Asks Liquidation Plan Approval and Discloses Range of Liquidating Values
BINGHAM FARMS, Mich., June 20 /PRNewswire-FirstCall/ -- Malan Realty
Investors, Inc. (NYSE: MAL), a self-administered real estate investment trust
(REIT), announced it has filed its preliminary proxy statement with the
Securities and Exchange Commission (SEC) in connection with its annual meeting
of shareholders, tentatively scheduled for August 28, 2002 at the Community
House in Birmingham, Michigan at 10:00 a.m. EDT. Included in the items for
shareholder approval is a plan of complete liquidation of the company.
On March 19, 2002, the board of directors voted to recommend a plan of
liquidation to Malan's shareholders. The plan, which was approved by the
board in June 2002, provides for the orderly sale of assets for cash or such
other form of consideration as may be conveniently distributed to
shareholders, payment of or establishing reserves for the payment of
liabilities and expenses, distribution of net proceeds of the liquidation to
common shareholders, and wind up of operations and dissolution of the company.
The board believes that net proceeds to shareholders will range from $4.75 to
$8.50 per share, dependent upon successful execution of the plan.
"We believe that $8.00 per share is realistic based upon certain
assumptions that we consider reasonable," said Jeffrey Lewis, president and
chief executive officer of Malan Realty Investors. "This value is based on an
orderly disposition of assets that reflects their underlying values; however,
actual circumstances could differ from our assumptions and shareholders could
receive more or less than the $8.00 estimate."
The liquidation plan is expected to take up to 24 months to complete
although it could take longer. Malan currently estimates total proceeds from
the sale of properties, before selling costs, will be in the range of
$223 million and $235 million and a minimum of $184 million in debt will be
repaid. The estimated per-share range also includes income expected to be
earned from properties during the liquidation process and expenses including
advisory fees.
Malan announced last week it had entered into contracts for the sale of 15
properties totaling approximately 2.1 million square feet of gross leasable
area for a total of $94 million before debt repayment. The company is also in
negotiations for the sale of 17 additional properties, with projected proceeds
before debt repayment of approximately $50 million.
The company also announced it is reducing the number of directors from
seven to five. Edward T. Boutrous and Andrew Miller will not stand for
reelection to the board of directors. "We sincerely appreciate the
substantial time and effort given by Ed Boutrous and Andrew Miller," said Paul
Gray, chairman of the board. "Their insights and judgment were very valuable.
With the company now focused on liquidation, the board can be reduced in
size."
Malan Realty Investors, Inc. owns and manages properties that are leased
primarily to national and regional retail companies. The company owns a
portfolio of 57 properties located in nine states that contains an aggregate
of approximately 5.4 million square feet of gross leasable area.
Shareholders may obtain the preliminary proxy statement, when available,
and any amendments to the proxy statement and other documents filed by Malan
with the SEC for free at the SEC's Web site, http://www.sec.gov, or at the EDGAR
Online Web site, http://www.edgar-online.com. In addition, the final proxy statement
will be mailed to each shareholder of record. The record date is yet to be
established. Shareholders who wish to obtain additional copies of the proxy
statement and any amendments to the proxy statement, free of charge, should
direct their requests to Investor Relations, Malan Realty Investors, Inc.,
30200 Telegraph Road, Bingham Farms, Michigan 48025 or telephone
(248) 644-7100.
Safe Harbor Statement: This news release contains forward-looking
statements. Although the company believes that the statements and projections
are based on reasonable assumptions, actual results may differ from those
projected. Key factors that could cause actual results to differ materially
include uncertainties regarding the length of time required to sell the
company's properties, the impact of market conditions on the sales prices for
the company's properties, the cost of litigation in which the company is
involved, bankruptcies and other financial difficulties of tenants, including
the ultimate disposition of lease agreements with Kmart Corporation, and other
risks associated with the commercial real estate business, as detailed in the
company's filings from time to time with the Securities and Exchange
Commission. Many of these factors are beyond the control of the company.
Malan does not undertake to update these forward-looking statements.
News releases for Malan Realty Investors are available on the company's
Web site at http://www.malanreit.com or through Company News On-Call by fax at (800)
758-5804, ext. 114165, or http://www.prnewswire.com .
SOURCE Malan Realty Investors, Inc.
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Related links:
http://www.malanreit.com
CONTACT:
Elliott J. Broderick, Chief Financial
Officer, +1-248-644-7110, or Fred Nachman of Marjan
Communications Inc., +1-312-867-1771
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