Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Alexanders Inc. - Form 10-K405 67 299K
2: EX-10.IA3 Third Amend to Limited Partnership 86 197K
3: EX-10.IC Credit Agreement, Vornado Lending Corp. 59 191K
4: EX-10.ID Credit Agreement, First Fidelity Bank 60 198K
5: EX-10.IE Building Loan Agreement 66 237K
6: EX-10.IF Project Loan Agreement 11 35K
7: EX-10.IG2 Extension Agmt. to the Real Estate Retention Agmt. 2 11K
11: EX-10.IIA12A Agreement of Lease, Company and Marshalls 92 351K
12: EX-10.IIA12B Guaranty, Company and Marshalls of Richfield 4 18K
8: EX-10.IIA4 Amendment to Lease 10 32K
9: EX-10.IIA7B First Amendment to the Lease for Fordham Road 3 14K
10: EX-10.IIA8B First Amendment to Sublease for Roosevelt Avenue 3 14K
13: EX-10.IIIA Employment Agreement, Brian M. Kurtz 6 32K
14: EX-10.IIIB Employment Agreement, Stephen Mann 5 22K
15: EX-21 Subsidiaries of Registrant 1 8K
16: EX-27 Financial Data Schedule 1 10K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission file number: 1-6064
ALEXANDER'S, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 51-01-00517
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31 West 34th Street, New York, New York 10001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 760-9500
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which registered
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Common Stock, $1 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
The aggregate market value of the common stock held by
non-affiliates of the Registrant (based upon the closing price of the stock on
the New York Stock Exchange on March 16, 1995 was approximately $112,038,000.
Exhibit Index is located on Page 37.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes X No
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5,000,850 shares of the Registrant's common stock, par value
$1 per share, were outstanding as of March 16, 1995.
DOCUMENTS INCORPORATED BY REFERENCE:
The portions of Proxy Statement for Annual Meeting of
Shareholders to be held May 25, 1995 are incorporated by reference in Part III
hereof.
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Table of Contents
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Item PAGE
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PART I. 1. Business 4
2. Properties 18
3. Legal Proceedings 19
4. Submission of Matters to a Vote of Security Holders 19
Executive Officers of the Company (2) 20
PART II. 5. Market for Registrant's Common
Equity and Related Stockholder Matters 21
6. Selected Financial Data 22
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 23
8. Financial Statements and Supplementary Data 27
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 27
PART III. 10. Directors and Executive Officers of the Registrant (1)
11. Executive Compensation (1)
12. Security Ownership of Certain (1)
Beneficial Owners and Management
13. Certain Relationships and Related Transactions (1)
PART IV. 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K 30
SIGNATURES
(1) These items are omitted because the Company will file a definitive
Proxy Statement pursuant to Regulation 14A involving the election of directors
with the Securities and Exchange Commission not later than 120 days after
December 31, 1994.
(2) Information relating to Executive Officers of the Registrant appears
on page 20 of this Annual Report on Form 10-K.
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PART I
Item 1. Business
GENERAL
Alexander's, Inc. ("Alexander's") is a Delaware corporation
whose earliest predecessor corporation was organized in 1928. Unless otherwise
required by the context, Alexander's and its consolidated subsidiaries are
referred to herein as the "Company".
On May 15, 1992 (the "Petition Date"), Alexander's and
sixteen of its subsidiaries filed petitions for relief (the "Bankruptcy Cases")
under chapter 11 of the United States Bankruptcy Code, 11 U.S.C. Sections
101 et seq. (the "Bankruptcy Code") in the United States Bankruptcy
Court for the Southern District of New York (the "Bankruptcy Court"). On May
14, 1993, the Company filed a Joint Plan of Reorganization (as amended and
restated on July 21, 1993, and modified thereafter, the "Plan"), which allowed
the Company to emerge from bankruptcy and continue operating as a real estate
company. On September 21, 1993 (the "Confirmation Date"), the Bankruptcy Court
confirmed the Plan, which provided for general unsecured creditors of the
Company to receive cash in full for their allowed claims, together with
interest on such claims, upon the successful effectuation of the Plan.
On March 1, 1995, the Bankruptcy Court approved a $75
million secured financing, a portion of the proceeds from which were to pay the
balance due and owing to the holders of allowed general unsecured claims. On
March 15, 1995, the Company paid holders of allowed general unsecured claims in
full, together with accrued interest in respect of their claims. Such payments
aggregated $24 million. The Official Committee of Unsecured Creditors has been
dissolved and all secured and unsecured creditors having allowed claims in the
Bankruptcy Court cases have received the cash payments or debt instruments
contemplated to be delivered to them under the Plan. The Bankruptcy Court has
retained jurisdiction to resolve the remaining disputed claims and for other
limited purposes.
Prior to the Petition Date, the Company engaged in the
retail department store business in the New York metropolitan area. The
Company has terminated its retail business activities and is now exclusively
engaged in the real estate business, which includes leasing, managing,
developing and redeveloping real estate properties, focusing primarily on the
properties where its department stores were formerly located. The Company
intends to focus on maximizing the value of its seven properties located in New
York City and New Jersey, all of which are former Alexander's store locations
and its interests in the Kings Plaza Shopping Center (as defined below). The
Company believes that its properties offer advantageous retail opportunities,
principally because of their size and location in the densely populated New
York City metropolitan area where comparable store sites are not readily
available.
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The Company seeks to increase its income and property values
by strategically renovating, expanding and developing its properties. In
general, the Company's strategy is to lease each of its properties, under
long-term (generally 20 years or longer) leases which provide the Company with
fixed rents and also with periodic rent step-ups (generally every five years),
to large-space users, typically national or large regional retailers. These
leases generally require the tenant to pay for or reimburse the Company for
common area charges (including roof and structure), real estate taxes,
insurance costs and certain capital expenditures. The Company anticipates that
it will take several years to develop and lease certain of its existing
Redevelopment Properties (as defined below) and does not currently intend to
acquire additional properties.
The Company's ability to operate as a viable real estate
company will depend on the successful completion of the development and leasing
of a substantial portion of its existing properties, which is a material factor
in the Company's ability to meet its debt service requirements.
Three of the Company's properties are 100% leased and the
Kings Plaza Mall (as defined below) is 90% occupied (the "Completed
Properties") and four properties are in the process of development (the
"Redevelopment Properties"). Two of the Redevelopment Properties have been
substantially pre-leased pending completion of certain improvements prior to
occupancy by the tenants and the Company is in discussions with prospective
tenants for the remaining two Redevelopment Properties. The Company's Kings
Plaza property consists of the Company's 50% interest in the Kings Plaza Mall,
a Completed Property, as well as the Company's former anchor store, a
Redevelopment Property. Upon completion of the development of the Redevelopment
Properties as currently contemplated, the Company estimates that its properties
(other than the Lexington Avenue property) will have approximately 2.1 million
square feet of leasable space. The Company's major retail tenants include The
Caldor Corporation ("Caldor") and a subsidiary of Conway Stores Inc.
("Conway"). The major retail tenants with whom the Company currently has
signed leases that will commence upon completion of development of the
Redevelopment Properties include Sears, Roebuck & Company ("Sears"), Waban,
Inc., which owns and operates B.J.'s Wholesale Clubs ("B.J.'s Wholesale
Clubs"), Home Depot U.S.A., Inc. ("Home Depot"), Marshalls ("Marshalls") and
Caldor. See "Business -- Properties -- Paramus."
The Company intends to elect to be taxed as a real estate
investment trust ("REIT") under sections 856 through 860 of the Internal
Revenue Code of 1986, as amended (the "Code"), effective for the taxable year
ended December 31, 1995. To qualify for taxation as a REIT, the Company must
meet various federal income tax law requirements. In general, a REIT that
distributes to its stockholders at least 95% of its taxable income for a
taxable year and that meets certain other conditions will not be taxed on
income distributed that year. If the Company fails to qualify as a REIT in any
taxable year, it will be subject to federal income tax (including any
applicable alternative minimum tax) on its taxable income at regular corporate
rates, and distributions to its stockholders in any year in which the Company
fails to so qualify
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will not be deductible by the Company in computing its taxable income, nor
generally will they be required to be made under the Code. See
"Business--Reconstitution as a REIT."
Effective March 2, 1995, the Company engaged Vornado Realty
Trust ("Vornado") to act for it in the management and direction of virtually
all of its business affairs pursuant to the Management and Development
Agreement between the Company and Vornado dated February 6, 1995 (the
"Management and Development Agreement"). Under the Management and Development
Agreement, the term of which is three years, Vornado will provide the Company
with strategic and day-to-day management services, including operation,
maintenance, management, design, planning, construction and development of the
Redevelopment Properties. In addition, pursuant to a Real Estate Retention
Agreement dated July 20, 1992 (the "Retention Agreement"), Vornado will
continue to act as the Company's exclusive leasing agent. See
"Business--Management." Pursuant to the Management and Development Agreement,
Steven Roth, a director of the Company and the Chairman and Chief Executive
Officer of Vornado, a New York Stock Exchange listed real estate investment
trust and an affiliate of the Company, became the Chief Executive Officer of
the Company on March 2, 1995.
Vornado is a fully integrated real estate company with
significant experience in the ownership, development, redevelopment, leasing,
operation and management of retail and industrial properties. As of December
31, 1994, Vornado owned fifty-six shopping centers, eight warehouse/industrial
properties and one office building, containing 11.6 million square feet, in the
aggregate, primarily located in the Midatlantic and Northeast regions of the
United States. In the early 1980's, Mr. Roth and the present management of
Vornado converted its Two Guys discount department store chain into a full
service real estate company. The Company seeks to capitalize on Vornado's
extensive real estate expertise and relationships with numerous retail tenants
to successfully develop or redevelop the Company's Redevelopment Properties and
lease all of its properties. As of March 2, 1995, Mr. Roth, Interstate
Properties ("Interstate"), a New Jersey general partnership of which Mr. Roth
is the managing general partner, and Vornado owned in the aggregate 56.4% of
the outstanding shares of common stock of the Company (the "Common Shares").
Mr. Roth owns 4.1% of Vornado and Vornado owns 29.3% of the Company's Common
Shares. Mr. Roth, Interstate and the other two general partners of Interstate
own, in the aggregate, 36.6% of the outstanding common shares of beneficial
interest of Vornado. See "Security Ownership of Certain Beneficial Owners and
Management" for a description of the beneficial ownership of the Company's
Common Shares.
The Company's principal executive and administrative office
facilities are located at 31 West 34th Street, New York, New York.
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PROPERTIES
The Company's properties are all located in mature, densely
populated areas in New York City and Paramus, New Jersey. These properties are
former Alexander's department store locations, ranging in size from
approximately 170,000 to 590,000 square feet of retail space. The Company
believes that its properties offer advantageous retail opportunities,
principally because of their size and location in the densely populated New
York metropolitan area where comparable store sites are not readily available.
The following table shows the location, approximate size and
leasing status as of March 31, 1995 of each of the Company's properties.
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APPROXIMATE
BUILDING
PROPERTY OWNERSHIP SQUARE FOOTAGE(1) LEASING STATUS
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COMPLETED PROPERTIES
Fordham Road Owned 303,000 100% leased to Caldor.
Bronx, NY
Flushing Leased(2) 177,000 100% subleased to Caldor.
Queens, NY
Third Avenue Owned 173,000 100% leased to a subsidiary of Conway.
Bronx, NY
Kings Plaza Mall 50% Owned 427,000(3) 90% occupied by approximately 120
Brooklyn, NY tenants.
REDEVELOPMENT PROPERTIES
Rego Park Owned (a) 359,000 (a) One square block 100% leased to
Queens, NY Sears, Caldor and Marshalls. Rents
expected to commence by March 1,
1996.(4)
(b) Not (b) One and one-half square blocks of
applicable vacant land currently zoned residential
including one-half square block having
a retail zoning overlay.
Paramus Owned(5) -- Ground leases executed with Home Depot
Paramus, NJ and B.J.'s Wholesale Clubs subject to
certain conditions which are not likely
to be met if the proposed condemnation
discussed in Note 5 occurs.(4)
Kings Plaza Owned 320,000 Discussions with potential tenants.
Store
Brooklyn, NY
Lexington Avenue 92.36% Owned(6) 591,000(7) Discussions with potential tenants.
New York, NY
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(1) Excludes parking garages.
(2) Leased to the Company through January 2027.
(3) Excludes approximately 150,000 square feet of enclosed, common area space.
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(4) The commencement of the leases is subject to certain conditions, including
the construction of certain improvements. See "Business--Properties."
(5) The Company has entered into ground leases pursuant to which Home Depot
and B.J.'s Wholesale Clubs would each construct a building containing
approximately 150,000 and 116,000 square feet, respectively. The
commencement of the ground leases with respect to the Paramus property is
subject to certain conditions, including the receipt of certain government
approvals, the demolition of the existing building and the completion of
site work. In addition, the Company intends to construct a third building
containing approximately 87,000 square feet on the property which will
require the receipt of certain government approvals. The State of New
Jersey has notified the Company of its intention to condemn a portion of
the Paramus property and has conducted an appraisal, the results of which
have not yet been communicated to the Company. If the condemnation
occurs, the Company will be required to change its development plans and
Home Depot and B.J.'s Wholesale Clubs will not be obligated under their
current leases. The Company is considering alternative development plans
and the time and cost to develop the Paramus property may materially
increase.
(6) The Lexington Avenue property is owned by Seven Thirty One Limited
Partnership (the "Partnership"), of which a wholly owned subsidiary of the
Company (the "General Partner") is both the sole general partner and a
limited partner. The Company, which is also a limited partner, together
with the subsidiary own a 92.36% interest in the Partnership. The
remaining 7.64% partnership interests are owned by the 731 Limited
Partners as limited partners (as defined below). See
"Business--Properties--Lexington Avenue" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources--1995 Financings--731 Limited Partnership".
(7) The Lexington Avenue property is comprised of the Main Building containing
approximately 418,000 square feet and several smaller buildings containing
approximately 173,000 square feet.
Fordham Road
The Company owns the Fordham Road property which is located at
the intersection of Fordham Road and the Grand Concourse in the Bronx, New
York. The property includes a six-floor building containing approximately
303,000 square feet is located in the center of a shopping complex in one of
the busiest shopping areas of the Bronx.
The Company net leased the Fordham Road property to Caldor.
The lease commenced in April 1993 and expires in March 2013. It currently
provides for annual base rent per square foot of $11.67 and for percentage
rent. Caldor has invested a substantial amount in refurbishing the Fordham
Road store, including the installation of new heating and lighting systems,
escalators and elevators.
Flushing
The Flushing property is located on Roosevelt Avenue and Main
Street in the downtown, commercial section of Flushing, Queens. Roosevelt
Avenue and Main Street are active shopping districts with many national
retailers located in the area. A subway entrance is located directly in front
of the property with bus service across the street. It comprises a four-floor
building containing 177,000 square feet and a parking garage.
The Company leases the Flushing property from its owner under
a long-term lease. Under the lease, the Company is obligated to pay rent to
the owner of the Flushing property in the amount of $496,000 per year through
January 1997, $331,000 per year from January 1997 through 2007, $220,000 per
year from January 2007 through 2017 and $147,000 per year from January 2017
through January 2027.
The Company net subleased the Flushing property (other than
the portion currently being used as a parking garage) to Caldor. The lease
commenced in April 1993 and expires in
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January 2027. It currently provides for annual base rent per square foot of
$14.97 and for percentage rent.
The parking garage, which was not subleased to Caldor,
provides parking for approximately 343 cars and currently generates
approximately $135,000 of annual revenues (before expenses of approximately
$100,000).
Third Avenue
The Company owns the Third Avenue property, a four-floor
building and a small surface parking lot located at the intersection of Third
Avenue and 152nd Street in the Bronx, New York. The store is located in a
densely populated neighborhood.
The Third Avenue property is net leased to a subsidiary of
Conway, a New York area discount retailer. The lease commenced in May 1993 and
expires in April 2023. It currently provides for annual base rent per square
foot of $6.65.
Kings Plaza Shopping Center
The Kings Plaza Shopping Center and Marina (the "Kings Plaza
Shopping Center") comprises a two-level mall (the "Kings Plaza Mall" or the
"Mall") and two anchor stores. It contains approximately 1.1 million square
feet and occupies a 24.3-acre site at the intersection of Flatbush Avenue and
Avenue U located in Brooklyn, New York. Among its features are a marina, a
five-level parking structure and an energy plant that generates the shopping
center's electrical power. The Company owns one anchor store in the shopping
center of approximately 320,000 square feet, and an undivided one-half interest
in the Mall. The other anchor is a Macy's store.
Kings Plaza Mall. The Mall contains approximately 427,000
leasable square feet. As of December 31, 1994, 90% of the leasable area was
leased to approximately 120 tenants. The Mall is managed by Centercorp, Inc.
and Interstate Properties, through Vornado, is the leasing agent.
Kings Plaza Store. The Company's anchor store in the Kings
Plaza Shopping Center (the "Kings Plaza Store" or the "Store") is a four-floor
building containing approximately 320,000 square feet. Access to the store is
available from entrances on Flatbush Avenue and the parking lot and from
entrances on both levels of the Mall.
The Company is currently in discussions with several major
retailers to lease a large portion of the store. The Company is also currently
in discussions with retailers who lease large spaces with respect to the
remaining portion of the store. The Company may need to subdivide it, divide
the utilities and install elevators and escalators. The Company estimates that
the cost of these improvements will be as much as
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$10 million and that it will take from four to six months to complete the
improvements once development begins, depending on the number of tenants.
However, no assurance can be given that these improvements will be completed at
such cost or within such time frame.
Rego Park
The developed Rego Park property, which encompasses the entire
block fronting on Queens Boulevard and bounded by 63rd Road, 62nd Drive, 97th
Street and Junction Boulevard, is currently occupied by the Company's former
three-floor store and a surface parking lot.
The Company has leased to Sears the entire first floor and
approximately two-thirds of the second floor and has leased the entire third
floor to Caldor. The Company recently entered into a lease with Marshalls for
the remaining approximately one-third of the second floor. The leases with
Sears, Caldor and Marshalls are contingent upon the Company completing certain
improvements, including subdividing the building, refacing it and constructing
a multi-level parking structure (the "Rego Park Project"). When completed, the
parking structure will be operated for the benefit of the Company and will
provide pay parking spaces for approximately 1,100 vehicles and direct access
to each store. Construction commenced in December 1994.
The Company estimates that its construction costs for the Rego
Park Project will be approximately $33 million to $35 million including
approximately $3 million to transport and dispose of soil containing lead which
is being removed to complete the Project. There can be no assurance that the
Company's actual costs will not exceed its estimates.
The leases with Sears, Caldor and Marshalls are expected to
commence in March 1996. The leases with Sears and Caldor expire in December
2020 and the lease with Marshalls expires in April 2009.
There are two additional land parcels adjacent to the
developed Rego Park property. They are the entire square block bounded by the
Long Island Expressway, 97th Street, 62nd Drive and Junction Boulevard (the
"Back Lot"), and a smaller parcel of approximately one-half square block at the
intersection of 97th Street and the Long Island Expressway (the "Z Parcel").
Both parcels are currently zoned for residential use with the Z parcel having a
retail zoning overlay. Both parcels are being used for public pay parking.
The Company intends to continue to use these properties for paid parking while
it evaluates the feasibility of having these properties re-zoned for commercial
use.
Paramus
The Company owns 39.3 acres of land, including its former
store, located at the intersection of Routes 4 and 17 in Paramus, New Jersey.
Paramus is a retail destination for shoppers coming from northern New Jersey as
well as New York City. The Company's
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property is located directly across from the Garden State Plaza regional
shopping mall within two miles of three other regional shopping malls and
within 10 miles of New York City.
The Company intends to raze its former store building on the
Paramus property to allow for the possible construction of three new buildings.
Two of the buildings would be built by lessees under "pad" leases and the third
would be built by the Company.
The Company has entered into "pad" leases with Waban, Inc.,
pursuant to which B.J.'s Wholesale Clubs will construct a building containing
approximately 116,000 square feet of floor space and Home Depot, which will
construct a building containing approximately 150,000 square feet of floor
space. Under a "pad" lease, the lessee rents only the land (as opposed to the
land and building) and constructs its building at its own expense. Each of
these leases is conditioned upon the Company's receiving the government
approvals required for development, including demolishing the former
Alexander's store and completing site work at the property. The lease with
Home Depot will terminate if (i) the Company does not commence and prosecute
the demolition and site work required by the lease within six months after
obtaining the governmental approvals as set forth in the lease or (ii) if
Delivery of Possession (as defined in the lease) has not occurred by January
1996. The B.J.'s Wholesale Clubs lease will terminate if Delivery of
Possession (as defined in the lease) has not occurred within 545 days (plus up
to an additional 180 days upon certain contingencies) of obtaining government
approvals as set forth in the lease.
The Company estimates that it will cost approximately $15
million to $17 million to remove asbestos, demolish the building and make
certain other improvements to permit the development described above (the "Site
Work") and to construct a third building on the Paramus property containing
approximately 87,000 square feet. The Company intends to lease the 87,000
square foot building to retailers interested in leasing large spaces. Home
Depot will pay the Company $4 million of such Site Work costs and B.J.'s
Wholesale Clubs will pay its proportionate share (based on square footage) of
such Site Work costs which share is currently expected to be $3.5 million.
The Company has begun the process of obtaining the necessary
governmental approvals to develop the Paramus property and has submitted a site
plan application to the Planning Board of the Borough of Paramus (the
"Borough") for the development of such property. There can be no assurance,
however, that such governmental approvals will be obtained.
The New Jersey Department of Transportation (the "DOT") is
pursuing a plan to redesign the intersection of Routes 4 and 17 that would
utilize a portion of the Company's Paramus property which falls within the
right-of-way area identified for "preservation" on a map filed in accordance
with the New Jersey Alignment Preservation Statute. The Company believes that
the State is interested in acquiring, under its powers of eminent domain,
approximately 10 of the Company's 39 acres for such purpose. On October 12,
1994, the DOT formally notified the Borough that it was considering an
improvement in the alignment preservation area in which
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the Company's Paramus property is located and that the Borough could not issue
permits for work in such area pending DOT action. On December 1, 1994, the DOT
formally notified the Company that the DOT anticipates acquiring, agreeing to
acquire or commencing an action to condemn the Company's property within 120
days from the date of such notification (such period expiring on March 31,
1995).
The DOT has conducted an appraisal of the Paramus property,
the results of which have not yet been communicated to the Company. Once
appraisals are made available to the Company, the Company and the DOT will
commence negotiations to attempt to reach agreement on the fair market value of
that portion of the Company's Paramus property which is subject to taking or
condemnation. In the event that the Company and the DOT do not reach agreement
on the fair market value, a formal process will be initiated by the DOT,
pursuant to which, among other things, a group of independent commissioners
will be appointed by a court to determine fair market value.
On January 9, 1995, the Company requested that the Borough
reschedule the Company's site plan application hearings currently before the
Borough to April 1995, following the expiration of the 120-day period.
Provided that no condemnation proceeding has commenced before April 1995, the
Company will be free to complete its site plan application and recommence such
hearings.
If condemnation proceedings are commenced and the State of New
Jersey acquires a portion of the Paramus property, the Company will be required
to change its redevelopment plans, neither Home Depot nor B.J.'s Wholesale
Clubs will be obligated under their respective leases and the time and cost
required to develop the Paramus property may materially increase. The Company
would, however, be entitled to compensation from the State of New Jersey for
its loss of property and for damages, if any, in connection with that portion
of the property that has not been condemned. Based on the information
currently available, the Company cannot determine the ultimate effect that a
taking or condemnation, or any uncertainty with respect thereto, would have on
the use or development of the Paramus property or whether such effect will be
adverse to the Company.
Lexington Avenue
The Lexington Avenue property is situated in the heart of one
of Manhattan's busiest business and shopping districts with convenient access
to several subway and bus lines. The property is located across the street
from Bloomingdale's flagship store and only a few blocks away from both Fifth
Avenue and 57th Street, Manhattan's two major shopping thoroughfares. The
Company is currently planning to redevelop the property for retail,
residential, office or other commercial use, or a combination thereof, however,
no development decisions have been made.
As of December 31, 1994, the Company owned approximately an
82% interest in the Seven Thirty One Limited Partnership (the "Partnership"), a
limited partnership which
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Owns the Lexington Avenue property. This property comprises the entire square
block bounded by Lexington Avenue, East 59th Street, Third Avenue and East
58th Street. As of January 4, 1995, after the exercise of a $21.8 million put
to the Company (the payment for which was an interest bearing note), the
Company owns a 92.36% interest in the Partnership. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources -- 1995 Financings -- 731 Limited Partnership".
The Company believes that, along with a number of other
locations, a portion of the Lexington Avenue property is being considered by
the Port Authority of New York and New Jersey ("Port Authority") for the site
of the terminus for a rail link from midtown Manhattan to La Guardia and
Kennedy Airports. In June 1994, the Federal Aviation Administration ("FAA")
and the New York State Department of Transportation ("NYDOT") released a draft
environmental impact statement ("DEIS") and Section 4(f) Evaluation (the "DEIS
and Section 4(f) Evaluation") of the Port Authority's proposed rail link. On
December 15, 1994, the Company submitted a letter of comment and a report to
the U.S. Department of Transportation, FAA and the NYDOT on the DEIS and
Section 4(f) Evaluation pursuant to the period of public comment which
terminated on December 15, 1994. The Company expressed its opposition to the
consideration of a portion of the Lexington Avenue property for the site of the
terminus. Approval of numerous Federal, New York State and New York City
agencies are required before construction could begin. The Company does not
know whether the rail link terminus project will be undertaken or, if
undertaken, the timing of the project and whether the Lexington Avenue property
will be chosen as the site of the terminus.
If the project proceeds and the Port Authority selects a
portion of the Lexington Avenue property for such use and can establish that it
is needed to serve a public use, benefit or purpose, the Port Authority, after
conducting the requisite public hearings, may acquire such portion of the
Lexington Avenue property pursuant to its powers of eminent domain. The
Company has the right to appeal any such action by the Port Authority. If the
Port Authority prevails, the Company would be entitled to compensation for its
loss. Since the nature and scope of any plans being considered by the Port
Authority, and whether any such plans would ultimately affect the Lexington
Avenue property, cannot be fully assessed by the Company at this time, it is
impossible to determine the ultimate effect that a taking, or any uncertainty
with respect thereto, would have on the Company's use or development of the
Lexington Avenue property.
13
Base Rental Table
The table below presents the initial base rentals for the Fordham
Road, Flushing and Third Avenue properties.
[Download Table]
Year Ending TOTAL
December 31, AMOUNTS
------------ -------
1995 $ 7,287,000
1996 7,435,000
1997 7,467,000
1998 7,831,000
1999 7,876,000
Thereafter 185,430,000
As of March 30, 1995, the Company had not paid real estate
taxes that were due on its Rego Park, Lexington Avenue, Third Avenue and Kings
Plaza Store properties in the aggregate principal amount of approximately $5.9
million plus interest. During the first quarter of 1995, the Company entered
into separate In Rem Installment Agreements with the City of New York on its
Rego Park and Lexington Avenue properties which required the Company to make an
initial installment payment of 15% of all delinquent taxes plus interest on
each property calculated to the date of the respective installment agreements.
Thereafter, the Company is required to make equal quarterly installment
payments until all delinquent taxes and interest on each of these properties
are paid in full. On March 15, 1995, the Company entered into a 60-day escrow
agreement with a title company in the amount of approximately $7 million
representing both principal and interest owed on the unpaid real estate taxes
including the amounts owing under the In Rem Installment Agreements. The
escrow agreement established an interest bearing cash collateral account and
was funded from the proceeds of certain financings consummated in 1995.
The Company is pursuing real estate tax certiorari proceedings
that are pending before The City of New York on several of its properties,
some of which are properties where the real estate taxes remain unpaid.
Alexander's Department Stores of Valley Stream, Inc. ("ADS of
Valley Stream") is a party to a tax certiorari proceeding against The Board of
Assessors and The Board of Assessment Review of the County of Nassau (the
"Board") for overpayment of taxes on its former Valley Stream store property
during the assessment rolls for May 1, 1986 through May 1, 1992. On January
12, 1995, the Supreme Court of Nassau County, New York ruled that ADS of Valley
Stream is entitled to an assessment reduction which would result in a refund of
approximately $8.2 million, plus interest (currently, $1.3 million). The
Company has been informed by the Board that it intends to appeal the court's
decision.
14
MAJOR TENANTS
Revenues from the Caldor leases (Flushing and Fordham Road)
represent approximately 63% of the Company's consolidated revenues as of
December 31, 1994. Revenues from the Conway lease (Third Avenue) represent
approximately 13% of the Company's consolidated revenues as of December 31,
1994. The Company believes that the loss of either of these lessees would have
a material adverse effect on the Company.
MANAGEMENT
Pursuant to a Management and Development Agreement with Vornado
entered into on March 2, 1995 and approved by the Bankruptcy Court, Mr. Roth, a
director of the Company and the Chairman of the Board and Chief Executive
Officer of Vornado, became the Chief Executive Officer of the Company, and
Vornado agreed to provide the Company with strategic and day-to-day management
services and asset management services, including operation, maintenance,
management, design, planning, construction and development of the Company's
properties. Vornado has also agreed to continue to act as the Company's
exclusive leasing agent pursuant to the Retention Agreement entered into in
July l992, the term of which has been extended to be coterminous with the
Management and Development Agreement. Accordingly, the Company will depend
upon Vornado to manage and direct virtually all of its business affairs.
The fee payable by the Company to Vornado for services under
the Management and Development Agreement is $3 million per year, subject to
certain adjustments and includes the services of Mr. Roth as Chief Executive
Officer, for which he receives no other compensation from the Company. Although
Mr. Roth will provide all services normally associated with his position as
Chief Executive Officer of the Company to the extent not inconsistent with his
position at Vornado, he has or may have other business interests or
opportunities in connection with his interest in Vornado which may conflict or
compete with the business of the Company. The Company has also agreed to pay
Vornado a fee for the development work pursuant to the Management and
Development Agreement of 6% of development costs with a minimum guaranteed fee
of $1.65 million in the first year and $750,000 in each of the second and third
years.
The Management and Development Agreement may be terminated if
such Agreement adversely affects either the Company's or Vornado's REIT status
or, under certain circumstances, in the event of a change of control of
Vornado.
RECONSTITUTION AS A REIT
The Company intends to elect to be taxed as a real estate
investment trust ("REIT") under section 856 through 860 of the Internal Revenue
Code of 1986, as amended, effective for the taxable year ended December 31,
1995. In general, a REIT that distributes to its shareholders at least 95% of
its taxable income for a taxable year and that meets certain other
15
conditions will not be taxed on income distributed for that year. If the
Company fails to qualify as a REIT in any taxable year, it will be subject to
Federal income tax at regular corporate rates.
As of December 31, 1994, the Company had reported net operating
loss carryovers ("NOLs") of approximately $110 million of which approximately
$5 million, $52 million, $22 million, $15 million and $16 million expire in
2005, 2006, 2007, 2008 and 2009, respectively. The Company's NOLs generally
would be available to offset the amount of the Company's REIT taxable income
that otherwise would be required to be distributed to its stockholders. The
Company currently does not anticipate making any distributions during 1995.
To help maintain its eligibility to be taxed as a REIT and
reduce the risk of triggering limitations on the use of its existing NOLs, the
Company has included certain restrictions relating to the transfer and
ownership of its securities in its Amended and Restated Certificate of
Incorporation. Such restrictions are applicable even if a REIT election is not
made.
ENVIRONMENTAL MATTERS
Compliance with applicable provisions of federal, state and
local laws regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment have not had, and,
although there can be no assurance, are not expected to have, a material effect
on the Company's operations, earnings, competitive position or capital
expenditures. From July 1992 through December 31, 1994, the Company spent
approximately $3 million to comply with such laws, substantially all of which
relate to the removal of asbestos-containing material.
The Company is aware of the presence of asbestos-containing
materials at several of its properties and believes that it manages such
asbestos in accordance with applicable laws. The Company plans to abate or
remove such asbestos as appropriate.
In September 1993, the Company had Phase I environmental
assessments (which generally involve site and records inspection without soil
or groundwater sampling) performed by an environmental engineering firm on each
of its properties. The results of the assessment at the Kings Plaza property
show that certain adjacent properties owned by third parties have experienced
petroleum hydrocarbon contamination. Based on this assessment and additional
investigation of the Kings Plaza property and historical operations at the
site, the Company believes there is a potential for hydrocarbon contamination
on the Kings Plaza property. However, no contamination has been found on the
property to date.
The Company is currently building a parking structure and
certain additional improvements at the Rego Park property, and is currently in
the process of removing soil containing lead as part of this project. It is
anticipated that approximately $3 million will be spent for the transportation
and disposal of the soil, which is included in the estimate for the
construction costs for this property. See "Business -- Properties -- Rego
Park."
16
The Company believes that known and potential environmental
liabilities will not have a material adverse effect on the Company's business,
assets or results of operations. However, there can be no assurance that the
confirmation of the existence of contamination or the identification of
potential new areas of contamination would not be material to the Company.
COMPETITION
The Company conducts its real estate operations in the New York
metropolitan area, a highly competitive market. The Company's success depends
upon, among other factors, the trends of the national and local economies, the
financial condition and operating results of current and prospective tenants,
the availability and cost of capital, interest rates, construction and
renovation costs, income tax laws, governmental regulations and legislation,
population trends, the market for real estate properties in the New York
metropolitan area, zoning laws and the ability of the Company to lease,
sublease or sell its properties at profitable levels. The Company competes
with a large number of real estate property owners. In addition, although the
Company believes that it will realize significant value from its properties
over time, the Company anticipates that it may take a number of years before
all of its properties generate cash flow at or near anticipated levels. Its
success is also subject to its ability to finance its developments and to
refinance its debts as they come due.
EMPLOYEES
As of December 31, 1994, the Company had 13 employees. The
Company is analyzing its personnel requirements in connection with
its recently consummated management arrangement with Vornado.
17
Item 2. Properties
General
The table below shows the location and approximate size of each
of the Company's properties as of December 31, 1994. For additional
information regarding such properties see "Business--Properties".
[Enlarge/Download Table]
APPROXIMATE
APPROXIMATE BUILDING SQUARE
OWNED OR LAND SQUARE FOOTAGE/ DATE OF
LOCATION LEASED FOOTAGE/ACREAGE NUMBER OF FLOORS CONSTRUCTION
-------- ------ --------------- ---------------- ------------
Square block at East 92.36% Owned (1) 84,420 591,000/6 1965
59th Street & (1.9 acres)
Lexington Avenue
New York, New York
Kings Plaza Shopping
Center & Marina
Flatbush Avenue
Brooklyn, New York
Store: Owned(1) 1,056,645 320,000/4 1970
Mall: 50% Owned(1) (24.3 acres) 427,000/2 1970
63rd Road & Queens Owned(1) 496,016 359,000/3 1959
Blvd. (11.4 acres)
Rego Park, New York
Routes 4 & 17 Owned(1) 1,711,908 340,000/3 1962
Paramus, New Jersey (39.3 acres)
Fordham Road & Owned 67,590 303,000/5 1933
Grand Concourse (1.6 acres)
Bronx, New York
Third Ave. & 152nd Owned 60,451 173,000/4 1928
St. (1.4 acres)
Bronx, New York
Roosevelt Ave. & Leased 44,975 177,000/4 1975
Main St. (1.0 acres)
Flushing, New York
18
________________________
Footnotes:
(1) As of December 31, 1994, the properties located at the Kings Plaza
Shopping Center, Paramus, Lexington Avenue and Rego Park were held
subject to mortgages in the approximate outstanding amounts of $13.5
million ($8.3 million representing the mortgage on the Kings Plaza
Store and $5.2 million representing the Company's share of the
mortgage on the Kings Plaza Mall), $13.2 million, $3.7 million and
$16.3 million, respectively. Since the Kings Plaza Mall is an
unconsolidated joint venture, the mortgage on the Kings Plaza Mall is
not reflected on the Company's books and records. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources - 1995 Financings" for a
discussion of additional financings in connection with certain of the
Company's properties.
Item 3. Legal Proceedings
In 1991, the Company settled a zoning-related litigation with, among
others, the Borough of Paramus and the owners of a shopping center proximate to
the Company's Paramus, New Jersey property (the "Westland Parties"). On
November 14, 1994, the Company commenced a proceeding in the Bankruptcy Court
against the Westland Parties to compel payment pursuant to such settlement. On
December 30, 1994, the Company and the Westland Parties reached a settlement
with respect to such proceeding and the Company received a promissory note from
the Westland Parties in the principal amount of $4,550,000 which amount was paid
in January 1995 in exchange for a full release by the Company from any and all
claims relating to such matters.
See "Business -- Properties" for a discussion of the tax certiorari
proceedings involving Alexander's Department Stores of Valley Stream, Inc.
Except for the matters referred to herein, and the matters referred
to in footnote 5 of the financial statements relating to the final resolution
of all claims filed or continuing to be filed against the Company in the
Company's bankruptcy proceedings, neither the Company nor any of its
subsidiaries is a party to, nor is their property the subject of, any material
pending legal proceeding other than routine litigation incidental to their
businesses. The Company believes that these legal actions will not be material
to the Company's business or operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
fiscal year ended December 31, 1994.
19
Executive Officers of the Company
The following is a list of the names, ages, principal occupations and
positions with the Company of the executive officers of the Company and the
positions held by such officers during the past five years.
[Download Table]
PRINCIPAL OCCUPATION, POSITION AND OFFICE (CURRENT
AND DURING THE PAST FIVE YEARS WITH THE COMPANY
NAME AGE UNLESS OTHERWISE STATED)
---- --- --------------------------------------------------
Stephen Mann(1) 57 Chairman of the Board of Directors since March 2,
1995; Interim Chairman of the Board of Directors
from August, 1994 to March 1, 1995; Chairman of
the Clifford Companies since 1990; and, prior
thereto, counsel to Mudge Rose Guthrie Alexander &
Ferdon, attorneys.
Brian M. Kurtz 46 Executive Vice President and Chief Administrative
Officer from July, 1994 to the present; Senior
Vice President and Chief Administrative Officer
from March 1993 to July 1994; Senior Vice
President and Controller from January 1989 to
March, 1993; and Vice President-Controller from
December 1985 to January 1989.
____________________
1 Stephen Mann became Chairman of the Board of Directors on March 2, 1995. On
March 2, 1995, Steven Roth, a director of the Company, became the Chief
Executive Officer of the Company pursuant to the Management and Development
Agreement. Steven Roth has been the Chairman of the Board and Chief
Executive Officer of Vornado since May 1989; Chairman of the Vornado's
Executive Committee since April 1988; and the Managing General
Partner of Interstate, a developer and operator of shopping centers and
an investor in securities and partnerships. Steven Roth is 53 years of
age.
20
PART II
Item 5. Market for Registrant's Common
Equity and Related Stockholder Matters
The common stock, par value $1.00 per share, of the Company is traded
on the New York Stock Exchange under the symbol "ALX". Set forth below are the
high and low sales prices for the Company's common stock for each full quarterly
period within the two most recent years:
[Download Table]
HIGH LOW
---- ---
1st Quarter 1994 $60 1/2 $52 1/4
2nd Quarter 1994 $55 3/4 $51 5/8
3rd Quarter 1994 $58 $51 1/2
4th Quarter 1994 $54 1/4 $48 7/8
[Download Table]
HIGH LOW
---- ---
1st Quarter 1993 $32 $16
2nd Quarter 1993 $50 $29
3rd Quarter 1993 $59 1/4 $42 1/4
4th Quarter 1993 $59 3/4 $50 1/2
As of March 16, 1995, there were approximately 2,108 holders of record
of the Company's common stock. No dividends were paid in 1994 and 1993. The
Company currently does not anticipate paying any dividends during 1995.
21
Item 6. Selected Financial Data
Summary of Selected Financial Data
(Dollars in thousands, except per share data)
[Enlarge/Download Table]
FIVE MONTHS
YEAR ENDED ENDED(1) FISCAL YEAR ENDED
DEC. 31, DEC. 31, DEC. 31, JULY 31, JULY 25, JULY 27, JULY 28,
1994 1993 1993 1993(2) 1992 1991 1990
-------- -------- -------- -------- -------- -------- --------
(unaudited)
Operating results:
Real estate operating revenue 11,572 9,320 5,133 5,580 2,207 1,504 1,736
Gains on sales of real estate 161 7,686 -- 28,779 -- -- --
leases
Income/(loss) from
continuing operations 4,033 9,644 946 27,151 (14,630) (300) 1,503
Loss from discontinued
operations -- (280) -- (477) (118,198) (3,882) (5,452)
Cumulative effect of change in
accounting -- -- -- (21,449) -- --
Net income/(loss) 4,033 9,364 946 5,225 (132,828) (4,182) (3,949)
Income/(loss) per common share:
Continuing operations 0.81 1.93 0.19 5.45 (2.94) (0.06) 0.30
Discontinued operations -- (0.05) -- (0.09) (23.75) (0.78) (1.09)
Cumulative effect of change
in accounting -- -- -- (4.31) -- -- --
Income/(loss) per common share 0.81 1.88 0.19 1.05 (26.69) (0.84) (0.79)
Financial position at year end:
Total assets 109,419 92,917 92,917 113,572 113,384 188,057 198,993
Real estate 84,658 70,882 70,882 71,325 84,906 56,174 53,876
Debt 53,573 43,520 43,520 44,359 53,187 46,473 50,619
1. In November 1993, the Company changed to a calendar year from a
fiscal year ending on the last Saturday in July.
2. Includes 53 weeks.
22
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
Continuing Operations - Years Ended December 31, 1994
and December 31, 1993 (unaudited)
The Company's real estate operating revenue was $11,572,000 in 1994,
compared to $9,320,000 in 1993, an increase of $2,252,000, or 24.2%. The
increase in real estate operating revenue this year as compared to last year was
due primarily to the commencement of rents under new long-term leases during the
second quarter of 1993.
The Company recorded a pre-tax gain of approximately $161,000 in 1994
from the sale of an approximately 20,000 square foot warehouse located in the
Bronx, New York. In 1993, the Company recorded a pre-tax gain of approximately
$7,686,000, of which approximately $7,313,000 resulted from the assignment back
to the Port Authority of the real property lease for its former store located in
the World Trade Center, New York and approximately $373,000 resulted from the
Company's sale of its leasehold interest in real property located in the Bronx,
New York.
Reorganization costs were $3,721,000 in 1994. These costs included
$1,121,000 for costs incurred in connection with various financing alternatives
and $518,000 for costs incurred in connection with the Company's proposed
reconstitution as a REIT. Excluding these costs, reorganization costs were
$2,082,000 in 1994, compared to $4,400,000 in 1993, a decrease of $2,318,000 or
52.7%. The decrease was primarily attributable to the winding down of the
Company's bankruptcy proceedings.
Depreciation and amortization in 1994 did not change significantly
from 1993.
Operating, general and administrative expenses were $3,595,000 in
1994, compared to $1,501,000 in 1993, an increase of $2,094,000. This increase
was primarily a result of certain expenses being charged against the accrual for
losses from discontinued operations during the first nine months of 1993.
Interest and debt expense was $3,331,000 in 1994, compared to $855,000
in 1993, an increase of $2,476,000. Of this increase (i) approximately $637,000
was attributable to a short-term secured loan obtained by the Company in
September, 1994, (ii) $376,000 resulted from the non-payment of real estate
taxes in 1994, and (iii) approximately $1,463,000 resulted from a substantial
portion of interest and debt expense for 1993 being charged against the accrual
for losses from discontinued operations during the first nine months of 1993.
23
Other income and interest was $4,768,000 in 1994, compared to
$1,270,000 in 1993, an increase of $3,498,000. This increase resulted from the
net of (i) $4,550,000 from the Company's receipt of a promissory note for a
zoning-related matter in 1994, (2) the receipt in 1993, of approximately
$421,000, representing the Company's pro rata receipt, net of expenses, from its
unsecured allowed claim in an unrelated bankruptcy proceeding and (3) a refund
in 1993 of approximately $489,000 for real estate taxes previously paid.
As a result of the above, the Company had income from continuing
operations of $4,033,000 in 1994 as compared to $9,644,000 in 1993.
Continuing Operations - 53 Weeks Ended July 31, 1993
and 52 Weeks Ended July 25, 1992
Real estate operating revenue increased in fiscal 1993 by $3,373,000
over the prior fiscal year as a result of the commencement of rents under new
long-term leases of $2,799,000 and an increase of $525,000 from the Company's
share of the revenue derived from the operation of the Kings Plaza Mall and the
Company's parking lots.
The Company recorded in the fiscal year ended July 31, 1993 a pretax
gain of $28,779,000 from the sales of its real property leases at the Bruckner
Boulevard, Bronx, New York, Valley Stream, Long Island, New York, Yonkers, New
York and the World Trade Center, Manhattan, New York properties and its interest
in a real property lease located on Third Avenue in the Bronx, New York.
The Company responded to changes in the real estate market by changing
its strategies with respect to its properties at Rego Park, Queens, New York,
Paramus, New Jersey and Lexington Avenue, Manhattan, New York from development
sites to current use sites. As a result, the Company wrote off $11,972,000 of
prior predevelopment costs in fiscal 1992.
During this period, real estate operating expenses previously charged
to discontinued operations were included as operating, general and
administrative expenses.
Reorganization costs of $5,030,000 and $4,318,000 consisting of legal,
accounting and other professional fees were charged to earnings during fiscal
years 1993 and 1992, respectively.
24
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash position, including short-term investments, was
$2,363,000 at December 31, 1994, as compared to $7,053,000 at December 31, 1993,
a decrease of $4,690,000.
The Company estimates that its capital expenditure requirements for
1995 will include: (1) the building of a parking structure and certain
additional improvements at the Rego Park property which are expected to be
approximately $33,000,000 to $35,000,000, (2) the asbestos removal, building
demolition and other improvements at the Paramus property which are expected to
cost between $15,000,000 and $17,000,000, and (3) an estimated $10,000,000
expenditure that will be needed to subdivide the existing space and other
improvements at the Kings Plaza Store property. Other than the Rego
Park project, there is no assurance that the other projects will commence in
1995.
The Company may seek to obtain additional short- or long-term
financings to develop these properties. However, there can be no assurance
that any such financing can be obtained or, if obtained, that such financing
will be on terms that are favorable or acceptable to the Company. In addition,
in the event a portion of the Paramus property is condemned, see "Business --
Properties -- Paramus," the Company's plan for development of this property
would be affected and the cost and time required to develop the property may
materially increase.
The Company's properties do not generate sufficient cash flow to pay
all of its expenses. However, the Company estimates that the net proceeds from
financings consummated during the first quarter of 1995 (see below) will be
adequate to fund its business operations, debt service obligations and
construction costs of the projects referred to above.
1995 Financings
At December 31, 1994, the Company had outstanding funded debt of
$53,600,000. Of this amount $39,500,000 was repaid with the proceeds of the
financings described below (the "1995 Financings"). As of March 30, 1995, the
Company borrowed approximately $121,000,000. After giving effect to these
transactions and the repayment of other obligations of the Company existing at
the end of 1994 (such as general unsecured creditors claims, the funding of an
escrow account for unpaid real estate taxes, and the funding of cash collateral
accounts for the purposes of funding the remaining disputed claims in the
Bankruptcy Court cases as they become allowed), the Company's cash position was
approximately $30,000,000. Substantially all of the assets of the Company and
its subsidiaries have been pledged and/or mortgaged to secure the indebtedness
incurred in connection with the 1995 Financings. The 1995 Financings consist
of:
(1) A $25 million loan secured by, among other things, a mortgage
on the Fordham Road property. The loan matures on February 24, 2000 and bears
interest at a rate per annum equal to the 30-Day LIBOR Rate plus 4.25%.
25
(2) A term loan from Vornado and a major bank aggregating
approximately $75,000,000 secured by, among other things, (i) mortgages on
the Lexington Avenue, Rego Park, Fordham Road, Kings Plaza Store, Third Avenue
and Paramus properties, (ii) a pledge of the stock of the Company and its
wholly owned subsidiaries and (iii) a pledge by the Company and one of its
wholly owned subsidiaries of their respective partnership interests in the 731
Partnership. The loan with Vornado in the principal amount of $45,000,000 is
subordinated to that of the bank. The loans mature on March 15, 1998 and bear
interest at a blended rate per annum of 13.8%. As a result of the
subordination, the Vornado loan bears interest at a rate per annum equal to
16.43% during the first two years, and 9.92% plus the One-Year Treasury Rate
during the third year and the bank loan bears interest at a rate per annum
equal to 9.86% during the first two years, and 3.25% plus the One-Year Treasury
Rate during the third year. The Company paid a fee to the bank and to Vornado
of $375,000 and $1,500,000, respectively. In addition, the loans, among other
things, require the Company to grant to Vornado and the bank mortgage liens on
all after-acquired properties and prohibit the Company from developing
undeveloped property without approved leases for more than 50% of such
property's projected leasable space.
(3) A $60,000,000 construction loan and a $25,000,000 bridge loan from
a bank, each secured by, among other things, a mortgage on the Rego Park
property. As of March 30, 1995, approximately $21,000,000 in the aggregate was
funded under such loans. The loans mature on April 1, 1997 (but may be
extended under certain circumstances for one year) and bear interest at a
variable rate per annum equal to, at the option of the Company, (i) LIBOR rate
plus 1.625% or (ii) the greater of (a) the Federal Funds Rate plus 1.125% or (b)
the prime commercial lending rate plus 0.625%. The ability of the Company to
borrow the $25,000,000 under the bridge loan is based on conditions that cannot
be met today and may not be met during the term of this loan. The Company has
not relied on this amount in its determination of its ability to fund its cash
needs.
731 Limited Partnership
The Partnership Agreement, as amended and restated in August 1987,
gave the outside 731 Limited Partners the right to require the 731 Partnership
to redeem their partnership interest for $35,000,000. Pursuant to the
Bankruptcy Plan, the redemption option was restructured, to require the
Partnership, under certain conditions, to redeem the outside 731 Limited
Partners' interest in two separate stages for an aggregate amount of $35,000,000
plus capitalized interest from the effective date of the Bankruptcy Plan to the
date of the first redemption of approximately $1,800,000. In January 1995, the
Partnership redeemed the first portion of the outside 731 Limited Partners'
interest by giving such limited partner a promissory note due in August 1998 in
the amount of approximately $2,800,000 (the "Note"). The Note bears interest at
the rate equal to the Prime Rate plus 1% and is secured by a second mortgage on
the Lexington Avenue property. The outside 731 Limited Partners have the right
to put their remaining 7.64% interest to the Partnership for a five-year period
in exchange for a five-year secured note in the principal amount of $15,000,000,
bearing interest at a rate equal to the Prime Rate plus 1%.
26
Item 8. Financial Statements and Supplementary Data
Information called for by this Item is set forth in the Company's
financial statements and supplementary data contained in this report and is
incorporated herein by reference. Specific financial statements and
supplementary data can be found at the pages listed in the following index.
Index
[Download Table]
PAGE
NUMBER
------
Independent Auditors' Report F-1
Consolidated Balance Sheets (at December 31, 1994 and
December 31, 1993) F-2
Consolidated Statements of Operations for the
Year Ended December 31, 1994, the
Five Months Ended December 31, 1993, the
53 Weeks Ended July 31, 1993 and the
52 Weeks Ended July 25, 1992 F-3
Consolidated Statements of Deficiency in Net
Assets for the Year Ended
December 31, 1994, the Five Months Ended
December 31, 1993, the 53 Weeks Ended
July 31, 1993 and the 52 Weeks Ended
July 25, 1992 F-4
Consolidated Statements of Cash Flows for
the Year Ended December 31, 1994
the Five Months Ended December 31, 1993,
the 53 Weeks Ended July 31, 1993 and the
52 Weeks Ended July 25, 1992 F-5
Notes to Consolidated Financial Statements F-6 - F-20
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
Not applicable.
27
PART III
Item 10. Directors and Executive Officers of the Registrant
Information relating to directors and executive officers of the
Company will be contained in a definitive Proxy Statement involving the election
of directors which the Company will file with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended, not later than 120 days after December 31, 1994, and such
information is incorporated herein by reference. Information relating to
Executive Officers of the Company appears on page 20 of this Annual Report on
Form 10-K.
Item 11. Executive Compensation
Information relating to executive compensation will be contained in
the Proxy Statement referred to above in Item 10, "Directors and Executive
Officers of the Company", and such information is incorporated herein by
reference.
Item 12. Security Ownership of Certain
Beneficial Owners and Management
Information relating to security ownership of certain beneficial
owners and management will be contained in the Proxy Statement referred to in
Item 10, "Directors and Executive Officers of the Company", and such information
is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Steven Roth, Interstate, in which Mr. Roth is the managing general
partner, and the two other general partners, own, in the aggregate, 36.6% of the
outstanding common shares of beneficial interest of Vornado and 27.1% of the
Company's Common Shares. As a result of Vornado's acquisition on March 2, 1995
of 27.1% of the Company's Common Shares from Citibank, N.A., Vornado currently
owns 29.3% of the Company's Common Shares. Accordingly, Vornado and its
affiliates currently own 56.4% of the Company's Common Shares. In connection
with Vornado's increased ownership of the Company's Common Shares, Vornado, the
Company and Interstate entered into the Standstill Agreement which became
effective March 2, 1995. The Standstill Agreement restricts self-dealing
principal transactions between the Company and Vornado and its affiliates.
Pursuant to the Standstill Agreement, the Company and Vornado agreed to use
their best efforts to cause the Board of Directors of the Company to include up
to three, but not less than two, independent directors until March 2, 1998. In
addition, Vornado, Interstate and their respective affiliates (the "Vornado
Group") are restricted for three years from owning, in the aggregate, Common
Shares of the Company in excess of 66.65% of the Common Shares outstanding
without the consent of such independent directors.
28
The Standstill Agreement also restricts for three years the disposition by the
Vornado Group of the Company's Common Shares (other than pursuant to an
underwritten public offering) in an amount in excess of the greater of (i) 30%
of the outstanding Common Shares of the Company or (ii) a majority of the Common
Shares of the Company held by Interstate and Vornado and their affiliates, at a
price greater than 115% of the then current market price, unless the transferee
of such shares irrevocably offers to purchase the same pro rata percentage of
Common Shares held by all other beneficial owners of the outstanding Common
Shares.
At December 31, 1994, the Company owed Vornado approximately
$12,400,000 for transactions completed to date in connection with the leasing
of, or the sale of leases on, approximately two-thirds of the Company's store
properties. This amount will be payable over a seven year period in an amount
not to exceed $2,500,000 in any calendar year until the present value of such
installments (calculated at a discount rate of 9% per annum) paid to Vornado
equals the amount that would have been paid had it been paid on September 21,
1993 or at the time of the transaction giving rise to the commission, if later.
This amount is included in "taxes payable and accrued liabilities" in the
Consolidated Balance Sheets as of December 31, 1994.
Additional information relating to certain relationships and related
transactions will be contained in the Proxy Statement referred to in Item 10,
"Directors and Executive Officers of the Company", and such information is
incorporated herein by reference.
29
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports On Form 8-K
(a) Documents filed as part of this Report
(1) Financial Statements
The Consolidated Financial Statements of Alexander's, Inc. and its
subsidiaries, which appear on pages F-1 through F-20, are incorporated herein
by reference.
[Download Table]
PAGE
REFERENCE
---------
Independent Auditors' Report F-1 - F-2
Consolidated Balance Sheets (at December 31, 1994 and
December 31, 1993) F-2
Consolidated Statements of Operations for the
Year Ended December 31, 1994, the
Five Months Ended December 31, 1993, the
53 Weeks Ended July 31, 1993 and the
52 Weeks Ended July 25, 1992 F-3
Consolidated Statements of Deficiency in Net
Assets for the Year Ended
December 31, 1994, the Five Months Ended
December 31, 1993, the 53 Weeks Ended
July 31, 1993 and the 52 Weeks Ended
July 25, 1992 F-4
Consolidated Statements of Cash Flows for
the Year Ended December 31, 1994
the Five Months Ended December 31, 1993,
the 53 Weeks Ended July 31, 1993 and the
52 Weeks Ended July 25, 1992 F-5
Notes to Consolidated Financial Statements F-6 - F-20
30
(2) Financial Statement Schedules
Schedule III - Real Estate and Accumulated
Depreciation
All other consolidated financial schedules are omitted because they are
inapplicable, not required, or the information is included elsewhere in the
consolidated financial statements or the notes thereto.
(3) Exhibits
See Exhibit Index on page 37.
(b) Reports on Form 8-K
The Company has filed Current Reports on Form 8-K, dated January 4,
1995 and February 6, 1995. In the fourth quarter of fiscal 1994, the Company
did not file a current report on Form 8-K.
31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALEXANDER'S, INC.
By: /s/ Brian M. Kurtz
---------------------------------------
Brian M. Kurtz
Chief Administrative Officer,
Executive Vice President and Secretary
Date: March 31, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
[Download Table]
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Steven Roth Chief Executive Officer March 31, 1995
--------------------- and Director
Steven Roth (Principal Executive Officer)
/s/ Steven Santora Vice President March 31, 1995
--------------------- and Controller
Steven Santora (Principal
Accounting Officer)
32
[Download Table]
/s/ Thomas R. DiBenedetto Director March 31, 1995
---------------------------
Thomas R. DiBenedetto
/s/ David Mandelbaum Director March 31, 1995
---------------------------
David Mandelbaum
/s/ Stephen Mann Director March 31, 1995
---------------------------
Stephen Mann
/s/ Arthur I. Sonnenblick Director March 31, 1995
---------------------------
Arthur I. Sonnenblick
/s/ Neil Underberg Director March 31, 1995
---------------------------
Neil Underberg
/s/ Richard West Director March 31, 1995
---------------------------
Richard West
/s/ Russell Wight, Jr. Director March 31, 1995
---------------------------
Russell Wight, Jr.
33
ALEXANDER'S, INC. AND SUBSIDIARIES SCHEDULE III
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994
(Amounts in thousands)
[Enlarge/Download Table]
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
GROSS AMOUNT
AT WHICH
INITIAL CARRIED AT
COST TO CLOSE OF
COMPANY (2) PERIOD-
BUILDING, COST BUILDINGS, ACCUMULATED
LEASEHOLDS CAPITALIZED LEASEHOLD DEPRECIATION
AND LEASEHOLD SUBSEQUENT TO AND LEASEHOLD AND
DESCRIPTION ENCUMBRANCES(1) LAND IMPROVEMENTS ACQUISITION(3) LAND IMPROVEMENTS TOTAL(4) AMORTIZATION
Commercial Property:
New York State:
New York City:
Fordham Rd $10,000 $ 2,301 $ 9,258 $ - $ 2,301 $ 9,258 $11,559 $ 6,299
Third Avenue - 1,201 4,437 - 1,201 4,437 5,638 2,933
Rego Park 16,325 5,553 10,420 48 5,553 10,468 16,021 8,834
Flushing - - 1,660 - - 1,660 1,660 1,203
Lexington Ave. 3,721 14,432 12,355 - 14,432 12,355 26,787 3,360
Flatbush Ave.
and Avenue U 8,318 497 9,542 3,036 497 12,578 13,075 5,808
------- ------- ------- ------- ------- ------- ------- -------
Total NY City 38,364 23,984 47,672 3,084 23,984 50,756 74,740 28,437
------- ------- ------- ------- ------- ------- ------- -------
Total NY State 38,364 23,984 47,672 3,084 23,984 50,756 74,740 28,437
------- ------- ------- ------- ------- ------- ------- -------
New Jersey:
Paramus 13,290 1,742 7,185 13 1,742 7,198 8,940 6,101
------- ------- ------- ------- ------- ------- ------- -------
Total NJ 13,290 1,742 7,185 13 1,742 7,198 8,940 6,101
------- ------- ------- ------- ------- ------- ------- -------
Total
Commercial
Property 51,654 25,726 54,857 3,097 25,726 57,954 83,680 34,538
Miscellaneous
Properties -- 734 1,897 -- 734 1,897 2,631 1,827
TOTAL $51,654 $26,460 $56,754 $ 3,097 $26,460 $59,851 $86,311 $36,365
======= ======= ======= ======= ======= ======= ======= =======
[Download Table]
Column A Column G Column H Column I
LIFE ON WHICH
DEPRECIATION IN
LATEST INCOME
DATE OF DATE STATEMENT IS
DESCRIPTION CONSTRUCTION ACQUIRED (6) COMPUTED
Commercial Property:
New York State:
New York City:
Fordham Rd 1933 1992 4-40 years
Third Avenue 1928 1992 13 years
Rego Park 1959 1992 6-40 years
Flushing 1975(5) 1992 10-22 years
Lexington Ave. 1965 1992 29 years
Flatbush Ave.
and Avenue U 1970 1992 20-40 years
Total NY City
Total NY State
New Jersey:
Paramus 1962 1992 5-40 years
Total NJ
Total
Commercial
Property
Miscellaneous
Properties Various 1992 7-25 years
(1) Subsequent to December 31, 1994, the Company entered into several new
credit facilities totalling approximately $121,000,000, replacing all
existing indebtedness except with respect to the Paramus, New Jersey
property.
(2) Initial cost is as of May 15, 1992 (the date on which the Company commenced
real estate operations) unless acquired subsequent to that date. See
Column H.
(3) Cost capitalized subsequent to acquisition does not include development
costs at December 31, 1994 of $27,213,000.
(4) Aggregate cost is approximately the same for Federal income tax purposes.
(5) Date represents lease acquisition date.
(6) Date acquired represents the date on which the Company commenced its real
estate operations.
34
SCHEDULE III Cont.
ALEXANDER'S, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)
[Download Table]
DEC. 31, 1994 DEC. 31, 1993
------------- -------------
REAL ESTATE:
Balance at beginning of period $86,114 $83,373
Additions during the period:
Buildings, leaseholds and
leasehold improvements 356 2,741
------- -------
86,470 86,114
Deductions during the period:
Retirements and sales of leases 159 --
------- -------
Balance at end of period $86,311 $86,114
======= =======
ACCUMULATED DEPRECIATION:
Balance at beginning of period $35,124 $34,513
Additions charged to operating
expenses 1,393 611
------- -------
36,517 35,124
Retirements and sales of leases 152 --
------- -------
Balance at end of period $36,365 $35,124
======= =======
35
Commission File No. 1-6064
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
EXHIBITS
to
FORM 10-K
Annual Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
_______________
ALEXANDER'S, INC.
36
Index to Exhibits
The following is a list of all exhibits filed as part of this Report:
[Enlarge/Download Table]
EXHIBIT NO. DOCUMENT PAGE
----------- -------- ----
3(i) Certificate of Incorporation, as amended. Incorporated herein by reference from Exhibit 3.0 to the
Registrant's Current Report on Form 8-K dated September 21, 1993.
3(ii) By-Laws, as amended. Incorporated herein by reference from Exhibit 3(B) to the Registrant's Form
10-K for the fiscal year ended July 27, 1991.
10(i)(A)(1)* Agreement, dated as of December 4, 1985, among Seven Thirty One Limited Partnership ("731 Limited
Partnership"), Alexander's Department Stores of Lexington Avenue, Inc., the Company, Emanuel Gruss,
Riane Gruss and Elizabeth Goldberg (collectively, the "Partners"). Incorporated herein by reference
from Exhibit 10(i)(F)(1) to the Registrant's Form 10-K for the fiscal year ended July 26, 1986.
10(i)(A)(2) Amended and Restated Agreement of Limited Partnership in the 731 Limited Partnership, dated as of
August 21, 1986, among the Partners. Incorporated herein by reference from Exhibit 1 to the
Registrant's Current Report on Form 8-K, dated August 21, 1986.
10(i)(A)(3) Third Amendment to Amended and Restated Agreement of Limited Partnership dated December 30, 1994,
among the Partners. Filed herewith.
10(i)(B)(1) Promissory Note Modification Agreement, dated October 4, 1993, between Alexander's Department Stores
of New Jersey, Inc. and New York Life Insurance Company ("New York Life"). Incorporated herein by
reference from Exhibit 10(i)(3)(a) to the Registrant's Form 10-K for the Transition Period August 1,
1993 to December 31, 1993.
10(i)(B)(2) Mortgage Modification Agreement, dated October 4, 1993, by Alexander's Department Stores of New
Jersey, Inc. and New York Life Incorporated herein by reference from Exhibit 10(i)(E)(3)(a) to the
Registrant's Form 10-K for the Transition Period August 1, 1993 to December 31, 1993.
37
[Enlarge/Download Table]
EXHIBIT NO. DOCUMENT PAGE
----------- -------- ----
10(i)(C)* Credit Agreement, dated March 15, 1995, among the Company and Vornado Lending Corp. Filed herewith.
10(i)(D)* Credit Agreement, dated March 15, 1995, among the Company and First Fidelity Bank, National
Association. Filed herewith.
10(i)(E)* Building Loan Agreement, dated as of March 29, 1995, among the Company, Union Bank of Switzerland
("UBS") (New York Branch) as Lender and UBS (New York Branch) as Agent. Filed herewith.
10(i)(F)* Project Loan Agreement, dated as of March 29,1995, among the Company, UBS (New York Branch), as
Lender and UBS (New York Branch) as Agent. Filed herewith.
10(i)(G)(1) Real Estate Retention Agreement dated as of July 20, 1992, between Vornado Realty Trust and Keen
Realty Consultants, Inc., each as special real estate consultants, and the Company. Incorporated
herein by reference from Exhibit 10(i)(O) to the Registrant's Form 10-K for the fiscal year ended
July 25, 1992.
10(i)(G)(2) Extension Agreement to the Real Estate Retention Agreement, dated as of February 6, 1995, between the
Company and Vornado Realty Trust. Filed herewith.
10(i)(H) Management and Development Agreement, dated as of February 6, 1995, between Vornado Realty Trust and
the Company, on behalf of itself and each subsidiary listed therein. Incorporated herein by
reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated February 6, 1995.
10(i)(I) Standstill and Corporate Governance Agreement, dated as of February 6, 1995, by and among Vornado
Realty Trust, Interstate Properties and the Company. Incorporated herein by reference from Exhibit
10.2 to the Registrant's Current Report on Form 8-K dated February 6, 1995.
38
[Enlarge/Download Table]
EXHIBIT NO. DOCUMENT PAGE
----------- -------- ----
10(i)(J) Commitment letter, dated as of February 6, 1995, between Vornado Realty Trust and the Company.
Incorporated herein by reference from Exhibit 10.3 to the Registrant's Current Report on Form 8-K
dated February 6, 1995.
10(i)(K) Consulting Retention Agreement, dated as of August 26, 1993, between the Company and Versar, Inc.
Incorporated herein by reference from Exhibit 10(i)(4) to the Registrant's Form 10-K for the fiscal
year ended July 31, 1993.
10(i)(L) Consulting Retention Agreement, dated as of August 19, 1993, between the Company and Certified
Engineering and Testing Co., Inc. Incorporated herein by reference from Exhibit 10(i)(J) to the
Registrant's Form 10-K for the fiscal year ended July 31, 1993.
10(i)(M) Consulting Retention Agreement, dated as of August 10, 1993, between the Company and Merritt &
Harris, Inc. Incorporated herein by reference from Exhibit 10(i)(I) to the Registrant's Form 10-K
for the fiscal year ended July 31, 1993.
10(ii)(A)(1)* Agreement of Lease, dated April 22, 1966, between S&E Realty Company and Alexander's Department
Stores of Valley Stream, Inc. Incorporated herein by reference from Exhibit 13N to the Registrant's
Registration Statement on Form S-1 (Registration No. 2-29780).
10(ii)(A)(2) Guarantee, dated April 22, 1966, of the Lease described as Exhibit 10(ii)(A)(1) above by Alexander's
Department Stores, Inc. Incorporated herein by reference from Exhibit 13N(1) to the Registrant's
Registration Statement on Form S-1 (Registration No. 2-29780).
10(ii)(A)(3)* Agreement of Lease, between Alexander's, Inc. and Sears Roebuck & Co. Incorporated herein by reference
from Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1994.
10(ii)(A)(4)* Amendment to the Lease, between Alexander's, Inc. and Sears Roebuck & Co., dated March 29,
1995. Filed herewith.
39
[Enlarge/Download Table]
EXHIBIT NO. DOCUMENT PAGE
----------- -------- ----
10(ii)(A)(5)* Agreement, dated as of December 1, 1992, between Alexander's Department Stores of Yonkers, Inc. and
Bradlees, Inc. relating to the sale and assignment of leasehold interest in the property located at
2500 Central Park Avenue, Yonkers, New York. Incorporated herein by reference from Exhibit
10(ii)(E)(3) to the Registrant's Form 10-K for the fiscal year ended July 25, 1992.
10(ii)(A)(6)* Lease for Rego Park, Queens, New York, dated as of December 1, 1992, between the Company, as
landlord, and Caldor, as tenant. Incorporated herein by reference from Exhibit 10(ii)(E)(5) to the
Registrant's Form 10-K for the fiscal year ended July 25, 1992.
10(ii)(A)(7)(a)* Lease for Fordham Road, Bronx, New York, dated as of December 1, 1992, between the Company, as
landlord, and Caldor, as tenant. Incorporated herein by reference from Exhibit 10(ii)(E)(6) to the
Registrant's Form 10-K for the fiscal year ended July 25, 1992.
10(ii)(A)(7)(b) First Amendment to the Lease for Fordham Road, Bronx, New York, dated as of February 22, 1995, between
the Company, as Landlord, and Caldor, as tenant. Filed herewith.
10(ii)(A)(8)(a)* Lease for Roosevelt Avenue, Flushing, New York, dated as of December 1, 1992, between the Company, as
landlord, and Caldor, as tenant. Incorporated herein by reference from Exhibit 10(ii)(E)(7) to the
Registrant's Form 10-K for the fiscal year ended July 25, 1992.
10(ii)(A)(8)(b) First Amendment to Sublease for Roosevelt Avenue, Flushing, New York, dated as of February 22, 1995
between the Company as sublandlord, and Caldor, as tenant. Filed herewith.
10(ii)(A)(9)* Lease Agreement, dated March 1, 1993 by and between the Company and Alex Third Avenue Acquisition
Associates. Incorporated by reference from Exhibit 10(ii)(F) to the Registrant's Form 10-K for the
fiscal year ended July 31, 1993.
10(ii)(A)(10)* Agreement of Lease, between Alexander's Department Stores of New Jersey, Inc. and Waban, Inc.
Incorporated herein by reference from Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
for the twelve weeks ended October 23, 1993, dated December 7, 1993.
40
[Enlarge/Download Table]
EXHIBIT NO. DOCUMENT PAGE
----------- -------- ----
10(ii)(A)(11)* Agreement of Lease, between Alexander's Department Store of New Jersey, Inc. and Home Depot U.S.A.,
Inc. Incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form
10-Q for the twelve weeks ended October 23, 1993, dated December 7, 1993.
10(ii)(A)(12)(a)* Agreement of Lease, between the Company and Marshalls of Richfield, MN., Inc., dated as of March 1,
1995. Filed herewith.
10(ii)(A)(12)(b) Guaranty, dated March 1, 1995, of the Lease described in Exhibit 10(ii)(A)(12)(a) above by the
Company. Filed herewith.
10(iii)(A) Employment Agreement, dated March 29, 1995, between Brian M. Kurtz and the Company. Filed herewith.
10(iii)(B) Employment Agreement, dated February 9, 1995, between the Company and Stephen Mann. Filed herewith.
21 Subsidiaries of Registrant. Filed herewith.
27 Financial Data Schedule. Filed herewith.
______________
* The basic operating agreements have been filed herewith or
incorporated by reference. Certain amendments, supplements and other
related agreements which are not material to current operations have
not been filed but will be made available upon request.
41
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
of Alexander's, Inc.
New York, New York
We have audited the accompanying consolidated balance sheets of Alexander's,
Inc. and Subsidiaries (the "Company") as of December 31, 1994, and 1993 and the
related statements of operations, deficiency in net assets and cash flows for
the year ended December 31, 1994, for the five months ended December 31, 1993
and each of the two years in the period ended July 31, 1993. Our audits also
included the financial statement schedules listed in the index at Item
14.(a)(2). These financial statements and financial statement schedules are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also included assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 1994, and
1993, and the results of their operations and their cash flows for the year
ended December 31, 1994 and for the five months ended December 31, 1993 and
each of the two years in the period ended July 31, 1993 in conformity with
generally accepted accounting principles. Also, in our opinion, such financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
As discussed in Note 5 to the financial statements, the Company changed in
Fiscal 1993 its method of accounting for postretirement healthcare benefits to
conform with Statement of Financial Accounting Standards No. 106.
As emphasized in Note 1 to the financial statements, the Company's ability to
operate as a viable real estate company will depend on the successful
completion of the development and leasing of a substantial portion of its
existing properties, which is a material factor in the Company's ability to
meet its debt service requirements.
DELOITTE & TOUCHE LLP
New York, New York
March 29, 1995
F-1
ALEXANDER'S, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(amounts in thousands except share amounts)
[Download Table]
DECEMBER 31, DECEMBER 31,
1994 1993
------------ ------------
ASSETS:
Real estate, net $ 84,658 $ 70,882
Cash and cash equivalents 2,363 7,053
Restricted cash -- 775
Note receivable 4,550 --
Deferred lease expense 11,561 8,608
Deferred finance and debt expense 2,642 1,184
Other assets 3,645 4,415
----------- -----------
TOTAL ASSETS $ 109,419 $ 92,917
=========== ===========
LIABILITIES AND DEFICIENCY IN NET ASSETS:
CONTINUING OPERATIONS:
Secured debt $ 51,654 $ 41,566
Taxes payable and accrued liabilities 21,409 13,204
Debt 1,188 1,188
Minority interest 1,574 1,574
----------- -----------
Total continuing operations 75,825 57,532
----------- -----------
DISCONTINUED RETAIL OPERATIONS:
Accrual for losses from discontinued operations 26,742 32,227
Taxes payable and accrued liabilities 2,613 2,353
Liabilities subject to settlement under reorganization
proceedings 25,812 26,411
----------- -----------
Total discontinued retail operations 55,167 60,991
----------- -----------
Total liabilities 130,992 118,523
COMMITMENTS AND CONTINGENCIES
DEFICIENCY IN NET ASSETS (21,573) (25,606)
----------- -----------
TOTAL LIABILITIES AND DEFICIENCY IN NET ASSETS $ 109,419 $ 92,917
=========== ===========
See notes to consolidated financial statements.
F-2
ALEXANDER'S, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(amounts in thousands except share amounts)
[Enlarge/Download Table]
YEAR FIVE MONTHS FIFTY-THREE FIFTY-TWO
ENDED ENDED WEEKS ENDED WEEKS ENDED
----------------- ---------------- --------------- ---------------
DEC. 31, 1994 DEC. 31, 1993 JULY 31, 1993 JULY 25, 1992
----------------- ---------------- --------------- ---------------
Continuing Operations:
Real estate operating revenue $ 11,572 $ 5,133 $ 5,580 $ 2,207
Gains on sales of real estate and
real estate leases 161 -- 28,779 --
Write-off of pre-development costs -- -- -- (11,972)
Reorganization costs (3,721) (1,808) (5,030) (4,318)
Depreciation and amortization (1,821) (833) (2,124) (359)
Operating, general and administrative
expenses (3,595) (1,391) (842) (296)
Interest and debt expense (3,331) (855) -- --
Other income and interest 4,768 700 788 108
-------------- ------------- ------------ ------------
Income/(loss) from continuing operations 4,033 946 27,151 (14,630)
Loss from discontinued operations -- -- (477) (118,198)
-------------- ------------- ------------ ------------
Income/(loss) before cumulative effect of
change in accounting principle 4,033 946 26,674 (132,828)
Cumulative effect of change in accounting -- -- (21,449) --
-------------- ------------- ------------ ------------
NET INCOME/(LOSS) $ 4,033 $ 946 $ 5,225 $ (132,828)
============== ============= ============ ============
NET INCOME/(LOSS) PER COMMON SHARE:
Continuing operations $ 0.81 $ 0.19 $ 5.45 $ (2.94)
Discontinued operations -- -- (0.09) (23.75)
Cumulative effect of change in
accounting -- -- (4.31) --
-------------- ------------- ------------ ------------
$ 0.81 $ 0.19 $ 1.05 $ (26.69)
============== ============= ============ ============
See notes to consolidated financial statements.
F-3
ALEXANDER'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF DEFICIENCY IN NET ASSETS
(amounts in thousands except share amounts)
[Enlarge/Download Table]
YEAR FIVE MONTHS FIFTY-THREE FIFTY-TWO
ENDED ENDED WEEKS ENDED WEEKS ENDED
DEC. 31, 1994 DEC. 31, 1993 JULY 31, 1993 JULY 25, 1992
------------- ------------- -------------- -------------
PREFERRED STOCK - Authorized, 3,000,000
shares, none issued
COMMON STOCK - Authorized, 10,000,000
shares, par value $1.00 per share;
outstanding, [5,173,450] shares $ 5,174 $ 5,174 $ 5,174 $ 5,174
----------- ----------- ----------- -----------
EXCESS STOCK - Authorized, 13,000,000
shares, par value $1.00 per share,
none issued
ADDITIONAL PAID-IN-CAPITAL
Balance, beginning of period 24,843 24,843 23,779 23,651
Exercise of stock options -- -- 1,064 128
------------ ----------- ----------- -----------
Balance, end of period 24,843 24,843 24,843 23,779
----------- ----------- ----------- -----------
RETAINED EARNINGS (DEFICIT):
Balance, beginning of period (54,663) (55,609) (60,834) 71,994
Net income/(loss) 4,033 946 5,225 (132,828)
------------ ----------- ----------- -----------
Balance, end of period (50,630) (54,663) (55,609) (60,834)
------------- ----------- ----------- -----------
(20,613) (24,646) (25,592) (31,881)
TREASURY SHARES - (172,600, 172,600,
197,600 and 197,600 shares at cost)
Balance, beginning of period (960) (960) (1,099) (1,099)
Issuance of treasury stock -- -- 139 --
------------ ----------- ----------- -----------
Balance, end of period (960) (960) (960) (1,099)
------------ ----------- ----------- -----------
DEFICIENCY IN NET ASSETS $ (21,573) $ (25,606) $ (26,552) $ (32,980)
============= ============ =========== ===========
See notes to consolidated financial statements.
F-4
ALEXANDER'S, INC. AND SUBSIDIARIES
Consolidated Statements Of Cash Flows
(amounts in thousands)
[Enlarge/Download Table]
FIVE FIFTY-THREE FIFTY-TWO
YEAR MONTHS WEEKS WEEKS
ENDED ENDED ENDED ENDED
------------ ------------ ------------- ------------
- - -
DEC. 31, DEC. 31, JULY 31, JULY 25,
-------- -------- -------- --------
1994 1993 1993 1992
---- ---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations $ 4,033 $ 946 $ 27,151 $ (14,630)
Adjustments to reconcile net income to net cash
provided by (used in) continuing operating activities:
Depreciation and amortization 2,251 833 2,124 359
Gains on sales of real estate and real estate leases (161) -- (28,779) --
Write-off of predevelopment costs -- -- -- 11,972
Equity in real estate operations (net of distributions
of $(583), $(4,211) and $(1,329) at December 31,
1994, December 31, 1993 and July 31, 1993,
respectively). (1,260) 3,116 (326) (947)
Change in operating assets and liabilities from
continuing operations:
Restricted cash 775 371 1,833 (2,979)
Note receivable (4,550) -- -- --
Taxes payable and accrued liabilities 1,793 (1,020) 2,331 --
Other 1,602 1,238 (250) --
------- --------- --------- ---------
Net cash (used in)/provided by operating activities
of continuing operations 4,483 5,484 4,084 (6,225)
------- --------- --------- ---------
Net cash (used in)/provided by discontinued operating
activities (5,539) (21,567) (28,475) 9,664
------- --------- --------- ---------
Net cash (used in)/provided by operating activities (1,056) (16,083) (24,391) 3,439
------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate (11,170) (2,549) -- (5,056)
Proceeds from sales of real estate and real estate
leases 200 -- 33,701 --
Deferred lease expense -- (677) (575) --
------- --------- --------- ---------
Net cash (used in)/provided by investing activities (10,970) (3,226) 33,126 (5,056)
------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of secured debt 10,000 -- -- 10,000
Reduction of secured debt (775) (2,314) -- (1,720)
Exercise of stock option -- -- 625 --
Reduction of debt from capital lease obligations -- -- (144) (668)
Deferred finance and debt expense (1,889) -- -- --
------- --------- --------- ---------
Net cash provided by/(used in) financing activities 7,336 (2,314) 481 7,612
------- --------- --------- ---------
CASH AND CASH EQUIVALENTS:
Net cash (used)/provided (4,690) (21,623) 9,216 5,995
Beginning of period 7,053 28,676 19,460 13,465
------- --------- --------- ---------
End of period $ 2,363 $ 7,053 $ 28,676 $ 19,460
======= ========= ========= =========
SUPPLEMENTAL INFORMATION
Cash payments for interest $ 5,133 $ 4,424 $ 2,222 $ 2,231
======= ========= ========= =========
Cash payments for income taxes $ 131 $ 349 $ 179 $ 584
======= ========= ========= =========
Tax refunds received $ (200) $ (564) $ -- $ (1,395)
======= ========= ========= =========
Reclassification of obligations subject to settlement
under reorganization proceedings $ -- $ -- $ -- $ 77,148
======= ========= ========= =========
See notes to consolidated financial statements.
F-5
ALEXANDER'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. EMERGENCE FROM CHAPTER 11
On May 15, 1992 (the "Petition Date"), Alexander's and sixteen
of its subsidiaries filed petitions for relief (the "Bankruptcy Cases") under
chapter 11 of the United States Bankruptcy Code, 11 U.S.C. Section Section 101
et seq. (the "Bankruptcy Code") in the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court"). On May 14, 1993, the
Company filed a Joint Plan of Reorganization (as amended and restated on July
21, 1993, and modified thereafter, the "Plan"), which allowed the Company to
emerge from bankruptcy and continue operating as a real estate company. On
September 21, 1993 (the "Confirmation Date"), the Bankruptcy Court confirmed
the Plan, which provided for general unsecured creditors of the Company to
receive cash in full for their allowed claims, together with interest on such
claims, upon the successful effectuation of the Plan.
On March 1, 1995, the Bankruptcy Court approved a $75,000,000
secured financing, a portion of the proceeds from which were to pay the balance
due and owing to the holders of allowed general unsecured claims. On March 15,
1995, the Company paid holders of allowed general unsecured claims in full,
together with accrued interest in respect of their claims. Such payments
aggregated $24,005,000. The Official Committee of Unsecured Creditors has been
dissolved and all secured and unsecured creditors having allowed claims in the
Bankruptcy Court cases have received the cash payments or debt instruments
contemplated to be delivered to them under the Plan. The Bankruptcy Court has
retained jurisdiction to resolve any remaining disputed claims and for other
limited purposes.
The Company's ability to operate as a viable real estate
company will depend on the successful completion of the development and leasing
of a substantial portion of its existing properties, which is a material factor
in the Company's ability to meet its debt service requirements. A failure to
raise additional cash through additional leasing, asset sales, external
financing or otherwise will substantially impede the Company's ability to
complete the development of its properties.
Liabilities subject to settlement under the Plan are as
follows (amounts in thousands):
[Download Table]
DEC. 31,1994 DEC. 31,1993
------------ ------------
Discontinued retail operations:
Accounts payable and accrued
liabilities $ 22,381 $ 22,945
Unsecured debt 731 766
Other liabilities 2,700 2,700
---------- ----------
$ 25,812 $ 26,411
========= =========
F-6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business -- The Company is engaged in the business of leasing,
managing, developing and redeveloping real estate properties, focusing on the
properties where its department stores were formerly located.
Principles of Consolidation -- The consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries, and the Partnership, a partnership in which the Company held a
majority interest at December 31, 1994. Investments in real estate and other
property which are 50% owned joint ventures are accounted for under the equity
method. All material intercompany accounts and transactions have been
eliminated.
Cash and Cash Equivalents -- The Company includes in cash and
cash equivalents both cash and short-term highly liquid investments which are
readily convertible into cash and mature within three months.
Real Estate and Other Property -- Real estate and other
property is recorded at the lower of cost, less accumulated depreciation, or
market. Depreciation is provided on buildings and improvements on a
straight-line basis over their estimated useful lives. When real estate and
other property is undergoing development activities, all property operating
expenses, including interest expense, are capitalized to the cost of the real
property to the extent that management believes such costs are recoverable
through the value of the property.
Deferred Lease Expense -- The Company capitalizes the costs
incurred in connection with obtaining long-term leases. Deferred lease expense
is amortized on the straight-line method over the initial terms of the leases.
Deferred Finance and Debt Expense -- The Company capitalizes
the costs incurred in connection with obtaining short-term or long-term debt or
refinancing existing debt. These costs are amortized on the straight-line
method over the initial terms of the debt.
Leases -- All leases are operating leases whereby rents are
recorded as real estate operating revenue, and reimbursement of operating
expenses are offset against property expenses included in operating, general
and administrative expenses. The straight-line basis is used to recognize
rents under leases entered into which provide for varying rents over the lease
terms.
Income Taxes -- The Company recognizes deferred taxes for the
temporary differences between the tax bases of its assets and liabilities and
the amounts reported in the financial statements at enacted statutory tax
rates.
Reorganization Costs -- Reorganization costs consist of legal,
accounting and other professional fees incurred in connection with
consultations on restructuring alternatives of the Company.
Amounts Per Share -- Amounts per share are computed based upon
the weighted average number of shares outstanding during the period.
F-7
3. COMPARABLE TRANSITIONAL PERIOD FINANCIAL DATA
In November 1993, the Company changed to a calendar year from
a fiscal year ending on the last Saturday in July to be consistent with the
predominant real estate industry practice. The change of fiscal year resulted
in a transition period of five months beginning on August 1, 1993 and ending on
December 31, 1993. Presented below is the financial data for the years ended
December 31, 1994 and 1993 (amounts in thousands).
[Download Table]
YEAR YEAR
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1994 1993
------------ ------------
(UNAUDITED)
Continuing Operations:
Real estate operating revenue $ 11,572 $ 9,320
Gains on sales of real estate and
real estate leases 161 7,686
Reorganization costs (3,721) (4,400)
Depreciation and amortization (1,821) (1,876)
Operating, general and
administrative expenses (3,595) (1,501)
Interest and debt expense (3,331) (855)
Other income and interest 4,768 1,270
-------- -------
Income from continuing operations 4,033 9,644
Loss from discontinued operations -- (280)
-------- -------
NET INCOME $ 4,033 $ 9,364
========= =========
F-8
4. REAL ESTATE
(amounts in thousands)
[Enlarge/Download Table]
DECEMBER 31, DECEMBER 31,
1994 1993
------------ ------------
Land $ 26,460 $ 26,460
Buildings, leaseholds and leasehold improvements 59,851 59,654
Predevelopment and other deferred costs 27,213 13,653
-------- --------
113,524 99,767
Less: Accumulated depreciation and amortization 36,365 35,124
-------- --------
77,159 64,643
Investment in unconsolidated joint venture
(Kings Plaza Mall) 7,499 6,239
-------- --------
Real estate, net $ 84,658 $ 70,882
======== ========
Summary financial information for the Kings Plaza Mall is as follows (amounts in thousands):
[Download Table]
SIX MONTHS
ENDED FISCAL YEAR ENDED JUNE 30,
DEC. 31, -------------------------------
1994 1994 1993 1992
---------- ---- ---- ----
(UNAUDITED)
Operating revenue $ 12,694 $ 24,635 $ 23,890 $ 21,790
-------- -------- -------- --------
Operating costs 8,590 17,662 17,477 16,486
Depreciation and amortization 649 1,147 1,231 1,253
Interest expense 879 1,945 2,270 1,932
-------- -------- -------- --------
10,118 20,754 20,978 19,671
-------- -------- -------- --------
Income before taxes $ 2,576 $ 3,881 $ 2,912 $ 2,119
======== ======== ======== ========
Assets, principally cash (at
June 30, 1993 and 1992) and
property and equipment $ 28,600 $ 33,800 $ 40,500 $ 32,200
======== ======== ======== ========
Liabilities $ 17,400 $ 19,500 $ 22,600 $ 17,200
======== ======== ======== ========
As of March 24, 1995, the Company had not paid real estate
taxes that were due on its Rego Park, Lexington Avenue, Third Avenue and Kings
Plaza Store properties in the aggregate principal amount of approximately
$5,900,000 plus interest.
During the first quarter of 1995, the Company entered into
separate agreements with The City of New York on its Rego Park and Lexington
Avenue properties pursuant to which the Company made an initial installment
payment of 15% of all delinquent taxes, plus interest on each property
calculated to the date of the respective installment agreements. Thereafter,
the Company is required to make equal quarterly installment payments until all
delinquent taxes and interest on each of these properties are paid in full.
F-9
On March 15, 1995, the Company entered into a 60-day escrow
agreement with a title company in the amount of approximately $7,000,000
representing both principal and interest owed on the unpaid real estate taxes
including the amounts owing under the agreements. The escrow agreement
established an interest bearing cash collateral account and was funded from the
proceeds of certain of the Company's financings.
5. PROVISION FOR ESTIMATED LOSSES AND EXPENSES ON DISCONTINUED OPERATIONS
The results of the retail operations, together with the
provisions for estimated future losses, are presented as "discontinued
operations" in the consolidated statements of operations. The Company provided
significant reserves in the amount of approximately $97,800,000 in the third
quarter of the fiscal year ended July 25, 1992 for estimated expenses and
losses to be incurred in connection with discontinuing its retail operations.
In addition, the Company recorded a one-time transition charge of approximately
$21,400,000 resulting from its adoption of Statement of Financial Accounting
Standards ("SFAS"), 106, "Employees' Accounting for Postretirement Benefits
Other Than Pensions" and increased the loss from discontinued operations by
approximately $500,000 for the fiscal year ended July 31, 1993. The amounts
utilized and remaining reserves are summarized as follows (amounts in
thousands) :
[Enlarge/Download Table]
DEC. 31, 1994 DEC. 31, 1993 JULY 31, 1993 JULY 25, 1992
------------- ------------- ------------- -------------
Balance at beginning of period $ 32,808 $ 44,047 $ 53,402 $ --
Provisions provided during period -- -- 21,926 97,800
Utilized during period (5,485) (11,239) (31,281) (44,398)
----------- ----------- ---------- ----------
Balance at end of period $ 27,323 $ 32,808 $ 44,047 $ 53,402
========= ========= ========= =========
The balance remaining is reflected in the consolidated balance sheet as of
December 31, 1994 as follows (amounts in thousands):
[Download Table]
Accrual for losses from
discontinued operations $ 26,742
Liabilities subject to settlement
under reorganization
proceedings-discontinued retail
operations 581
---------
$ 27,323
=========
It is the opinion of management that these reserves represent
a reasonable estimation of the remaining costs associated with discontinuing
the retail operations. However, due to the continuing uncertainties with
respect to (i) the final resolution of all bankruptcy claims filed or
continuing to be filed against the Company in the Bankruptcy Court cases, (ii)
the final cost of interest accruing on unpaid unsecured creditors' claims and
(iii) the contingent obligations of the Company with respect to its former
employees' postretirement health care benefits, the ultimate amount of such
costs to be incurred is presently not determinable. Any future additions
F-10
to these reserves will be provided when known. Any excess in such reserves
over actual costs incurred will be recorded as income when they become
reasonably certain.
6. DEBT
(amounts in thousands)
[Download Table]
DEC. 31, 1994 DEC. 31, 1993
------------- -------------
Items included in secured debt:
First mortgage loans, payable to
1998, with interest rates ranging
from 8.5% to 10.5% at December 31, 1994 $ 27,012 $ 16,136
Secured note, payable in semiannual
installments to 2000, with
interest at 7.3% at December 31, 1994 8,318 8,330
Bank loan with average interest rate
of 8.0% at December 31, 1994 16,324 17,100
-------- --------
51,654 41,566
-------- --------
Other debt:
Bank loans, 731 Limited
Partnership, with average interest
rates of 12.1% at December 31, 1994 1,188 1,188
Other (included in liabilities subject to
settlement under reorganization proceedings) 731 766
--------- ---------
1,919 1,954
--------- ---------
$ 53,573 $ 43,520
======== =========
A summary of maturities of long-term debt is as follows (amounts in thousands):
Year ending December 31,
[Download Table]
1995 $ 11,223
1996 20,081
1997 135
1998 13,425
Thereafter 8,709
--------
$ 53,573
========
Approximately $900,000 in standby letters of credit were
issued at December 31, 1994.
F-11
At December 31, 1994, the Company held an 82% interest in the
Seven Thirty One Limited Partnership (the "Partnership"). A third party (the
"731 Limited Partners"), as a limited partner, held an 18% interest in the
Partnership.
The outside 731 Limited Partners have the right to require the
Partnership to redeem their partnership interest in two separate stages for an
aggregate amount of approximately $35,000,000, plus capitalized interest from
the effective date of the Plan to the date of redemption of approximately
$1,800,000. In January 1995, the Partnership redeemed the first portion of
the outside 731 Limited Partners' interest by giving such limited partner a
promissory note due in August 1998 in the amount of approximately
$21,800,000 (the "Note"). The Note bears interest at the prime rate and is
secured by a second mortgage on the Lexington Avenue property. The outside 731
Limited Partners have the right to put their remaining 7.64% interest to the
Partnership for a five-year period in exchange for a five-year secured note
in the principal amount of $15,000,000, bearing interest at a rate equal to
the Prime Rate plus 1%. The Company currently holds a 92.36% interest in the
Partnership.
The effect of the $21,800,000 redemption by the Partnership
of the first portion of the 731 Limited Partners' partnership interest on the
Company's balance sheet will be an increase to real estate a reduction in
minority interest for the redeemed shares, and an increase in debt.
The Company incurred $5,133,000 of total interest costs during
1994 of which $1,718,000 was capitalized.
The net carrying value of real estate collateralizing
mortgages amounted to $45,980,000 at December 31, 1994.
7. LEASES
Leases and Sales of Leases
During the 53 weeks ended July 31, 1993, the Company sold its
interests in four real property leases and assigned another real property
lease. The Company received proceeds of $33,701,000, and recorded a pre-tax
gain of $28,779,000.
F-12
As Lessor
The Company currently (i) net leases to the Caldor Corporation
("Caldor") its Fordham Road property, (ii) net subleases to Caldor its Flushing
property and (iii) net leases its Third Avenue property to an affiliate of
Conway Stores, Inc. ("Conway").
The rental terms for the properties leased to Caldor and
Conway range from 20 years to approximately 34 years. The leases provide for
the payment of fixed base rentals payable monthly in advance and for the
payment by the lessees of additional rents based on a percentage of the
tenants' sales as well as reimbursements of real estate taxes, insurance and
maintenance.
As of December 31, 1994, future base rental revenue, under
noncancellable operating leases is as follows:
[Download Table]
YEAR ENDING TOTAL
DECEMBER 31, AMOUNTS
------------ -------
1995 $ 7,287,000
1996 7,435,000
1997 7,467,000
1998 7,831,000
1999 7,876,000
Thereafter 185,430,000
Revenues from the Caldor leases represent approximately 63% of
the Company's consolidated revenues for the year ended December 31, 1994.
Revenues from the Conway lease represents approximately 13% of the Company's
consolidated revenues for the year ended December 31, 1994. The Company
believes that the loss of either of these tenants would have a material adverse
effect on the Company.
In addition, the Company has entered into leases with Sears,
Caldor and Marshalls for its Rego Park Redevelopment Property and has entered
into "pad" leases with Waban, Inc., which operates B.J.'s Wholesale Clubs and
Home Depot at its Paramus Redevelopment Property.
The Rego Park leases referred to above require the Company to
build a multi-level parking garage annexed to the existing building where these
stores will be located, to subdivide and reface the building and to make other
improvements. Rentals commence under these leases upon the completion of such
projects. Construction commenced in December 1994.
In connection with the Waban's and Home Depot leases at
Paramus, rentals commence upon the completion of the construction of the
buildings which is subject to obtaining various governmental approvals. If the
proposed condemnation of a portion of the Paramus property were to occur, the
required governmental approvals could not be obtained.
F-13
As Lessee
The Company is a tenant under a long-term lease for the Flushing
property which expires on January 31, 2027. Future minimum lease payments
under the operating lease at December 31, 1994 are as follows:
[Download Table]
Year Ending
December 31, Amount
------------ ------
1995 $ 496,000
1996 496,000
1997 344,000
1998 331,000
1999 331,000
Thereafter 6,017,000
8. INCOME TAXES
For the year ended December 31, 1994, the Company had net income of
approximately $4,033,000 for financial reporting purposes, for which no
federal tax provision is currently provided due to the carryover of net
operating losses ("NOLs"). The Company has remaining NOL carryovers for tax
purposes of approximately $110,000,000 at December 31, 1994, of which
$5,000,000, $52,000,000, $22,000,000, $15,000,000 and $16,000,000 expire in
2005, 2006, 2007, 2008 and 2009, respectively. The Company also had
investment tax and targeted jobs tax credits of approximately $3,000,000
expiring in 2002 through 2005.
The Company intends to elect to be taxed as a real estate investment
trust ("REIT") under sections 856 through 860 of the Internal Revenue Code of
1986, as amended (the "Code"), effective for the taxable year ended December
31, 1995. Under the Code, the Company's NOL carryovers generally would be
available to offset the amount of the Company's REIT taxable income that
otherwise would be required to be distributed to its stockholders. The
Company currently does not anticipate making any distributions during 1995.
In addition, the Company had a deferred tax liability of approximately
$1,254,000 at December 31, 1994, which amount will be reversed in 1995 when
the Company elects to be taxed as a REIT.
F-14
9. RELATED PARTY TRANSACTIONS
The Company is a party to a Real Estate Retention Agreement with
Vornado Realty Trust ("Vornado"). Interstate Properties ("Interstate"), a
partnership of which Steven Roth, a director of the Company, is the managing
general partner, owns 27.1% of the outstanding common stock of the Company and
owns 30.9% of the outstanding common shares of beneficial interest of Vornado.
In addition, Mr. Roth owns 4.1% of the outstanding common shares of beneficial
interest of Vornado. Mr. Roth, Interstate and the other two general partners
of Interstate own, in the aggregate, 36.6% of the outstanding Common Shares of
beneficial interest of Vornado. Vornado owns 29.3% of the outstanding common
stock of the Company and, because of the relationship between Interstate, Mr.
Roth and Vornado, Interstate and Vornado have filed as a "group" with the
Securities and Exchange Commission in connection with their respective
holdings in the Company. Pursuant to the Retention Agreement, Vornado agreed
to act as the Company's exclusive leasing agent. The Retention Agreement will
continue until March 2, 1998 after which it will automatically renew on a
year-to-year basis, terminable by either party at the end of each year on not
less than 60 days' prior notice.
At December 31, 1994, the Company owed Vornado approximately
$12,400,000 for transactions completed to date in connection with the leasing
of, or the sale of leases on, approximately two-thirds of the Company's store
properties. This amount will be payable over a seven-year period in an amount
not to exceed $2,500,000 in any calendar year until the present value of such
installments (calculated at a discount rate of 9% per annum) paid to Vornado
equals the amount that would have been paid had it been paid on September 21,
1993 or at the time of the transaction giving rise to the commission, if
later. This amount is included in "taxes payable and accrued liabilities" in
the Consolidated Balance Sheets as of December 31, 1994.
In September 1994, the Company obtained from Interprop Fordham, Inc.,
an affiliate of Interstate, and Citibank, N.A. a short-term secured loan of
$10,000,000 which enabled the Company to make the $2,600,000 payment to the
unsecured creditors and to fund a portion of the Company's working capital and
capital expenditure requirements. This loan was repaid during the first quarter
of 1995.
During the twelve months ended December 31, 1994, the five months
ended December 31, 1993 and the fiscal year 1993, Vornado through Interstate
was paid $57,000, $2,000 and $445,000, respectively, by the Kings Plaza
Shopping Center for performing leasing services. For the fiscal year 1992,
Interstate was paid $694,000 by the Kings Plaza Shopping Center for performing
leasing services.
See Note 14 for a discussion of a recent financing provided by
Vornado.
F-15
10. ISSUANCE OF SHARES
As of the Effective Date of the Company's Plan, the Company's
Certificate of Incorporation was amended and restated to authorize the
issuance of 26,000,000 shares of which 3,000,000 are Preferred Stock, par
value $1.00 per share, 10,000,000 shares are Common Stock, par value $1.00 per
share, and 13,000,000 are Excess Stock, par value $1.00 per share. At
December 31, 1994, December 31, 1993, July 31, 1993, and July 25, 1992,
1,000,000 shares of Preferred Stock were authorized (none issued) and there
was no authorized Excess Stock.
11. LEGAL PROCEEDINGS
In 1991, the Company settled a zoning-related litigation with, among
others, the Borough of Paramus and the owners of a shopping center proximate
to the Company's Paramus, New Jersey property (the "Westland Parties"). On
November 14, 1994, the Company commenced a proceeding in the Bankruptcy Court
against the Westland Parties to compel payment pursuant to such settlement.
On December 30, 1994, the Company and the Westland Parties reached a
settlement with respect to such proceeding and the Company received a
promissory note from the Westland Parties in the principal amount of
$4,550,000 which was paid January 10, 1995 in exchange for a full release by
the Company from any and all claims relating to such matters.
12. COMMITMENTS AND CONTINGENCIES
Paramus Property
The State of New Jersey has notified the Company of its intention to
condemn a portion of the Paramus property and has conducted an appraisal, the
results of which have not yet been communicated to the Company. If the
condemnation occurs, the Company will be required to change its development
plans and Home Depot and B.J.'s Wholesale Clubs will not be obligated under
their current leases, and the time and cost to develop
the Paramus property may materially increase.
Lexington Avenue Property
The Company believes that, along with a number of other locations, a
portion of the Lexington Avenue property is being considered by the Port
Authority of New York and New Jersey (the "Port Authority") for the site of
the terminus for a rail link from midtown Manhattan to LaGuardia and Kennedy
Airports. In June 1994, the Federal Aviation Administration ("FAA") and the
New York State Department of Transportation ("NYDOT") released a draft
environmental impact statement ("DEIS") and Section 4(f) Evaluation (the "DEIS
and Section 4(f) Evaluation") of the Port Authority's proposed rail link. On
December 15, 1994, the Company submitted a letter of comment and a report to
the U.S. Department of Transportation, the FAA and the NYDOT on the DEIS and
Section 4(f) Evaluation pursuant to the period of public comment which
terminated on December 15,
F-16
1994. The Company expressed its opposition to the consideration of a portion
of the Lexington Avenue property for the site of the terminus. Approval of
numerous federal, New York State and New York City agencies are required
before construction could begin. The Company does not know whether the rail
link terminus project will be undertaken or, if undertaken, the timing of the
project and whether the Lexington Avenue property will be chosen as the site
of the terminus.
If the project proceeds and the Port Authority selects a portion of
the Lexington Avenue property for such use and can establish that it is needed
to serve a public use, benefit or purpose, the Port Authority, after
conducting the requisite public hearings, may acquire such portion of the
Lexington Avenue property pursuant to its powers of eminent domain. The
Company has the right to appeal any such action by the Port Authority. If the
Port Authority prevails, the Company would be entitled to compensation for its
loss. Since the nature and scope of any plans being considered by the Port
Authority, and whether any such plans would ultimately affect the Lexington
Avenue property, cannot be fully assessed by the Company at this time, it is
impossible to determine the ultimate effect that a taking, or any uncertainty
with respect thereto, would have on the Company's use or development of the
Lexington Avenue property.
Tax Certiorari Proceedings
The Company is currently negotiating with the City of New York a
settlement of both these unpaid real estate taxes and certiorari proceedings
that are currently pending before the City of New York on several of its
properties, some of which are properties where the real estate taxes remain
unpaid.
Alexander's Department Stores of Valley Stream, Inc. ("ADS of Valley
Stream") is a party to a tax certiorari proceeding against The Board of
Assessors and The Board of Assessment Review of the County of Nassau (the
"Board") for overpayment of taxes on its former Valley Stream store property
during the assessment rolls for May 1, 1986 through May 1, 1992. On
January 12, 1995, the Supreme Court of Nassau County, New York ruled that ADS
of Valley Stream is entitled to an assessment reduction which would result in
a refund of approximately $8,200,000, plus $1,300,000 in interest. The
Company has been informed by the Board that it intends to appeal the court's
decision.
Rego Park Property
The Company is currently building a parking structure and certain
additional improvements at the Rego Park property. The Company estimates that
its construction costs to build the parking structure and make certain
additional improvements at the Rego Park site will be approximately
$33,000,000 to $35,000,000. This amount includes approximately $3,000,000 to
transport and dispose of soil containing lead which must be removed to
complete the project.
F-17
13. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(amounts in thousands except per share amounts)
[Enlarge/Download Table]
Year Ended Five Months Ended Fifty-Three Weeks Ended
December 31, 1994 December 31, 1993 July 31, 1993
----------------- ----------------- -----------------------
1st 2nd 3rd 4th 3rd 4th 1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
(two (three
months) months)
Real estate
operating
revenue $ 2,896 $ 2,519 $ 3,062 $ 3,095 $ 2,030 $ 3,103 $ 612 $ 1,205 $ 1,368 $ 2,395
Income/(loss)
from continuing
operations 650 86 757 2,540 645 301 (1,546) 27,959 (99) 837
Loss from
discontinued
operations -- -- -- -- -- -- (110) (147) (110) (110)
Cumulative
effect of
change in
accounting -- -- -- -- -- -- (21,449) -- -- --
Net income/
(loss) 650 86 757 2,540 645 301 (23,105) 27,812 (209) 727
Income/(loss)
per common
share:
Continuing
operations 0.13 0.02 0.15 0.51 0.13 0.06 (0.31) 5.62 (0.02) 0.17
Discontinued
operations -- -- -- -- -- -- (0.02) (0.03) (0.02) (0.02)
Cumulative
effect of
change in
accounting -- -- -- -- -- -- (4.31) -- -- --
Total $ 0.13 $ 0.02 $ 0.15 $ 0.51 $ 0.13 $ 0.06 $(4.64) $ 5.59 $(0.04) $ 0.15
(a) The total for the year ended July 31, 1993 differs from the sum of the
quarters as a result of the weighting of the average number of shares
outstanding.
F-18
14. SUBSEQUENT EVENTS
Effective March 2, 1995, following the Bankruptcy Court approval of
the financing and management arrangements described below, the Company engaged
Vornado Realty Trust ("Vornado") to act for it in the management and direction
of virtually all of its business affairs pursuant to the Management and
Development Agreement between the Company and Vornado dated February 6, 1995
(the "Management and Development Agreement"). Under the Management and
Development Agreement, the term of which is three years, Vornado will provide
the Company with strategic and day-to-day management services, including
operation, maintenance, management, design, planning, construction and
development of the Company's Redevelopment Properties. Pursuant to the
Management and Development Agreement, Steven Roth, a director of the Company
and the Chairman and Chief Executive Officer of Vornado, a New York Stock
Exchange listed real estate investment trust and an affiliate of the Company,
became the Chief Executive Officer of the Company on March 2, 1995.
On March 2, 1995, Vornado, which previously owned 2.2% of the
Company's Common Shares, purchased 27.1% of the Company's Common Shares owned
by Citibank, N.A. (the "Vornado Acquisition"). In connection with the Vornado
Acquisition, Vornado agreed to provide the Company with certain financing
(described below) and to act as manager of the Company pursuant to the
Management and Development Agreement. In addition, the Company concluded to
elect to be taxed as a REIT effective for the taxable year ended December 31,
1995.
On March 15, 1995, the Company borrowed from Vornado and a bank an
aggregate amount of approximately $75,000,000, at a blended interest rate per
annum of 13.8%, secured by, among other things, mortgages on the Lexington
Avenue, Rego Park, Fordham Road, Kings Plaza Store, Third Avenue and Paramus
properties, a pledge of the stock of the Company and its wholly owned
subsidiaries and a pledge by the Company and one of its wholly owned
subsidiaries of their respective partnership interests in the 731 Partnership.
The loan with Vornado is in the principal amount of $45,000,000 and is
subordinated to that of the bank.
The loans, which are guaranteed by substantially all of the
Company's wholly owned subsidiaries, mature on March 15, 1998. As a result of
the subordination, the Vornado loan bears interest at a rate per annum equal
to 16.43% during the first two years of the loan, and 9.92% plus the One-Year
Treasury Rate during the third year and the bank loan bears interest at a rate
per annum equal to 9.86% during the first two years of the loan, and 3.25%
plus the One-Year Treasury Rate during the third year. The Company paid a
fee to the bank and to Vornado of $375,000 and $1,500,000, respectively. In
addition, the loans, among other things, require the Company to grant to
Vornado and the bank mortgage liens on all after-acquired properties and
prohibit the Company from developing undeveloped property without approved
leases for more than 50% of such property's projected leasable space.
F-19
The proceeds of the foregoing loans were used to pay the general
unsecured creditors of the Company, to repay existing loans on the Lexington
Avenue, Rego Park and Kings Plaza Store properties, to fund the cash
collateral account established pursuant to an escrow agreement for the payment
of certain unpaid real estate taxes, and to establish the cash collateral
accounts in the amount of approximately $8,100,000 for purposes of funding the
remaining disputed claims in the Bankruptcy Court cases as they become
allowed. The remaining proceeds of the such loans will be used for general
corporate purposes, including the development of the Redevelopment Properties.
On February 24, 1995, the Company obtained a $25,000,000 bank loan
secured by, among other things, a mortgage on the Fordham Road property. The
proceeds were used to discharge the existing mortgage on the Fordham Road
property, and for general corporate purposes. Such loan matures on February
24, 2000 and bears interest at a rate per annum equal to the LIBOR Rate plus
4.25%. In addition, the Company paid a one-time facility fee of $375,000.
On March 29, 1995, the Company obtained from a bank a $60,000,000
construction loan and a $25,000,000 bridge loan each secured by, among other
things, a mortgage on the Rego Park property. As of March 30, 1995,
$21,600,000 in the aggregate was funded under such loans. The proceeds will
be used to construct certain improvements at the Rego Park property and for
general corporate purposes. Such loans mature on April 1, 1997 (but may be
extended under certain circumstances for one year) and bear interest at a
variable rate per annum equal to, at the option of the Company, (i) LIBOR
Rate plus 1.625% or (ii) the greater of (a) the Federal Funds Rate plus 1.125%
or (b) the prime commercial lending rate plus 0.625%.
F-20
Commission File No. 1-6064
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
EXHIBITS
to
FORM 10-K
Annual Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
_______________
ALEXANDER'S, INC.
Index to Exhibits
The following is a list of all exhibits filed as part of this Report:
[Enlarge/Download Table]
EXHIBIT NO. DOCUMENT PAGE
----------- -------- ----
3(i) Certificate of Incorporation, as amended. Incorporated herein by reference from Exhibit 3.0 to the
Registrant's Current Report on Form 8-K dated September 21, 1993.
3(ii) By-Laws, as amended. Incorporated herein by reference from Exhibit 3(B) to the Registrant's Form
10-K for the fiscal year ended July 27, 1991.
10(i)(A)(1)* Agreement, dated as of December 4, 1985, among Seven Thirty One Limited Partnership ("731 Limited
Partnership"), Alexander's Department Stores of Lexington Avenue, Inc., the Company, Emanuel Gruss,
Riane Gruss and Elizabeth Goldberg (collectively, the "Partners"). Incorporated herein by reference
from Exhibit 10(i)(F)(1) to the Registrant's Form 10-K for the fiscal year ended July 26, 1986.
10(i)(A)(2) Amended and Restated Agreement of Limited Partnership in the 731 Limited Partnership, dated as of
August 21, 1986, among the Partners. Incorporated herein by reference from Exhibit 1 to the
Registrant's Current Report on Form 8-K, dated August 21, 1986.
10(i)(A)(3) Third Amendment to Amended and Restated Agreement of Limited Partnership dated December 30, 1994,
among the Partners. Filed herewith.
10(i)(B)(1) Promissory Note Modification Agreement, dated October 4, 1993, between Alexander's Department Stores
of New Jersey, Inc. and New York Life Insurance Company ("New York Life"). Incorporated herein by
reference from Exhibit 10(i)(3)(a) to the Registrant's Form 10-K for the Transition Period August 1,
1993 to December 31, 1993.
10(i)(B)(2) Mortgage Modification Agreement, dated October 4, 1993, by Alexander's Department Stores of New
Jersey, Inc. and New York Life Incorporated herein by reference from Exhibit 10(i)(E)(3)(a) to the
Registrant's Form 10-K for the Transition Period August 1, 1993 to December 31, 1993.
[Enlarge/Download Table]
EXHIBIT NO. DOCUMENT PAGE
----------- -------- ----
10(i)(C)* Credit Agreement, dated March 15, 1995, among the Company and Vornado Lending Corp. Filed herewith.
10(i)(D)* Credit Agreement, dated March 15, 1995, among the Company and First Fidelity Bank, National
Association. Filed herewith.
10(i)(E)* Building Loan Agreement, dated as of March 29, 1995, among the Company, Union Bank of Switzerland
("UBS") (New York Branch) as Lender and UBS (New York Branch) as Agent. Filed herewith.
10(i)(F)* Project Loan Agreement, dated as of March 29,1995, among the Company, UBS (New York Branch), as
Lender and UBS (New York Branch) as Agent. Filed herewith.
10(i)(G)(1) Real Estate Retention Agreement dated as of July 20, 1992, between Vornado Realty Trust and Keen
Realty Consultants, Inc., each as special real estate consultants, and the Company. Incorporated
herein by reference from Exhibit 10(i)(O) to the Registrant's Form 10-K for the fiscal year ended
July 25, 1992.
10(i)(G)(2) Extension Agreement to the Real Estate Retention Agreement, dated as of February 6, 1995, between the
Company and Vornado Realty Trust. Filed herewith.
10(i)(H) Management and Development Agreement, dated as of February 6, 1995, between Vornado Realty Trust and
the Company, on behalf of itself and each subsidiary listed therein. Incorporated herein by
reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated February 6, 1995.
10(i)(I) Standstill and Corporate Governance Agreement, dated as of February 6, 1995, by and among Vornado
Realty Trust, Interstate Properties and the Company. Incorporated herein by reference from Exhibit
10.2 to the Registrant's Current Report on Form 8-K dated February 6, 1995.
[Enlarge/Download Table]
EXHIBIT NO. DOCUMENT PAGE
----------- -------- ----
10(i)(J) Commitment letter, dated as of February 6, 1995, between Vornado Realty Trust and the Company.
Incorporated herein by reference from Exhibit 10.3 to the Registrant's Current Report on Form 8-K
dated February 6, 1995.
10(i)(K) Consulting Retention Agreement, dated as of August 26, 1993, between the Company and Versar, Inc.
Incorporated herein by reference from Exhibit 10(i)(4) to the Registrant's Form 10-K for the fiscal
year ended July 31, 1993.
10(i)(L) Consulting Retention Agreement, dated as of August 19, 1993, between the Company and Certified
Engineering and Testing Co., Inc. Incorporated herein by reference from Exhibit 10(i)(J) to the
Registrant's Form 10-K for the fiscal year ended July 31, 1993.
10(i)(M) Consulting Retention Agreement, dated as of August 10, 1993, between the Company and Merritt &
Harris, Inc. Incorporated herein by reference from Exhibit 10(i)(I) to the Registrant's Form 10-K
for the fiscal year ended July 31, 1993.
10(ii)(A)(1)* Agreement of Lease, dated April 22, 1966, between S&E Realty Company and Alexander's Department
Stores of Valley Stream, Inc. Incorporated herein by reference from Exhibit 13N to the Registrant's
Registration Statement on Form S-1 (Registration No. 2-29780).
10(ii)(A)(2) Guarantee, dated April 22, 1966, of the Lease described as Exhibit 10(ii)(A)(1) above by Alexander's
Department Stores, Inc. Incorporated herein by reference from Exhibit 13N(1) to the Registrant's
Registration Statement on Form S-1 (Registration No. 2-29780).
10(ii)(A)(3)* Agreement of Lease, between Alexander's, Inc. and Sears Roebuck & Co. Incorporated herein by reference
from Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1994.
10(ii)(A)(4)* Amendment to the Lease, between Alexander's, Inc. and Sears Roebuck & Co., dated March 29,
1995. Filed herewith.
[Enlarge/Download Table]
EXHIBIT NO. DOCUMENT PAGE
----------- -------- ----
10(ii)(A)(5)* Agreement, dated as of December 1, 1992, between Alexander's Department Stores of Yonkers, Inc. and
Bradlees, Inc. relating to the sale and assignment of leasehold interest in the property located at
2500 Central Park Avenue, Yonkers, New York. Incorporated herein by reference from Exhibit
10(ii)(E)(3) to the Registrant's Form 10-K for the fiscal year ended July 25, 1992.
10(ii)(A)(6)* Lease for Rego Park, Queens, New York, dated as of December 1, 1992, between the Company, as
landlord, and Caldor, as tenant. Incorporated herein by reference from Exhibit 10(ii)(E)(5) to the
Registrant's Form 10-K for the fiscal year ended July 25, 1992.
10(ii)(A)(7)(a)* Lease for Fordham Road, Bronx, New York, dated as of December 1, 1992, between the Company, as
landlord, and Caldor, as tenant. Incorporated herein by reference from Exhibit 10(ii)(E)(6) to the
Registrant's Form 10-K for the fiscal year ended July 25, 1992.
10(ii)(A)(7)(b) First Amendment to the Lease for Fordham Road, Bronx, New York, dated as of February 22, 1995, between
the Company, as Landlord, and Caldor, as tenant. Filed herewith.
10(ii)(A)(8)(a)* Lease for Roosevelt Avenue, Flushing, New York, dated as of December 1, 1992, between the Company, as
landlord, and Caldor, as tenant. Incorporated herein by reference from Exhibit 10(ii)(E)(7) to the
Registrant's Form 10-K for the fiscal year ended July 25, 1992.
10(ii)(A)(8)(b) First Amendment to Sublease for Roosevelt Avenue, Flushing, New York, dated as of February 22, 1995
between the Company as sublandlord, and Caldor, as tenant. Filed herewith.
10(ii)(A)(9)* Lease Agreement, dated March 1, 1993 by and between the Company and Alex Third Avenue Acquisition
Associates. Incorporated by reference from Exhibit 10(ii)(F) to the Registrant's Form 10-K for the
fiscal year ended July 31, 1993.
10(ii)(A)(10)* Agreement of Lease, between Alexander's Department Stores of New Jersey, Inc. and Waban, Inc.
Incorporated herein by reference from Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
for the twelve weeks ended October 23, 1993, dated December 7, 1993.
[Enlarge/Download Table]
EXHIBIT NO. DOCUMENT PAGE
----------- -------- ----
10(ii)(A)(11)* Agreement of Lease, between Alexander's Department Store of New Jersey, Inc. and Home Depot U.S.A.,
Inc. Incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form
10-Q for the twelve weeks ended October 23, 1993, dated December 7, 1993.
10(ii)(A)(12)(a)* Agreement of Lease, between the Company and Marshalls of Richfield, MN., Inc., dated as of March 1,
1995. Filed herewith.
10(ii)(A)(12)(b) Guaranty, dated March 1, 1995, of the Lease described in Exhibit 10(ii)(A)(12)(a) above by the
Company. Filed herewith.
10(iii)(A) Employment Agreement, dated March 29, 1995, between Brian M. Kurtz and the Company. Filed herewith.
10(iii)(B) Employment Agreement, dated February 9, 1995, between the Company and Stephen Mann. Filed herewith.
21 Subsidiaries of Registrant. Filed herewith.
27 Financial Data Schedule. Filed herewith.
______________
* The basic operating agreements have been filed herewith or
incorporated by reference. Certain amendments, supplements and other
related agreements which are not material to current operations have
not been filed but will be made available upon request.
Dates Referenced Herein and Documents Incorporated by Reference
4 Subsequent Filings that Reference this Filing
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