-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PwpEaJ5eFJ+o3r2/1C2lykJW7CEOkwR8yq9WqvAz1WIZDFBLVEIiyn8VoBhAbDGU 0lZwCxrVO1C851k7/BpnpA== 0000944209-01-500175.txt : 20010426 0000944209-01-500175.hdr.sgml : 20010426 ACCESSION NUMBER: 0000944209-01-500175 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: G&L REALTY CORP CENTRAL INDEX KEY: 0000912240 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954449388 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42963 FILM NUMBER: 1610619 BUSINESS ADDRESS: STREET 1: 439 N BEDFORD DR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3102739930 MAIL ADDRESS: STREET 1: 439 NORTH BEDFORD DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTTLIEB DANIEL M CENTRAL INDEX KEY: 0000934393 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 439 NORTH BEDFORD DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3102739930 MAIL ADDRESS: STREET 1: 439 NORTH BEDFORD DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 13D/A 1 dsc13da.txt SCHEDULE 13 D/AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* G&L Realty Corp. ------------------------------------------------------------------------- (Name of Issuer) Common Stock 10.25% Series A Cumulative Preferred Stock 9.8% Series B Cumulative Preferred Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 361271109 361271208 361271307 - ------------------------------------------------------------------------------- (CUSIP Number) Daniel M. Gottlieb c/o G&L Realty Corp. 439 North Bedford Drive Beverly Hills, California 90210 Telephone No. (310) 273-9930 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 13, 2001 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]1. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S) 240.13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) _________________________ *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 361271109 / 361271208 / 361271307 Page 2 of 7 Pages - -------------------------------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel M. Gottlieb - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]2 (b)[_]3 - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]4 - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 732,260 shares of Common Stock BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING -0- PERSON -------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 732,260 shares of Common Stock -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 732,260 shares of Common Stock - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.8% of the outstanding shares of Common Stock - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. The Schedule 13D, dated December 16, 1993, filed by Daniel M. Gottlieb, as amended by the Amendment No. 1 to Schedule 13D, dated December 16, 1994, is hereby further amended and restated as follows: Item 1. Security and Issuer. This statement relates to shares of Common Stock, par value $.01 per share (the "Common Stock"), 10.25% Series A Cumulative Preferred Stock, par value $.01 per share (the "Series A"), and 9.8% Series B Cumulative Preferred Stock, par value $.01 per share (the "Series B"), of G&L Realty Corp., a Maryland corporation (the "Company"). The Company's principal executive offices are located at 439 North Bedford Drive, Beverly Hills, California 90210. Item 2. Identity and Background. (a) Daniel M. Gottlieb (b) 439 North Bedford Drive, Beverly Hills, California 90210 (c) Chief Executive Officer and Co-Chairman of the Board of the Company. The Company is a self-administered real estate investment trust that owns, acquires, develops, manages and leases health care properties. (d) During the last five years, Mr. Gottlieb has not been convicted in a criminal proceeding. (e) During the last five years, Mr. Gottlieb has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States Item 3. Source and Amount of Funds or Other Consideration. (a) Mr. Gottlieb and Steven D. Lebowitz, the President and Co-Chairman of the Board of the Company, have a written commitment letter from GMAC Commercial Mortgage Corporation to lend up to $35 million in connection with the transactions described in Item 4 below. It is currently anticipated that Messrs. Gottlieb and Lebowitz will form an entity to borrow the funds, of which approximately $26 million will be used to fund the aggregate purchase price paid to the other holders of the Company's Common Stock in, and the related costs of, the merger, and to purchase some of the shares of Common Stock and/or units in G&L Realty Partnership, L.P. (the "Partnership") owned by Messrs. Gottlieb and Lebowitz; and up to $9 million will be loaned to Messrs. Gottlieb and Lebowitz to fund their purchase of the Series A and Series B Preferred Stock through the tender offer. See also Item 4 below. (b) On December 16, 1993, in connection with the consummation of the Company's initial public offering, Mr. Gottlieb transferred to the Company and the Partnership interests in Page 3 of 7 certain properties and partnerships and, as a general partner of G&L Development, retained certain indebtedness of G&L Development in exchange for 256,332 shares of Common Stock and 239,219 units in the Partnership. In addition, Mr. Gottlieb purchased 47,400 shares of Common Stock in the initial public offering. Mr. Gottlieb obtained the funds for the purchase of the shares in the initial public offering pursuant to a loan by Reese Milner, members of the Milner family and related entities, as described more completely under Item 6(c) below. On June 28, 1996, 445 Bedford, LLC, a limited liability company partially owned by Mr. Gottlieb, contributed its interest in a hospital facility, two medical office buildings and a parcel of vacant land to the Partnership in exchange for 39,215 units in the Partnership, of which Mr. Gottlieb received 23,529 units. On September 12, 1997, Mr. Gottlieb purchased 7,000 shares of Common Stock in the open market at a price of $15.875 per share. On December 18, 1997, Mr. Gottlieb exercised options and acquired 67,000 shares of Common Stock, at an exercise price of $9.625 per share (the closing price of the Common Stock on that date was $20.1875 per share), using his personal funds. On December 31, 1998, the Partnership acquired an office and retail complex located in Coronado, California, from a limited liability company in which Mr. Gottlieb held a 30% interest. The Partnership assumed $7.5 million in long-term debt and issued 126,744 units, of which Mr. Gottlieb received 38,023 units. In May 1999, Mr. Gottlieb's wife transferred 20,900 shares of Common Stock, to which Mr. Gottlieb disclaimed beneficial ownership, into a joint account. In November 1999, in connection with the Company's tender offer for up to 1,000,000 shares of its Common Stock, Mr. Gottlieb sold 17,410 shares at a price of $10.50 per share. Item 4. Purpose of the Transaction. On April 13, 2001, the Company and Messrs. Gottlieb and Lebowitz entered into an agreement in principle under which Messrs. Gottlieb and Lebowitz would acquire all of the outstanding shares of the Common Stock not held by them for a cash price of $11.25 per share, subject to adjustment downward (but not below $11.00 per share) if certain transaction expenses exceed an agreed upon amount. The agreement in principle contemplates that the acquisition of the Common Stock would be effected through the merger of an entity newly formed by them into the Company. It is currently contemplated that the merger would be completed in the third quarter of 2001. The Series A and Series B Preferred Stock would remain outstanding following closing of the merger. However, Messrs. Gottlieb and Lebowitz intend to make a cash tender offer for up to approximately 20% of the total number of outstanding shares of such Preferred Stock at a price of $17.50 per share for the Series A and $17.00 per share for the Series B. The tender offer is expected to occur during the period in which the Company solicits proxies for the stockholders' meeting to consider the proposed merger and would close concurrently with, and be subject to, the closing of the merger. The proposed merger is condition on, among other things, the execution of a definitive merger agreement. Copies of the agreement in principle and the Company's press release related thereto are attached hereto as Exhibits 3 and 4. The foregoing description is qualified in its entirety by reference to the full text of those documents. Page 4 of 7 Item 5. Interest in Securities of the Issuer. (a) Mr. Gottlieb beneficially owns an aggregate of 732,260 shares (the "Shares") of Common Stock, including (i) 300,771 units of the Partnership, that are convertible, at the option of the holder, into Common Stock or cash, at the option of the Company; and (ii) 50,167 shares that Mr. Gottlieb may purchase under options that are exercisable within sixty days of the date of this filing. The Shares represent approximately 23.8% of the issued and outstanding Common Stock. Mr. Gottlieb owns no shares of the Series A or Series B Preferred Stock. (b) Mr. Gottlieb has sole voting and disposition power over all of the Shares. (c) Mr. Gottlieb has not effected any transactions in the Common Stock or the Series A or the Series B Preferred Stock in the last 60 days. (d) Mr. Gottlieb has assigned his dividend rights on 38,023 units of the Partnership to a financial institution in connection with a personal loan made by the institution to Mr. Gottlieb. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. (a) See Item 4 above. (b) In November 1993, the Company granted Mr. Gottlieb an option to purchase 100,500 shares of Common Stock at an exercise price of $18.25 per share (the initial price per share of the Common Stock sold to the public in the Company's initial public offering). On December 18, 1995, the Company cancelled this option and granted him another option to purchase 100,500 shares of Common Stock at an exercise price of $9.625 per share (the closing price of the Common Stock on that day). The option vested evenly over three years and, as of the date of this filing, Mr. Gottlieb has exercised all but 33,500 shares of Common Stock under the option. The option expires in December 2005. On February 29, 2000, the Company granted Mr. Gottlieb another option to purchase 50,000 shares of Common Stock at an exercise price of $8.875 per share (the closing price of the Common Stock on that day). The option vests evenly over three years and expires in February 2010. (c) Mr. Gottlieb has pledged 99,590 shares of Common Stock and 239,219 units of the Partnership to Reese Milner, members of the Milner family and related entities to secure certain indebtedness. In addition, 281,732 shares of Common Stock and 61,552 units of the Partnership have been pledged to various financial institutions to secure other indebtedness. Page 5 of 7 Item 7. Material to be Filed as Exhibits.
Exhibit No. Description ----------- ----------- 1 Option Agreement by and between G&L Realty Corp. and Daniel M. Gottlieb, dated as of December 18, 1995 2 Option Agreement by and between G&L Realty Corp. and Daniel M. Gottlieb, dated as of February 29, 2000 3 Press Release of G&L Realty Corp. dated as of April 13, 2001* 4 Term Sheet dated as of April 13, 2001, among G&L Realty Corp., Daniel M. Gottlieb and Steven D. Lebowitz*
______________ * Previously filed with the Securities and Exchange Commission as an exhibit to the Schedule TO of Messrs. Gottlieb and Lebowitz filed April 16, 2001. Page 6 of 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 25, 2001 /s/ Daniel M. Gottlieb ---------------------------------------- Daniel M. Gottlieb Page 7 of 7 Exhibit Index Exhibit No. Description - ----------- ----------- 1 Option Agreement by and between G&L Realty Corp. and Daniel M. Gottlieb, dated as of December 18, 1995 2 Option Agreement by and between G&L Realty Corp. and Daniel M. Gottlieb, dated as of February 29, 2000 3 Press Release of G&L Realty Corp. dated as of April 13, 2001* 4 Term Sheet dated as of April 13, 2001, among G&L Realty Corp., Daniel M. Gottlieb and Steven D. Lebowitz* ______________ * Previously filed with the Securities and Exchange Commission as an exhibit to the Schedule TO of Messrs. Gottlieb and Lebowitz filed April 16, 2001. EX-1 2 dex1.txt OPTION AGREEMENT/GOTTLIEB EXHIBIT 1 G & L REALTY CORP. NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the 1993 STOCK INCENTIVE PLAN This Non-Qualified Stock Option Agreement ("Agreement") is made and entered into as of the Date of Grant indicated below by and between G & L Realty Corp., a Maryland corporation (the "Company") and the person named below as Optionee. WHEREAS, Optionee is an employee of or consultant to the Company and/or G & L Realty Partnership, L.P. (the "Partnership") and/or one or more of its subsidiaries; and WHEREAS, pursuant to the Company's 1993 Stock Incentive Plan (the "1993 Plan"), the committee of the Board of Directors of the Company administering the 1993 Plan (the "Committee") has approved the grant to Optionee of an option to purchase shares of the Common Stock of the Company (the "Common Shares"), on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein, the parties hereto hereby agree as follows: 1. Grant of Option; Certain Terms and Conditions. The Company hereby --------------------------------------------- grants to Optionee, and Optionee hereby accepts, as of the Date of Grant indicated below, an option (the "Option") to purchase the number of Common Shares indicated below (the "Option Shares") at the Exercise Price per share indicated below. The Option shall expire at 5:00 p.m., Los Angeles time, on the Expiration Date indicated below and shall be subject to all of the terms and conditions set forth in the 1993 Plan and this Agreement. Optionee: Daniel M. Gottlieb Date of Grant: December 18, 1995 Number of shares purchasable: 100,500 Exercise Price per share: $9.625 Expiration Date: December 18, 2005 Vesting Rate: 1/3 on December 18, 1996 1/3 on December 18, 1997 1/3 on December 18, 1998 2. Non-Qualified Stock Option. The Option is not intended to qualify as -------------------------- an incentive stock option under Section 422 of the Internal Revenue Code (the "Code"). 3. Acceleration and Termination of Option. -------------------------------------- (a) Termination of Employment. ------------------------- (i) Retirement. In the event that Optionee shall cease to be ---------- an employee of or a consultant to the Company, the Partnership or any of their subsidiaries (such event shall be referred to herein as the "Termination" of Optionee's "Employment") by reason of retirement in accordance with the Company's then-current retirement practices, then the Option shall fully vest with respect to all Option Shares upon the date of such Termination of Employment and shall terminate on the Expiration Date. (ii) Death or Permanent Disability. If Optionee's Employment ----------------------------- is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Optionee, then the Option shall fully vest with respect to all Option Shares upon the date of such Termination of Employment, shall be exercisable by Optionee or, in the event of death, the person or persons to whom Optionee's rights under the Option shall have passed by will or by the applicable laws of descent or distribution, and shall terminate on the first anniversary of the date of such Termination of Employment. "Permanent Disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. The Optionee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Committee in such form and manner, and at such times, as the Committee may require. Any determination by the Committee that Optionee does or does not have a Permanent Disability shall be final and binding upon the Company and Optionee. (iii) Termination for Cause. If Optionee's Employment is --------------------- Terminated for cause, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall 2 terminate on such date and (B) the remaining vested portion of the Option shall terminate one (1) month from the date of such Termination of Employment. (iv) Other Termination. If Optionee's Employment is Terminated ----------------- for any reason other than those enumerated in (i) through (iii) of this Section 3(a), then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate three (3) months from the date of such Termination of Employment. (b) Death Following Termination of Employment. Notwithstanding ----------------------------------------- anything to the contrary in this Agreement, if Optionee shall die at any time after the Termination of his or her Employment and prior to the Expiration Date, then, unless the Optionee was Terminated for cause, the remaining vested but unexercised portion of the Option shall terminate on the earlier of the Expiration Date or the first anniversary of the date of such death. (c) Acceleration of Option. The Option shall become fully ---------------------- exercisable immediately prior to a Change in Control. A Change in Control shall mean the following: a reorganization, merger (not including a merger to effectuate a reincorporation of the Company) or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Plan are exchanged for or converted into cash, property and/or securities not issued by the Company. (d) Termination of Option. The Option shall terminate upon the --------------------- occurrence of a Termination Event. A Termination Event shall mean either: (i) the dissolution or liquidation of the Company; (ii) a reorganization, merger (not including a merger to effectuate a reincorporation of the Company) or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Plan are exchanged for or converted into cash, property and/or securities not issued by the Company, which reorganization, merger or consolidation shall have been affirmatively recommended to the stockholders of the Company by the Board, unless the terms of such reorganization, merger or consolidation shall provide otherwise; or (iii) a sale of all or substantially all of the property and assets of the Company, unless the terms of such sale shall provide otherwise. 4. Adjustments. In the event that the Common Shares are increased, ----------- decreased or exchanged for or converted into cash, property or a different number or kind 3 of securities, or if cash, property or securities are distributed in respect of such outstanding Common Shares, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, or if substantially all of the property and assets of the Company are sold, then, unless such event shall cause the Option to terminate pursuant to this Agreement, or the terms of such transaction shall provide otherwise, the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may be acquired upon the exercise in full of the Option. 5. Exercise. (a) The Option shall be exercisable during Optionee's -------- lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Price"), together with payment in full of such aggregate Exercise Price in cash. (b) Restriction on Exercise. Notwithstanding any other provision of ------------------------ this Agreement, the Optionee shall not be entitled to exercise that portion of any Option if the exercise thereof would result in the direct or beneficial ownership of Option Shares by the Optionee that would be prohibited by the Articles of Incorporation of the Company, as amended (the "Charter"). The Optionee shall be deemed not to Beneficially Own or Constructively Own (as defined in the Charter) Common Shares for which Options are exerciseable to the extent that the exercise of such Options is restricted by the foregoing sentence. The restriction on exercise contained herein shall be permanent and if such restriction is in effect through the Expiration Date then that portion of any Option so restricted shall expire unexercised. 6. Payment of Withholding Taxes. If the Company becomes obligated to ---------------------------- withhold an amount on account of any federal, state or local income tax imposed as a result of the exercise of an option granted under this Plan (such amount shall be referred to herein as the "Withholding Liability"), the Optionee shall pay the Withholding Liability to the Company in full in cash on the first date upon which the Company becomes obligated to pay such amount withheld to the appropriate taxing authority, and the Company may delay issuing the Common Shares pursuant to such exercise until it receives the Withholding Liability from the Optionee. 7. Notices. Any notice given to the Company shall be addressed to the ------- Company at 439 North Bedford Drive, Beverly Hills, California 90210, Attention: Secretary, or at such other address as the Company may hereinafter designate in writing to Optionee. Any notice given to Optionee shall be sent to the address set forth 4 below Optionee's signature hereto, or at such other address as Optionee may hereafter designate in writing to the Company. Any such notice shall be deemed duly given when sent by prepaid certified or registered mail and deposited in a post office or branch post office regularly maintained by the United States Government. 8. Stock Exchange Requirements; Applicable Laws. Notwithstanding -------------------------------------------- anything to the contrary in this Agreement, no shares of stock purchased upon exercise of the Option, and no certificate representing all or any part of such shares, shall be issued or delivered if (a) such shares have not been admitted to listing upon official notice of issuance on each stock exchange upon which shares of that class are then listed or (b) in the opinion of counsel to the Company, such issuance or delivery would cause the Company to be in violation of or to incur liability under any federal, state or other securities law, or any requirement of any stock exchange listing agreement to which the Company is a party, or any other requirement of law or of any administrative or regulatory body having jurisdiction over the Company. 9. Nontransferability. Neither the Option nor any interest therein may ------------------ be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution. 10. 1993 Plan. THE OPTION IS GRANTED PURSUANT TO THE 1993 PLAN, AS IN --------- EFFECT ON THE DATE OF GRANT, AND IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF THE 1993 PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME; PROVIDED, HOWEVER, THAT NO SUCH AMENDMENT SHALL DEPRIVE OPTIONEE, WITHOUT HIS OR HER CONSENT, OF THE OPTION OR OF ANY OF OPTIONEE'S RIGHTS UNDER THIS AGREEMENT. THE INTERPRETATION AND CONSTRUCTION BY THE COMMITTEE OF THE 1993 PLAN, THIS AGREEMENT, THE OPTION AND SUCH RULES AND REGULATIONS AS MAY BE ADOPTED BY THE COMMITTEE FOR THE PURPOSE OF ADMINISTERING THE 1993 PLAN SHALL BE FINAL AND BINDING UPON OPTIONEE. UNTIL THE OPTION SHALL EXPIRE, TERMINATE OR BE EXERCISED IN FULL, THE COMPANY SHALL, UPON WRITTEN REQUEST THEREFOR, SEND A COPY OF THE 1993 PLAN, IN ITS THEN-CURRENT FORM, TO OPTIONEE OR ANY OTHER PERSON OR ENTITY THEN ENTITLED TO EXERCISE THE OPTION. 11. Fractional Shares. The Company shall not be required to issue a ----------------- fraction of a Common Share in connection with the exercise of the Option. In any case where the Optionee would be entitled to receive a fraction of a Common Share upon the exercise of the Option, the Company shall instead, upon the exercise of the Option, issue the largest whole number of Common Shares purchasable upon exercise of the Option, and pay to the Optionee in cash the Fair Market Value (as determined by the Committee) of such fraction of a Common Share at the time of exercise of the Option. 5 12. Stockholder Rights. No person or entity shall be entitled to vote, ------------------ receive dividends or be deemed for any purpose the holder of any Option Shares until the Option shall have been duly exercised to purchase such Option Shares in accordance with the provisions of this Agreement. 13. Employment Rights. No provision of this Agreement or of the Option ----------------- granted hereunder shall (a) confer upon Optionee any right to continue in the employ of the Company or any of its subsidiaries, (b) affect the right of the Company and each of its subsidiaries to terminate the employment of Optionee, with or without cause, or (c) confer upon Optionee any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the 1993 Plan. The Optionee hereby acknowledges and agrees that his or her right of employment may be terminated by the Company for any reason, with or without cause, unless the Optionee and the Company are parties to a written agreement which expressly provides otherwise. 14. Governing Law. This Agreement and the Option granted hereunder shall ------------- be governed by and construed and enforced in accordance with the laws of the State of Maryland. 15. Entire Agreement. This Agreement constitutes the entire agreement of ---------------- the parties with respect to the matters covered herein and supersedes all prior written or oral agreements or understandings of the parties with respect to the matters covered herein. Optionee acknowledges that he or she has no right to receive any additional Options unless and until such time, if any, that the Committee, in its sole discretion, may approve the grant thereof, and that the Company has not made any representation to the Optionee regarding future or additional Option grants, or any other option related matters. The grant of any options must be in writing. 16. Representation of Optionee. Optionee represents to the Company as -------------------------- follows: (i) The Option will be taken and received for my own account and not with a view to or for sale in connection with any distribution thereof; and (ii) I have a preexisting personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of my business or financial experience, I can protect my own interests in connection with my receipt and exercise of the Option. 6 17. Cancellation and Replacement of Old Option. The parties hereby ------------------------------------------ acknowledge and agree that (i) concurrently herewith the option to purchase 100,500 shares of Common Stock at an exercise price of $18.250 per share that was granted to Optionee on November 22, 1993 (the "Old Option") is being canceled and is no longer of any force and effect and (ii) the Option is being granted to Optionee in the replacement of the Old Option. IN WITNESS WHEREOF, the Company and Optionee have duly executed this Agreement as of the Date of Grant. G & L REALTY CORP. OPTIONEE By ----------------------- --------------------------- Name: Signature Title: --------------------------- Street Address --------------------------- City, State and Zip Code --------------------------- Social Security Number 7 EX-2 3 dex2.txt OPTION AGREEMENT/GOTTLIEB EXHIBIT 2 G & L REALTY CORP. NONQUALIFIED STOCK OPTION AGREEMENT Pursuant to the 1993 STOCK INCENTIVE PLAN This Nonqualified Stock Option Agreement ("Agreement") is made and entered into as of the Date of Grant indicated below by and between G & L Realty Partnership, L.P. ("G&L"), a Delaware limited partnership, and the person named below as Optionee. WHEREAS, Optionee is an employee of the Company and/or one or more of its subsidiaries; WHEREAS, G&L Realty Corp., a Maryland corporation (the "Company"), is the general partner of G&L; and WHEREAS, pursuant to the Company's 1993 Stock Incentive Plan (the "1993 Plan"), the Compensation Committee of the Board of Directors of the Company administering the 1993 Plan (the "Committee") has approved the grant to Optionee of an option to purchase shares of the Common Stock of the Company (the "Common Shares"), on the terms and conditions set forth herein NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein, the parties hereto hereby agree as follows: 1. Grant of Option: Certain Terms and Conditions. The Company hereby --------------------------------------------- grants to Optionee, and Optionee hereby accepts, as of the Date of Grant indicated below, an option (the "Option") to purchase the number of Common Shares indicated below (the "Option Shares") at the Exercise Price per share indicated below. The Option shall expire at 5:00 p.m., Los Angeles time, on the Expiration Date indicated below and shall be subject to all of the terms and conditions set forth in the 1993 Plan and this Agreement. Optionee: DANIEL M. GOTTLIEB Date of Grant: February 29, 2000 Number of shares purchasable: 50,000 Exercise Price per share: $8.875 Expiration Date: February 27, 2010 Vesting Rate: 16,666 2/3 shares on March 1, 2001 16,666 2/3 shares on March 1, 2002 16,666 2/3 shares on March 1, 2003 2. Incentive Stock Option; Internal Revenue Code Requirements. ---------------------------------------------------------- The Option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the "Code"). 3. Acceleration and Termination of Option. -------------------------------------- (a) Termination of Employment. ------------------------- (i) Retirement. In the event that Optionee shall cease to be an ---------- employee of the Company, the Partnership or any of their subsidiaries (such event shall be referred to herein as the "Termination" of Optionee's "Employment") by reason of retirement in accordance with the Company's then-current retirement practices, then the Option shall fully vest with respect to all Option Shares upon the date of such Termination of Employment and shall terminate on the Expiration Date. (ii) Death or Permanent Disability. If Optionee's Employment is ----------------------------- Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Optionee, then the Option shall fully vest with respect to all Option Shares upon the date of such Termination of Employment, shall be exercisable by Optionee or, in the event of death, the person or persons to whom Optionee's rights under the Option shall have passed by will or by the applicable laws of descent or distribution, and shall terminate on the first anniversary of the date of such Termination of Employment. "Permanent Disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. The Optionee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Committee in such form and manner, and at such times, as the Committee may require. Any determination by the Committee that Optionee does or does not have a Permanent Disability shall be final and binding upon the Company and Optionee. 2 (iii) Termination for Cause. If Optionee's Employment is --------------------- Terminated for cause, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate one (1) month from the date of such Termination of Employment. (iv) Other Termination. If Optionee' s Employment is Terminated ----------------- for any reason other than those enumerated in (i) through (iii) of this Section 3(a), then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate three (3) months from the date of such Termination of Employment. (b) Death Following Termination of Employment. Notwithstanding ----------------------------------------- anything to the contrary in this Agreement, if Optionee shall die at any time after the Termination of his or her Employment and prior to the Expiration Date, then, unless the Optionee was Terminated for cause, the remaining vested but unexercised portion of the Option shall terminate on the earlier of the Expiration Date or the first anniversary of the date of such death. (c) Acceleration of Option. The Option shall become fully exercisable ---------------------- immediately prior to a Change in Control. A Change in Control shall mean the following: a reorganization, merger (not including a merger to effectuate a reincorporation of the Company) or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Plan are exchanged for or converted into cash, property and/or securities not issued by the Company. (d) Termination of Option. The Option shall terminate upon the ---------------------- occurrence of a Termination Event. A Termination Event shall mean either: (i) the dissolution or liquidation of the Company; (ii) a reorganization, merger (not including a merger to effectuate a reincorporation of the Company) or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Plan are exchanged for or converted into cash, property and/or securities not issued by the Company, which reorganization, merger or consolidation shall have been affirmatively recommended to the stockholders of the Company by the Board, unless the terms of such reorganization, merger or consolidation shall provide otherwise; or (iii) a sale of all or substantially all of the property and assets of the Company, unless the terms of such sale shall provide otherwise. 3 4. Adjustments. In the event that the Common Shares are increased, ----------- decreased or exchanged for or converted into cash, property or a different number or kind of securities, or if cash, property or securities are distributed in respect of such outstanding Common Shares, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, or if substantially all of the property and assets of the Company are sold, then, unless such event shall cause the Option to terminate pursuant to this Agreement, or the terms of such transaction shall provide otherwise, the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may be acquired upon the exercise in full of the Option. 5. Exercise. The Option shall be exercisable during Optionee' -------- lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee' s death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Price"), together with payment in full of such aggregate Exercise Price in cash. 6. Payment of Withholding Taxes. If the Company becomes obligated to ---------------------------- withhold an amount on account of any federal, state or local income tax imposed as a result of the exercise of an option granted under this Plan (such amount shall be referred to herein as the "Withholding Liability"), the Optionee shall pay the Withholding Liability to the Company in full in cash on the first date upon which the Company becomes obligated to pay such amount withheld to the appropriate taxing authority, and the Company may delay issuing the Common Shares pursuant to such exercise until it receives the Withholding Liability from the Optionee. 7. Notices. Any notice given to the Company shall be addressed to ------- the Company at 439 North Bedford Drive, Beverly Hills, California 90210, Attention: Secretary, or at such other address as the Company may hereinafter designate in writing to Optionee. Any notice given to Optionee shall be sent to the address set forth below Optionee's signature hereto, or at such other address as Optionee may hereafter designate in writing to the Company. Any such notice shall be deemed duly given when sent by prepaid certified or registered mail and deposited in a post office or branch post office regularly maintained by the United States Government. 8. Stock Exchange Requirements: Applicable Laws. Notwithstanding -------------------------------------------- anything to the contrary in this Agreement, no shares of stock purchased upon exercise of the Option, and no certificate representing all or any part of such shares, shall be issued or delivered if (a) such shares have not been admitted to listing upon official notice of issuance on each stock exchange upon which shares of that class are then listed or (b) in 4 the opinion of counsel to the Company, such issuance or delivery would cause the Company to be in violation of or to incur liability under any federal, state or other securities law, or any requirement of any stock exchange listing agreement to which the Company is a party, or any other requirement of law or of any administrative or regulatory body having jurisdiction over the Company. 9. Nontransferability. Neither the Option nor any interest therein ------------------ may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution. 10. 1993 Plan. THE OPTION IS GRANTED PURSUANT TO THE 1993 PLAN, AS --------- IN EFFECT ON THE DATE OF GRANT, AND IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF THE 1993 PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME; PROVIDED, HOWEVER, THAT NO SUCH AMENDMENT SHALL DEPRIVE OPTIONEE, WITHOUT HIS OR HER CONSENT, OF THE OPTION OR OF ANY OF OPTIONEE'S RIGHTS UNDER THIS AGREEMENT. THE INTERPRETATION AND CONSTRUCTION BY THE COMMITTEE OF THE 1993 PLAN, THIS AGREEMENT, THE OPTION AND SUCH RULES AND REGULATIONS AS MAY BE ADOPTED BY THE COMMITTEE FOR THE PURPOSE OF ADMINISTERING THE 1993 PLAN SHALL BE FINAL AND BINDING UPON OPTIONEE. UNTIL THE OPTION SHALL EXPIRE, TERMINATE OR BE EXERCISED IN FULL, THE COMPANY SHALL, UPON WRITTEN REQUEST THEREFOR, SEND A COPY OF THE 1993 PLAN, IN ITS THEN- CURRENT FORM, TO OPTIONEE OR ANY OTHER PERSON OR ENTITY THEN ENTITLED TO EXERCISE THE OPTION. 11. Fractional Shares. The Company shall not be required to issue a ----------------- fraction of a Common Share in connection with the exercise of the Option. In any case where the Optionee would be entitled to receive a fraction of a Common Share upon the exercise of the Option, the Company shall instead, upon the exercise of the Option, issue the largest whole number of Common Shares purchasable upon exercise of the Option, and pay to the Optionee in cash the Fair Market Value (as determined by the Committee) of such fraction of a Common Share at the time of exercise of the Option. 12. Stockholder Rights. No person or entity shall be entitled to ------------------ vote, receive dividends or be deemed for any purpose the holder of any Option Shares until the Option shall have been duly exercised to purchase such Option Shares in accordance with the provisions of this Agreement. 13. Employment Rights. No provision of this Agreement or of the ----------------- Option granted hereunder shall (a) confer upon Optionee any right to continue in the employ of the Company or any of its subsidiaries, (b) affect the right of the Company and each of its subsidiaries to terminate the employment of Optionee, with or without cause, or (c) confer upon Optionee any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the 1993 Plan. The 5 Optionee hereby acknowledges and agrees that his or her right of employment may be terminated by the Company for any reason, with or without cause, unless the Optionee and the Company are parties to a written agreement which expressly provides otherwise. 14. Governing Law. This Agreement and the Option granted hereunder ------------- shall be governed by and construed and enforced in accordance with the laws of the State of Maryland. 15. Entire Agreement. This Agreement constitutes the entire agreement ---------------- of the parties with respect to the matters covered herein and supersedes all prior written or oral agreements or understandings of the parties with respect to the matters covered herein. Optionee acknowledges that he or she has no right to receive any additional Options unless and until such time, if any, that the Committee, in its sole discretion, may approve the grant thereof, and that the Company has not made any representation to the Optionee regarding future or additional Option grants, or any other option related matters. The grant of any options must be in writing. 16. Representation of Optionee. Optionee represents to the Company -------------------------- as follows: (i) The Option will be taken and received for my own account and not with a view to or for sale in connection with any distribution thereof; and (ii) I have a preexisting personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of my business or financial experience, I can protect my own interests in connection with my receipt and exercise of the Option. IN WITNESS WHEREOF, the Company and Optionee have duly executed this Agreement as of the Date of Grant. G & L REALTY CORP. OPTIONEE By: -------------------------- --------------------------- Name: Steven D. Lebowitz Signature Title: President --------------------------- Street Address --------------------------- City, State and Zip Code --------------------------- Social Security Number 6 -----END PRIVACY-ENHANCED MESSAGE-----