Feldman Mall Properties, Inc. Announces Closing Date Extension for Preferred Shares Repurchase Agreement; Directors and Officers Compensation Update
(firmenpresse) - NEW YORK, NY -- (Marketwire) -- 10/20/11 -- Feldman Mall Properties, Inc. (PINKSHEETS: FMLP) made the following announcements:
The closing date for the Company's repurchase of 2,000,000 shares of 6.85% Series A Cumulative Convertible Preferred Stock, Liquidation Preference $0.25 per share (the "Preferred Stock"), from Inland American Real Estate Trust, Inc. ("Inland") has been extended from October 17, 2011 to December 27, 2011. In consideration of the extension, the Company has paid a $50,000 fee to Inland, which is non-refundable and not subject to credit against the purchase price for the Preferred Stock. In addition, the Company deposited $100,000 with Inland as an additional earnest money deposit. The total of all earnest money deposits to date equals $200,000 and the Purchase Price continues to be $1,000,000. All of the remaining terms and conditions contained and set forth in the June 10, 2010 Preferred Shares Repurchase Agreement remain the same.
The Company's directors agreed in 2009 to a temporary reduction in and deferral of the payment of their annual fees in order to conserve cash. It was the intention of the Company and the directors at the time to resume payment of these fees, in the amounts originally set, once the Company had sufficient cash to do so. The amount of such deferrals will total $713,382 at the end of the fourth quarter of 2011. The Company has agreed to pay an aggregate $100,000 in settlement of all deferred fees. Directors Ralph E. Lewis II, Paul H. McDowell, James W. Sight and Thomas E. Wirth will each receive $25,000. Thomas P. McGuiness and Jonathan J. Stein have waived their rights to the deferred fees. In addition, 75,000 shares of the Company's common stock will be issued to each of Mr. McDowell and Mr. Wirth under the Company's 2004 Equity Incentive Plan. The closing price of the Company's common stock was $0.12 per share on October 11, 2011.
Commencing in early 2010, officers Ralph E. Lewis II and James W. Sight, serving within the Office of the president, also agreed to the temporary reduction and deferral of the payment of their monthly compensation. The Company intended that payments resume in the amounts initially established once the Company had sufficient resources to do so. The amount of Messrs. Sight and Lewis deferrals at the end of the fourth quarter of 2011 will total $305,000. The Company has agreed to pay an aggregate $250,000 in settlement of such reduced and deferred compensation.
Mr. Lewis and Mr. Sight will also be issued limited partnership interests known as "PI Units" by Feldman Equities Operating Partnership LP (the "Partnership"), in the amounts of 125,000 and 400,000 PI Units, respectively. Pursuant to the Partnership's Second Amended and Restated Agreement of Limited Partnership, PI Units may be issued by the general partner to persons providing services to the Partnership. PI Units are convertible into OP Units, which are in turn convertible into the common stock of the Company at the option of the Company following a request from the holder to redeem the OP Units. The redemption or conversion price is equivalent to the trading price of the Company's common stock on the date of receipt of the holder's notice of redemption. Over the last several years, the Company has repurchased an aggregate 1,593,464 OP Units from former directors and officers, which will be retired and canceled.
John F. Dougherty, Jr., Senior Vice President and General Counsel and Secretary of the Company was awarded a bonus of $125,000 and will also be issued 275,000 PI Units.
The above described cash payments will be made following the closing of our previously announced transactions: the sale of Stratford Square Mall, and the sale of an approximate 9-acre underdeveloped property located adjacent to the Northgate Mall, whichever shall occur first.
Not included in these arrangements are payments of reduced and deferred director's fees owing to two former directors who resigned in late 2010.
The Company continues to be engaged in exploring strategic alternatives and business opportunities with the aim of maximizing shareholder value.
The Company's shares of common stock are quoted on Pink OTC Markets, a privately-owned company formerly known as Pink Sheets, which operates Pink Quote. For more information on Feldman Mall Properties Inc., visit the Company website at
John F. Dougherty, Jr.
Senior Vice President and General Counsel and Secretary
(215) 564-8084
1065 Avenue of the Americas, 19th Floor
New York, NY 10018
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Datum: 20.10.2011 - 05:30 Uhr
Sprache: Deutsch
News-ID 1048014
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