Attached files
| file | filename |
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| EX-31.1 - PRESIDENTIAL REALTY CORP/DE/ | v182209_ex31-1.htm |
| EX-31.2 - PRESIDENTIAL REALTY CORP/DE/ | v182209_ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
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(MARK
ONE)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31,
2009
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OR
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
file number 1-8594
PRESIDENTIAL REALTY
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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13-1954619
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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180
South Broadway,
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10605
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White Plains, New York
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(Zip
Code)
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(Address
of principal executive
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||
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offices)
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Registrant’s
telephone number, including area code 914-948-1300
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name
of each exchange on
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Class
B Common Stock
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which registered
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NYSE
AMEX LLC
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Securities
registered pursuant to Section 12(g) of the Act:
Class A Common
Stock
(Title of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes ¨ No ¨
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
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer”, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨
(Do not check if a smaller reporting
company)
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Smaller
reporting company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes ¨ No x
The
aggregate market value of voting stock held by non-affiliates of the registrant
based on the closing price of the stock at June 30, 2009 was $2,581,000.
The registrant has no non-voting stock.
The
number of shares outstanding of each of the registrant’s classes of common stock
as of March 24, 2010 was 442,533 shares of Class A common stock and 2,957,147
shares of Class B common stock.
Documents Incorporated by
Reference: None.
PRESIDENTIAL REALTY
CORPORATION
TABLE OF
CONTENTS
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Explanatory
Note
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1
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Part
III
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Item 10.
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Directors,
Executive Officers and Corporate Governance
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2
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Item 11.
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Executive
Compensation
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4
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Item 12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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9
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Item 13.
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Certain
Relationships And Related Transactions, and Director
Independence
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11
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Item 14.
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Principal
Accounting Fees and Services
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12
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Part
IV
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Item
15.
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Exhibits,
Financial Statement Schedules
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13
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Signatures
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14
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EXPLANATORY
NOTE
Presidential
Realty Corporation filed with the Securities and Exchange Commission (the “SEC”)
an Annual Report on Form 10-K for the fiscal year ended December 31, 2009
(“2009 Form 10-K”) on March 30, 2010. The Company is filing this
Amendment No. 1 on Form 10-K/A in order to add the Part III
information, which was previously included in the 2009 Form 10-K by
reference to our definitive Proxy Statement that will not be filed before April
30, 2010.
No
attempt has been made in this Amendment No. 1 on Form 10-K/A to modify
or update the other disclosures presented in the 2009 Form 10-K. This
Amendment No. 1 on Form 10-K/A does not reflect events occurring after
the filing of the 2009 Form 10-K. Accordingly, this Amendment No. 1 on
Form 10-K/A should be read in conjunction with the 2009 Form 10-K and
the Company’s other filings with the SEC.
In this
Amendment No. 1 on Form 10-K/A, we also refer to Presidential Realty
Corporation as “Presidential,”, “the Company”, “we,” “us,” “our,” “our
corporation,” or “the corporation.”
1
PART
III
ITEM 10.
DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE
Directors
of the Company
As of
April 23, 2010, the directors of the Company were as follows:
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Name and Age of Director
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Occupation or Principal
Employment
for Past 5 Years
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First
Became Director
of Presidential or its
Predecessor Company
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||
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Steven Baruch (71) (1)
(3)
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Executive
Vice President of Presidential
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2007
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Robert Feder (79) (2)
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Partner,
Cuddy & Feder, Attorneys
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1981
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Jeffrey F. Joseph (68) (1)
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President
and Chief Executive Officer of Presidential
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1993
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Thomas Viertel (68) (1)
(3)
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Executive
Vice President and Chief Financial Officer of
Presidential
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2009
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Richard
Brandt (82)
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Chairman Emeritus and Consultant to Trans-Lux
Corporation until December 31, 2009 (4)
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1972
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Mortimer
M. Caplin (93)
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Partner, Caplin & Drysdale, Attorneys
(5)
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1984
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(1)
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Member
of the Executive Committee of the
Board.
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(2)
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Mr.
Feder was elected Chairman of the Board of Presidential in April,
2009.
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(3)
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Steven
Baruch and Thomas Viertel are
cousins.
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(4)
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Trans-Lux
Corporation is a manufacturer of stock tickers and electronic displays and
operates some real estate.
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(5)
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Mr. Caplin
is also a director of Danaher
Corporation.
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Executive
Officers of the Company
As of
April 23, 2010, the executive officers of the Company were as
follows:
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Name and Age
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Position with Registrant
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Jeffrey
F. Joseph (68)
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President,
Chief Executive Officer and a Director
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Thomas
Viertel (68)
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Executive
Vice President, Chief Financial Officer and a Director
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Steven
Baruch (71)
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Executive
Vice President and a Director
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Elizabeth
Delgado (65)
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Treasurer
and Secretary
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Mr. Joseph
has been President of the Company since February, 1992 and a Director since
April, 1993.
Thomas
Viertel has been an Executive Vice President of the Company since January, 1993
and its Chief Financial Officer since April of that year and a Director since
June, 2009. Mr. Viertel is also the Chairman of the Board of Scorpio
Entertainment, Inc., a privately owned company that produces theatrical
enterprises (see “Certain Relationships and
Related Transactions, and Directors Independence”
below).
2
Mr. Baruch
has been an Executive Vice President of the Company since January, 1993 and a
Director since June, 2007. Mr. Baruch is also the President of Scorpio
Entertainment, Inc. (see “Certain Relationships and
Related Transactions, and Directors Independence” below).
Ms. Delgado
has been Treasurer of the Company since 1986 and the Secretary of the Company
since 2002.
Thomas
Viertel and Steven Baruch are cousins.
Section 16(A)
Beneficial Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires executive officers,
directors and persons who beneficially own more than 10% of a registered class
of our equity securities to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Executive officers, directors and
greater than 10% stockholders are required by regulations of the Securities and
Exchange Commission to furnish us with copies of all Section 16(a) reports
they file. Based solely on our review of the copies of reports we received, or
written representations that no such reports were required for those persons, we
believe that, for 2009, all statements of beneficial ownership required to be
filed with the Securities and Exchange Commission were filed on a timely
basis.
Code of
Ethics
The
Company has adopted a Code of Ethics that applies to its Chief Executive
Officer, Chief Financial Officer and Principal Accounting Officer, among
others.
Audit
Committee
The
members of the Audit Committee are Richard Brandt, Mortimer Caplin and Robert
Feder. The function of the Audit Committee, which is established in accordance
with Section 3(a)(58)(A) of the Securities and Exchange Act, is to oversee
the accounting and financial reporting process of the Company and the audits of
the financial statements of the Company. Each member of the Audit Committee is
independent (as defined in Section 803A(2) of the NYSE Amex Company Guide).
The Board of the Company has adopted a written Charter for the Audit
Committee. The Audit Committee held four meetings during the Company’s
last fiscal year.
The Board
of the Company has determined that Richard Brandt, a member of the Audit
Committee, is financially sophisticated as defined by
Section 803B(2)(a)(iii) of the NYSE Amex Company Guide. However, the Board
of the Company has also determined that the Audit Committee does not have any
member who qualifies as a financial expert pursuant to Item 407(d) of
Regulation S-K. The Board does not believe that it is necessary to have a
member of the Audit Committee who meets the definition of a financial expert
pursuant to Item 407(d) of Regulation S-K because all of the members
of the Audit Committee satisfy the NYSE Amex requirements for Audit Committee
membership applicable to NYSE Amex listed companies and, as mentioned above,
Mr. Brandt is a financially sophisticated individual as defined by the NYSE
Amex Company Guide. In addition, all members of the Audit Committee have been
members for at least ten years and are familiar with the business and accounting
practices of the Company.
3
ITEM 11.
EXECUTIVE
COMPENSATION
Remuneration
of Executive Officers
The
following table and discussion summarizes the compensation for the two years
ended December 31, 2009 and 2008 of the Principal Executive Officer of the
Company and of the two most highly compensated executive officers of the
Company, who served as such at December 31, 2009.
Summary
Compensation Table
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Name and Principal
Position (a)
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Year
(b)
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Salary
($)(c)
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Bonus
($)(d)
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Stock
Awards
($)(e)
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All Other
Compensation
($)(i)
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Total
($)(j)
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Jeffrey
F. Joseph
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2009
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349,809 | 0 | 0 | 32,159 | (1) | 381,968 | |||||||||||||||
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President,
Chief
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2008
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344,639 | 0 | 0 | 36,490 | (1) | 381,129 | |||||||||||||||
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Executive
Officer and
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||||||||||||||||||||||
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Director
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Thomas
Viertel
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2009
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235,062 | 0 | 0 | 31,415 | (1) | 266,477 | |||||||||||||||
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Executive
Vice
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2008
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231,589 | 0 | 0 | 33,799 | (1) | 265,388 | |||||||||||||||
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President,
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||||||||||||||||||||||
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Chief
Financial
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Officer
and Director
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Steven
Baruch
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2009
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235,062 | 0 | 0 | 30,664 | (1) | 265,726 | |||||||||||||||
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Executive
Vice
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2008
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231,589 | 0 | 0 | 29,282 | (1) | 260,871 | |||||||||||||||
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President
and
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||||||||||||||||||||||
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Director
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(1)
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The
Company pays the premiums on life insurance policies on the lives of, and
owned by, Jeffrey F. Joseph, Thomas Viertel and Steven Baruch. The annual
premiums for each of years 2009 and 2008 were $15,250 for Mr. Joseph,
$12,075 for Mr. Viertel and $11,700 for Mr. Baruch. The Company
provides certain officers with automobiles to be used for business
purposes but does not prohibit the use of the automobiles for personal
purposes and pays all of the operating expenses with respect thereto. The
total automobile expense incurred by the Company for each of the following
officers for 2009 and 2008 were as follows: Jeffrey F. Joseph, $16,909 and
$21,240; Thomas Viertel, $19,340 and $21,724; and Steven Baruch, $18,964
and $17,582.
|
There
were no grants of restricted stock, options or stock appreciation rights in the
years ended December 31, 2009 and 2008 nor were there any options or stock
appreciation rights outstanding at December 31, 2009.
4
Outstanding
Equity Awards at Fiscal Year-End
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Stock Awards
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||||||||||||||||
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Name (a)
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Number of
Shares or
Units of Stock
That Have Not
Vested
(#)
(g)(1)
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Market Value
Plan of
Shares or
Units of
Stock That
Have Not
Vested ($)
(h)(1)
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Equity Incentive
Awards: Number
of Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)(i)
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Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
($)(j)
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Jeffrey
F. Joseph
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2,200 | (2) | 1,474 | |||||||||||||
| 3,600 | (3) | 2,412 | ||||||||||||||
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Thomas
Viertel
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2,700 | (4) | 1,809 | |||||||||||||
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Steven
Baruch
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2,700 | (4) | 1,809 | |||||||||||||
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(1)
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All
shares are Class B Common shares issued under the Company’s
Restricted Stock Plan and are valued at $0.67 per share based on the last
sales price on the NYSE Amex on December 31,
2009.
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(2)
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This
amount is part of an award of 11,000 shares granted on July 26,
2005, of which 2,200 shares were not vested at December 31,
2009. The unvested balance of the award vests on July 26,
2010.
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(3)
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The
amount is part of an award of 9,000 shares granted on
January 11, 2006, of which 3,600 shares were not vested on
December 31, 2009. The unvested balance of the award vests at the
rate of 1,800 shares on each of January 11, 2010 and
January 11, 2011.
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(4)
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This
amount is part of an award of 6,750 shares granted on
January 11, 2006, of which 2,700 shares were not vested on
December 31, 2009. The unvested balance of the award vests at the
rate of 1,350 shares on each of January 11, 2010 and
January 11, 2011.
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Defined
Benefit Pension Plan
The
Company has a Defined Benefit Pension Plan that covers substantially all of its
employees, including the officers listed in the Summary Compensation Table.
Directors who are not employees of the Company are not eligible to participate
in the Plan.
The Plan
is a non-contributory, tax qualified defined benefit plan that provides a
monthly retirement benefit payable for a participant’s lifetime in an amount
equal to the sum of (i) 7.15% of an employee’s average monthly compensation
and (ii) .62% of such employee’s average monthly compensation in excess of the
average Social Security wage base, multiplied in each case by the employee’s
years of service commencing after December 31, 1993 (up to a maximum of
10 years). Average monthly compensation for these purposes is the
employee’s monthly compensation averaged over the five consecutive Plan years
that produce the highest monthly average within the employee’s last ten years of
service. However, the amount of compensation taken into account under a
tax qualified plan is limited to $220,000 in 2006, $225,000 in 2007, $230,000 in
2008 and $245,000 in 2009 and thereafter. Effective February 28, 2009, the
Company froze future benefit accruals under the Plan. Maximum benefits
under the Plan are attainable after ten years of service commencing after
December 31, 1993, and are payable at age 65. Messrs. Joseph, Viertel
and Baruch are all older than 65 and have more than ten years of service
credited under the Plan.
5
Employment
Agreements
The
Company has an employment agreement with Jeffrey F. Joseph, President and Chief
Executive Officer of the Company, that extends through December 31, 2012
and provides for annual increases of compensation based on increases in the cost
of living. For calendar year 2010, Mr. Joseph agreed with the Board that
his annual salary will be $349,809, the same as in 2009, and that he would forgo
the cost of living increase to which he otherwise would be entitled for 2010.
Subsequent to expiration of the employment agreement, unless his employment is
not otherwise extended, Mr. Joseph will be retained for three years as a
consultant to the Company and receive compensation at a rate equal to 50% of the
basic compensation paid in his last year of employment. The employment agreement
provides that the employee may also become entitled to a bonus for each calendar
year during the employment term based on a formula relating to the Company’s
earnings, which bonus is limited to a maximum amount of 33-1/3% of his annual
basic compensation for that year. The agreement also provides for retirement
benefits commencing four years after retirement in the annual amount of $29,000,
subject to increases based on 50% of any increase in the cost of living
subsequent to the first year of retirement. In 2007, the Company entered into an
Amendment (the “Amendment”) to Mr. Joseph’s employment agreement pursuant
to which Mr. Joseph may, upon 180 days prior written notice to the
Company, voluntarily resign as an officer and director of the Company, in which
event Mr. Joseph will receive a lump sum payment in the amount of
(a) 1.5 times his then annual salary if his resignation is effective in
calendar year 2009; (b) 1.75 times his then annual salary if his
resignation is effective in calendar year 2010; (c) two times his then
annual salary if his resignation is effective in calendar year 2011; and
(d) 2.5 times his then annual salary if the resignation is effective in
calendar year 2012. In addition, pursuant to the Amendment, Mr. Joseph
agrees to provide consulting services to the Company for a period of four years
after the effective date of his resignation for an annual consulting fee equal
to fifty percent of his base salary on the effective date of his resignation. If
during the four year consulting term the Company undergoes a change in control
event (as defined in Treasury Regulation Section 1.409A-3(i) (5)),
Mr. Joseph shall have no further obligation to provide consulting services
to the Company, and the Company shall pay to him, without discount, the balance
of what would have otherwise been the consulting fees payable to him during the
balance of the four year consulting term. During the consulting term,
Mr. Joseph shall not engage in any activity that the Company, in its
reasonable opinion, deems to be in competition or conflict with the business
and/or interests of the Company.
6
The
Company also has employment agreements with Steven Baruch, Executive Vice
President of the Company, and Thomas Viertel, Executive Vice President and Chief
Financial Officer of the Company, that extend to December 31, 2012 and
provide for annual increases of compensation based on increases in the cost of
living. For calendar year 2010, each of Mr. Baruch and Mr. Viertel agreed
with the Board that his annual salary will be $235,062, the same as in 2009, and
that he would forgo the cost of living increase to which he otherwise would be
entitled for 2010. Subsequent to expiration of the employment agreement, unless
his employment is not otherwise extended, the employee will be retained for
three years as a consultant to the Company and receive compensation at a rate
equal to 50% of the basic compensation paid in the last year of employment. The
employment agreements provide that the employees may also become entitled to a
bonus for each calendar year during the employment term based on a formula
relating to the Company’s earnings, which bonus is limited to a maximum amount
of 33-1/3% of the annual basic compensation for that year. Each of the
agreements also provides for retirement benefits commencing four years after
retirement in the annual amount of $29,000, subject to increases based on 50% of
any increase in the cost of living subsequent to the first year of retirement.
The Company’s employment agreements with Mr. Baruch and Mr. Viertel
permit them to spend a reasonable amount of their time during normal business
hours on matters related to Scorpio Entertainment, Inc., a company which is
engaged in theatrical productions, so long as their time and efforts for Scorpio
Entertainment, Inc. do not conflict or interfere with the performance of their
duties for the Company and they diligently perform their duties for the Company
to the satisfaction of the Board (see “Certain Relationships and
Related Transactions, and Director Independence” below).
During
the retirement periods under the above agreements, Messrs. Joseph, Baruch
and Viertel will also be entitled to the continuation of certain life, group
health and disability insurance benefits. None of the employment contracts
described above provide death benefits for the recipients or for funding by
Presidential of the anticipated retirement benefits.
The
Company also has an employment agreement with Elizabeth Delgado, the Company’s
Secretary and Treasurer, that extends through December 31, 2011 and provides for
annual compensation of $158,374 for calendar year 2010, with compensation for
subsequent years to be established by the Compensation Committee. The
employment agreement provides that the Company will pay $75,000 to the employee
upon retirement. The employment agreement may be terminated by the
Company upon 90 days prior written notice to employee and upon payment of
$200,000 to employee in addition to the $75,000 referred to
above. Upon the sale of all or substantially all of the assets of the
Company or the liquidation of the Company, the Company shall pay Ms. Delgado the
sum of $175,000. During the employment period, if Ms. Delgado becomes
so physically or mentally incapacitated as to be unable to perform her normal
duties, she is entitled to receive her full compensation until such time as such
incapacity shall have endured for one year from onset, regardless of whether the
employment period expires by its terms during that period. Thereafter, during
the balance of the employment period, if any, she is entitled to receive
one-half of the full compensation.
7
Compensation
of Directors
The
Company pays each director (other than Messrs. Joseph, Baruch, and Viertel)
$20,000 per annum, plus $2,000 for each meeting of the Board and the annual
meeting of the Audit Committee attended, and $1,500 for attendance at each
meeting of the Compensation Committee and all other meetings of the Audit
Committee, plus reimbursement of expenses. In addition, the Chairman of the
Audit Committee and the Compensation Committee receives an additional $1,000 per
annum in each case. A portion of these directors’ fees is paid by the issuance
of 1,000 shares of the Company’s Class B common stock to each
director. The Company ordinarily does not pay any other compensation to
directors for their services as Directors.
Presidential
also had an employment agreement with Robert Shapiro, a director until his
retirement in April, 2009, who had previously been an executive officer and
director of the Company since 1961, providing for stipulated annual payments for
life (plus continuation of life, group health and disability insurance
benefits). The annual cash retirement benefits paid under this agreement in 2009
until his death in April, 2009 (including insurance premiums and reimbursement
for medical expenses) was $77,066.
The
following table reflects the compensation in 2009 for each member of the
Company’s Board as described above.
Director
Compensation Table
|
Name (a)
|
Fees
Earned or
Paid in
Cash
($)(b)
|
Stock
Awards
($)(c)
|
Option
Awards
($)(d)
|
Non-Equity
Incentive
Plan
Compensation
($)(e)
|
Nonqualified
Deferred
Compensation
Earnings
($)(f)
|
All Other
Compensation
($)(g)
|
Total
($)(h)
|
|||||||||||||||||||||
|
Steven
Baruch
|
0 | (1) | 0 | |||||||||||||||||||||||||
|
Richard
Brandt
|
45,500 | (2) | (2 | ) | 45,500 | |||||||||||||||||||||||
|
Mortimer
Caplin
|
43,500 | (2) | (2 | ) | 43,500 | |||||||||||||||||||||||
|
Robert
Feder
|
43,500 | (2) | (2 | ) | 43,500 | |||||||||||||||||||||||
|
Jeffrey
Joseph
|
0 | (1) | 0 | |||||||||||||||||||||||||
|
Thomas
Viertel
|
0 | (1) | 0 | |||||||||||||||||||||||||
|
(1)
|
These
Directors receive no compensation for their services as Directors.
Mr. Joseph is the President and Chief Executive Officer of the
Company, Mr. Baruch is an Executive Vice President of the Company and
Mr. Viertel is Executive Vice President and Chief Financial Officer of the
Company and their compensation is set forth in the Summary Compensation
Table.
|
|
(2)
|
As
described above, each of these Directors receives a portion of his
Director’s fees by the issuance of 1,000 shares of the Company’s
Class B common stock. The market value of the shares reduces the fees
otherwise to be paid in cash. In 2009, the value of the 1,000 shares
issued to each of these Directors was $1,610 so that the fee otherwise
paid to each Director in cash (as shown in column (b)) in 2009 was reduced
by that amount.
|
8
|
ITEM
12.
|
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
|
As of
April 23, 2010, there were 442,533 shares of Class A common stock and 2,960,147
shares of Class B common stock outstanding.
Security
Ownership of Management
As of
April 23, 2010, the directors and executive officers of Presidential owned
beneficially the following amounts and percentages of the Class A and
Class B common stock of Presidential:
|
Name of
Beneficial Owner
|
Class A Common
Beneficially Owned
and Percentage of
Class
|
Class B Common
Beneficially Owned
and Percentage of
Class
|
Percentage of
all Outstanding
Stock (Class A
and B Combined)
|
|||||||||||||||||
|
Number
of
shares
|
%
|
Number
of
shares
|
%
|
%
|
||||||||||||||||
|
Richard
Brandt, Director
|
– | - | 18,000 | * | * | |||||||||||||||
|
Mortimer
Caplin, Director
|
– | - | 92,866 | (1) | 3.1 | % | 2.7 | % | ||||||||||||
|
Robert
Feder, Chairman of Board
|
916 | (2) | * | 21,552 | (2) | * | * | |||||||||||||
|
Jeffrey
F. Joseph, Director, Chief Executive Officer and President
|
199,735 | (3) | 45.1 | % | 134,721 | 4.6 | % | 9.8 | % | |||||||||||
|
Thomas
Viertel, Director, Executive Vice President and Chief Financial
Officer
|
214,834 | (3) | 48.6 | % | 34,898 | 1.2 | % | 7.3 | % | |||||||||||
|
Steven
Baruch, Director and Executive Vice President
|
209,237 | (3)(4) | 47.3 | % | 41,858 | (4) | 1.4 | % | 7.4 | % | ||||||||||
|
Elizabeth
Delgado, Treasurer and Secretary
|
– | - | 12,023 | * | * | |||||||||||||||
|
All
officers and directors as a group (7 persons)
|
227,252 | (5) | 51.4 | % | 355,918 | (5) | 12.0 | % | 17.1 | % | ||||||||||
* Less
than 1% of the class of stock.
|
(1)
|
Includes
47,775 Class B shares held by a private charitable foundation
established by Mr. Caplin, the beneficial ownership of which is
disclaimed.
|
|
(2)
|
Includes
124 Class A shares and 3,037 Class B shares held by
Mr. Feder’s wife, the beneficial ownership of which is
disclaimed.
|
|
(3)
|
Includes
198,735 Class A shares owned by Pdl Partnership, a general
partnership owned by Mr. Joseph, Mr. Viertel and
Mr. Baruch. See “Security Ownership of
Certain Beneficial
Owners.”
|
|
(4)
|
Includes
4,762 Class A shares and 9,031 Class B shares held as co-trustee
under a trust, the beneficial ownership of which is
disclaimed.
|
|
(5)
|
Such
amount includes (i) 198,735 shares of Class A common stock
owned by Pdl Partnership (see note 3 above) and
(ii) 4,886 shares of Class A common stock and
59,843 shares of Class B common stock held in trust or in the
names of wives, the beneficial ownership of which is disclaimed by the
respective persons.
|
9
Except as
set forth in the notes to the table, each of the owners of the shares set forth
in the table has the sole voting and dispositive power over such shares except
that any such owner has no voting or dispositive power over shares the
beneficial ownership of which is disclaimed.
Security
Ownership of Certain Beneficial Owners
As of
April 23, 2010, the following persons owned beneficially the following amounts
and percentages of the Class A and Class B common stock of
Presidential:
|
Class
A
|
Class
B
|
Percentage
of
|
||||||||||||||||||
|
Common
Stock
|
Common
Stock
|
all
Outstanding
|
||||||||||||||||||
|
Beneficially
Owned
|
Beneficially
Owned
|
Stock
(Class
|
||||||||||||||||||
|
and
Percentage
|
and
Percentage
|
A
and B
|
||||||||||||||||||
|
of Class
|
of Class
|
Combined)
|
||||||||||||||||||
|
Number
|
Number
|
|||||||||||||||||||
|
Name and Address
|
of shares
|
%
|
of shares
|
%
|
%
|
|||||||||||||||
|
Pdl
Partnership
180
South Broadway
White
Plains, NY 10605
|
198,735 | (1) | 44.9 | % |
None
|
None
|
5.9 | % | ||||||||||||
|
(1)
|
Such
amount does not include 27,601 shares owned by certain partners of
Pdl Partnership, including 4,762 shares owned by a partner as
trustee, the beneficial ownership of which 4,762 shares is
disclaimed. The partners of Pdl Partnership are Jeffrey F. Joseph, Steven
Baruch and Thomas Viertel, each of whom is an officer and director of
Presidential.
|
The
Company’s management knows of no other persons owning beneficially more than 5%
of either the outstanding Class A common stock or the outstanding
Class B common stock of the Company.
Neither
Pdl Partnership nor its partners have any contract, arrangement, understanding
or relationship (legal or otherwise) with respect to any securities of the
Company, except as described in this paragraph. 212,648 shares of
Class A common stock owned by Pdl Partnership or its partners are pledged
to the estate of Robert E. Shapiro, a former director, and The Joseph Viertel
Trust, Thomas Viertel, Jack Viertel, Linda Viertel, Alice Krieger, Dennis
Krieger and Patricia Daly as security for loans previously made in connection
with the purchase of 134,334 shares of Class A common stock by Pdl
Partnership’s predecessor-in-interest. The partners of Pdl Partnership have
entered into an Agreement pursuant to which they have agreed among themselves
that the Class A shares owned by Pdl Partnership may (1) be voted by
Pdl Partnership only by action of any two of them or (2) be sold by Pdl
Partnership only with the approval of any two of them.
10
|
ITEM
13.
|
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
Certain
Transactions
Presidential
currently has a loan outstanding to certain affiliates of Ivy Properties, Ltd.
(collectively “Ivy”) as more fully described below. Ivy is owned by Thomas
Viertel, Steven Baruch and Jeffrey Joseph (the “Ivy Principals”). Pdl
Partnership, a partnership which is wholly owned by the Ivy Principals,
currently owns 198,735 shares of the Company’s Class A common stock.
As a result of the ownership of these shares by Pdl Partnership, together with
the ownership of an aggregate of 27,601 additional shares of Class A common
stock individually by the Ivy Principals, Pdl Partnership and the Ivy Principals
have beneficial ownership of an aggregate of approximately 51% of the
outstanding shares of Class A common stock of the Company, which class of
stock is entitled to elect two-thirds of the Board of the Company. By reason of
such beneficial ownership, the Ivy Principals are in a position substantially to
control elections of the Board of the Company.
The Board
has adopted a resolution pursuant to which Presidential will not make any loan
to Ivy nor enter into any other material transaction with Ivy unless such
transaction is unanimously approved by the Directors of Presidential who are not
otherwise affiliated with Presidential or Ivy (with no more than one
abstention).
As part
of a Settlement Agreement effectuated in November, 1991 between Presidential and
Ivy, certain of Presidential’s outstanding nonrecourse loans to Ivy (most of
which had previously been written down to zero) were modified and consolidated
into two nonrecourse loans (collectively, the “Ivy Consolidated Loan”) which
currently has an aggregate outstanding principal balance of $4,770,050 and a net
carrying value of zero. In 1996, Presidential and the Ivy Principals agreed to
modify the Settlement Agreement to provide that the only payments required under
the Ivy Consolidated Loan would be paid by the Ivy Principals in an amount equal
to 25% of the operating cash flow (after provision for certain reserves) of
Scorpio Entertainment, Inc., a company owned by two of the Ivy Principals that
acts as a producer of theatrical productions. To the extent that Presidential
receives payments under this note, such payments will be applied to unpaid and
unaccrued interest and recognized as income. During 2009, Presidential did not
receive any interest on the Ivy Consolidated Loan. At December 31, 2009, the
total unpaid and unaccrued interest on the Ivy Consolidated Loan was $3,677,702.
Presidential does not expect to recover any of the principal amount of the Ivy
Consolidated Loan.
Independent
Directors
The Board
has determined that Richard Brandt, Mortimer Caplin and Robert Feder are
independent directors pursuant to Section 803A(2) of the NYSE Amex Company
Guide.
11
|
ITEM
14.
|
PRINCIPAL ACCOUNTING
FEES AND SERVICES
|
Audit
Fees
The
following table presents fees billed for professional services rendered by Holtz
Rubenstein Reminick LLP (“Holtz Rubenstein”) for the audit of the Company’s
financial statements for the fiscal years ended December 31, 2009 and
December 31, 2008 and fees for other services rendered by Holtz Rubenstein
during those periods.
|
2009
|
2008
|
|||||||
|
Audit
Fees (a)
|
$ | 145,500 | $ | 135,000 | ||||
|
Audit-Related
Fees (b)
|
34,500 | 38,100 | ||||||
|
Tax
Fees (c)
|
28,920 | 21,000 | ||||||
|
Total
|
$ | 208,920 | $ | 194,100 | ||||
|
(a)
|
Fees
for audit services consisted of the audit of the Company’s annual
consolidated financial statements and review of the Company’s
quarterly financial statements.
|
|
(b)
|
Fees
for audit related services consisted of audits of the Company’s
wholly-owned subsidiaries and research into various accounting
issues.
|
|
(c)
|
Tax
fees consisted of federal, state and local income tax return assistance
and REIT compliance testing.
|
All
audit-related services, tax services and other services in 2009 and 2008 were
pre-approved by the Audit Committee except for approximately $6,000 in tax fees
payable to Holtz Rubenstein in 2009 (approximately 3% of the total fees paid to
it in 2009), which were approved by the Audit Committee after their
incurrence. The Audit Committee concluded that the provision of the
foregoing services by Holtz Rubenstein was compatible with the maintenance of
Holtz Rubenstein’s independence in the conduct of its auditing
functions.
Policy on
Pre-Approval of Independent Registered Public Accounting Firm
The Audit
Committee is responsible for appointing, setting compensation and overseeing the
work of the independent registered public accounting firm. The Audit Committee
has established a policy regarding pre-approval of all audit and non-audit
services provided by our Company’s independent registered public accounting
firm.
On an
on-going basis, management communicates specific projects and categories of
service for which the advance approval of the Audit Committee is requested. The
Audit Committee reviews these requests and advises management if the Audit
Committee approves the engagement of the independent registered public
accounting firm. The Audit Committee may also delegate the ability to
pre-approve audit and permitted non-audit services to one or more of its
members, provided that any pre-approvals are reported to the Audit Committee at
its next regularly scheduled meeting.
12
PART
IV
|
ITEM
15.
|
EXHIBITS, FINANCIAL
STATEMENT SCHEDULES
|
Exhibits:
|
Exhibit
|
||
|
No.
|
Title
|
|
|
31.1
|
Certification
of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of
the Securities Exchange Act of 1934, as amended.
|
|
|
31.2
|
Certification
of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of
the Securities Exchange Act of 1934, as
amended.
|
13
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
|
PRESIDENTIAL
REALTY CORPORATION
|
||
|
By:
|
/s/ THOMAS VIERTEL
|
||
|
Thomas
Viertel
|
|||
|
Chief
Financial Officer
|
|||
|
April
28, 2010
|
|||
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 Registrant and in the
capacities and on the dates indicated.
|
Signature and Title
|
Date
|
||
|
By:
|
/s/ ROBERT FEDER
|
April
28, 2010
|
|
|
Robert
Feder
|
|||
|
Chairman
of the Board of
|
|||
|
Directors
and Director
|
|||
|
By:
|
/s/ JEFFREY F. JOSEPH
|
April
28, 2010
|
|
|
Jeffrey
F. Joseph
|
|||
|
President,
Chief Executive Officer
|
|||
|
And
Director
|
|||
|
(Principal
Executive Officer)
|
|||
|
By:
|
/s/ THOMAS VIERTEL
|
April
28, 2010
|
|
|
Thomas
Viertel
|
|||
|
Executive
Vice President,
|
|||
|
Chief
Financial Officer
|
|||
|
and
Director
|
|||
|
(Principal
Financial Officer)
|
|||
|
By:
|
/s/ ELIZABETH DELGADO
|
April
28, 2010
|
|
|
Elizabeth
Delgado
|
|||
|
Treasurer
|
|||
|
(Principal
Accounting Officer)
|
|||
|
By:
|
/s/ STEVEN BARUCH
|
April
28, 2010
|
|
|
Steven
Baruch
|
|||
|
Executive
Vice President
|
|||
|
and
Director
|
|||
|
By:
|
/s/ RICHARD BRANDT
|
April
28, 2010
|
|
|
Richard
Brandt
|
|||
|
Director
|
|||
|
By:
|
/s/ MORTIMER M. CAPLIN
|
April
28, 2010
|
|
|
Mortimer
M. Caplin
|
|||
|
Director
|
14