with
management and the independent registered public accounting
firm, the Committee recommended to the Board that the
Companys audited financial statements be included in its
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008, for filing
with the Securities and Exchange Commission.
Richard Brandt, Chairman
Mortimer Caplin
Robert Feder
Date: March 25, 2009
B-1
VOTE BY INTERNET www.proxyvote.com Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting
date. Have your proxy card in hand when you access the web site and follow the instructions to
obtain your records and to create an electronic voting instruction form. PRESIDENTIAL REALTY
CORPORATION 180 SOUTH BROADWAY Electronic Delivery of Future PROXY MATERIALS WHITE PLAINS, NY 10605
If you would like to reduce the costs incurred by Presidential Realty Corporation in ATTN:
ELIZABETH DELGADO mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up
for electronic delivery, please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access proxy materials electronically in future
years. VOTE BY PHONE 1-800-690-6903 Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card
in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy
card and return it in the postage-paid envelope we have provided or return it to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK
INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY
CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All To withhold authority to vote for
any All All Except individual nominee(s), mark For All Except and write the number(s) of the The
Board of Directors recommends that you nominee(s) on the line below. vote FOR the following: 1.
Election of Directors 0 0 0 Nominees 03 Robert Feder 04 Jeffrey F. Joseph 05 Thomas Viertel 06
Steven Baruch NOTE: Such other business as may properly come before the meeting or any adjournment
thereof. Yes No R2.09.03.17 Please indicate if you plan to attend this meeting 0 0 1 Please sign
exactly as your name(s) appear(s) hereon. When signing as 0000022791 attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature
(Joint Owners) Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual
Report, Notice & Proxy Statement is/ are available at www.proxyvote.com . PRESIDENTIAL REALTY
CORPORATION 180 SOUTH BROADWAY, WHITE PLAINS, NEW YORK 10605 MANAGEMENT PROXY The undersigned
hereby appoints JEFFREY F. JOSEPH and THOMAS VIERTEL, as Proxies, each with the power to appoint
his substitute, and hereby authorizes them to appear and vote all of the shares of Class B stock
standing in the name of the undersigned on April 21, 2009, at the Annual Meeting of Stockholders of
Presidential Realty Corporation to be held at the Marriott Residence Inn, 5 Barker Avenue, White
Plains, New York, on June 15, 2009 at 2:00 P.M., New York time, and at any and all adjournments
thereof, and the undersigned hereby instructs said attorneys to vote as designated on reverse: THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS R2.09.03.17 2 0000022791 (CONTINUED AND TO
BE SIGNED AND DATED ON REVERSE SIDE)
|
VOTE BY INTERNET www.proxyvote.com Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting
date. Have your proxy card in hand when you access the web site and follow the instructions to
obtain your records and to create an electronic voting instruction form. PRESIDENTIAL REALTY
CORPORATION 180 SOUTH BROADWAY Electronic Delivery of Future PROXY MATERIALS WHITE PLAINS, NY 10605
If you would like to reduce the costs incurred by Presidential Realty Corporation in ATTN:
ELIZABETH DELGADO mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up
for electronic delivery, please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access proxy materials electronically in future
years. VOTE BY PHONE 1-800-690-6903 Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card
in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy
card and return it in the postage-paid envelope we have provided or return it to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK
INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY
CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All To withhold authority to vote for
any All All Except individual nominee(s), mark For All Except and write the number(s) of the The
Board of Directors recommends that you nominee(s) on the line below. vote FOR the following: 1.
Election of Directors 0 0 0 Nominees 01 Richard Brandt 02 Mortimer M. Caplin NOTE: Such other
business as may properly come before the meeting or any adjournment thereof. Yes No R2.09.03.17
Please indicate if you plan to attend this meeting 0 0 1 Please sign exactly as your name(s)
appear(s) hereon. When signing as 0000022790 attorney, executor, administrator, or other fiduciary,
please give full title as such. Joint owners should each sign personally. All holders must sign. If
a corporation or partnership, please sign in full corporate or partnership name, by authorized
officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual
Report, Notice & Proxy Statement is/ are available at www.proxyvote.com . PRESIDENTIAL REALTY
CORPORATION 180 SOUTH BROADWAY, WHITE PLAINS, NEW YORK 10605 MANAGEMENT PROXY The undersigned
hereby appoints JEFFREY F. JOSEPH and THOMAS VIERTEL, as Proxies, each with the power to appoint
his substitute, and hereby authorizes them to appear and vote all of the shares of Class B stock
standing in the name of the undersigned on April 21, 2009, at the Annual Meeting of Stockholders of
Presidential Realty Corporation to be held at the Marriott Residence Inn, 5 Barker Avenue, White
Plains, New York, on June 15, 2009 at 2:00 P.M., New York time, and at any and all adjournments
thereof, and the undersigned hereby instructs said attorneys to vote as designated on reverse: THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS R2.09.03.17 2 0000022790 (CONTINUED AND TO
BE SIGNED AND DATED ON REVERSE SIDE)
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