UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 10, 2006
ONE LIBERTY PROPERTIES, INC.
(Exact name of Registrant as specified in charter)
Maryland 001-09279 13-3147497
------------------------------------------------------------------------
(State or other (Commission file No.) (IRS Employer
jurisdiction of I.D. No.)
incorporation)
60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 516-466-3100
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
__ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
===============================================================================
Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change
in Fiscal Year.
On March 10, 2006, the registrant's Board of Directors approved an amendment to
Section I of Article III of the registrant's By-Laws to increase the maximum
number of directors from ten to eleven.
Item 5.05. Amendments to Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On March 10, 2006, the registrant's Board of Directors approved a revised and
restated Code of Business Conduct and Ethics.
The following revisions to the Code are noted:
o Reporting Violations of the Code. All persons subject to the Code, referred
to therein as "Associates", were advised of a duty to report known or
suspected violations of the Code, including any violation of laws, rules,
regulations or policies of the Company "or that involve the commission or
potential commission of a felony or other significant criminal act whether
or not involving the Company". All persons were also advised of the
whistleblower hotline as a method by which violations of the Code could be
reported.
o Conflicts of Interest. This section was revised and as revised, among other
things, prohibits specific activities by an Associate and any relative (as
defined in the Code) of an Associate, such as receipt by an Associate of a
loan, kickback, bribe, referral, brokerage or finders fee, a substantial
gift or special consideration as a result of any transaction or business
dealings involving the Company or any affiliated entity (as defined). The
revisions also contain a list of specific required items for executive
officers and Associates, said items being intended to prevent a conflict of
interests from occurring. Among other items, the specific items include a
requirement that (i) executive officers provide their federal income tax
returns to the Committee (specified in the Code), (ii) no loans can be made
by an Associate to another Associate exceeding $250 without the prior
written consent of the Committee and a loan from an affiliated entity to an
Associate in excess of $250 must be disclosed to the Committee with the
terms thereof, (iii) prior to the Company executing a contract to acquire
or sell a property, executive officers are required to disclose to the
Committee any direct or indirect involvement of the executive or a relative
of the executive in the transaction or with the seller, purchaser or tenant
of the property to be bought or sold, and (iv) an Associate shall advise
the Committee if he shall learn that any executive officer failed to
fulfill a financial obligation for more than five (5) business days or a
check to the Company or an affiliated entity drawn by an executive officer
did not clear and was not replaced with good funds within five (5) business
days.
o Corporate Opportunities. The section was revised to more specifically
delineate the parameters of the applicability of the corporate opportunity
doctrine to independent directors.
o Relationship With Tenant. The section was revised to provide that "No
Associate may ask for or accept (directly or indirectly) anything
personally from a Tenant.
The Code was reviewed and approved by the Audit Committee and the Nominating and
Corporate Governance Committee prior to being presented to the Board of
Directors.
The revised and restated Code of Business Conduct and Ethics has been posted on
the registrant's web site, www.onelibertyproperties.com. The revised and
restated Code of Business Conduct and Ethics is annexed to this Form 8-K as an
exhibit and should be read in its entirety due to the significant revisions
made to the Code of Business Conduct and Ethics.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit 3.1 By-Law Amendment.
Exhibit 14.1 Revised Code of Business Conduct and Ethics.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ONE LIBERTY PROPERTIES, INC.
Date: March 14, 2006 By: /s/ Simeon Brinberg
-----------------------
Simeon Brinberg
Senior Vice President
Exhibit 3.1
ONE LIBERTY PROPERTIERS, INC.
AMENDMENT TO BY-LAWS
Pursuant to Article XV of the By-Laws, as amended, of One Liberty Properties,
Inc. (the "Corporation") the Board of Directors at a regular meeting held on
March 10, 2006 revised Article III, Section I of the By-Laws, which currently
provides as follows:
"ARTICLE III
Board of Directors
Section 1, Number of Directors. The number of directors of the
Corporation shall be three (3). By vote of a majority of the
entire Board of Directors, the number of directors fixed by
the Articles of Incorporation or by these By-Laws may be
increased or decreased by resolution from time to time, but
may not exceed ten (10) nor be less than three (3). The tenure
of office of a director shall not be affected by any decrease
in the number of directors so made by the board."
to read as follows:
"ARTICLE III
Board of Directors
Section 1, Number of Directors. The number of directors of the
Corporation shall be three (3). By vote of a majority of the
entire Board of Directors, the number of directors fixed by
the Articles of Incorporation or by these By-Laws may be
increased or decreased by resolution from time to time, but
may not exceed eleven (11) nor be less than three (3). The
tenure of office of a director shall not be affected by any
decrease in the number of directors so made by the board."
Exhibit 14.1
ONE LIBERTY PROPERTIES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
PURPOSE
This Code of Business Conduct and Ethics contains general guidelines for
conducting the business of the Company consistent with the highest standards of
business ethics, and is intended to be a "code of ethics" within the meaning of
Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated
thereunder ("SOAct"). This Code should be considered to be a minimum standard.
If a law, rule or regulation conflicts with a policy in this Code you must
comply with the law, rule or regulation; however, if a local custom or policy
conflicts with this Code, you must comply with the Code. If this Code requires a
higher standard than is required by local custom or policy or applicable law,
rules and regulations, you are required to adhere to these higher standards.
This Code applies to all of our officers, directors, employees (whether a direct
employee or employed pursuant to a shared services agreement among various
entities, including the Company) and agents, including consultants, whether they
work for the Company on a full or part-time basis. We refer to all persons
covered by this Code as "Associates."
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Obeying the law, both in letter and in spirit, is the foundation on which our
ethical standards are built. All Associates must respect and obey federal law
and the laws of the cities and states in which we operate. Although not all
Associates are expected to know the details of each of these laws, it is
important to know enough to determine when to seek advice from executives or
other appropriate personnel.
All Associates must cooperate fully with the people responsible for preparing
reports filed with the Securities and Exchange Commission and all other
materials that are made available to the investing public to make sure the
people responsible for preparing such reports and materials are promptly made
aware of all information that might have to be disclosed in those reports or
other materials or that might affect the way in which information is disclosed
in them.
REPORTING VIOLATIONS OF THE CODE
All Associates have a duty to report any known or suspected violation of this
Code by any Associate, including any violation of laws, rules, regulations or
policies that apply to the Company or that involve the commission or potential
commission of a felony or other significant criminal act whether or not
involving the Company. Reporting a known or suspected violation of this Code by
others should not be considered an act of disloyalty, but an action to safeguard
the reputation and integrity of the Company and its Associates.
If you know of or suspect a violation of this Code, immediately either (i)
report the conduct to Simeon Brinberg, Senior Vice President (Senior Counsel) of
the Company, or his successor, who will work directly with you to investigate
your concern or if you prefer (ii) call our anonymous whistleblower hotline at
1-888-288-7726 or if the matter involves a Committee (hereafter defined) member
or if you otherwise prefer (iii) contact Charles Biederman, or his successor as
the Chairperson of the Audit Committee of the Board of Directors, at
cbieder778@aol.com.
It is our policy that any Associate who violates this Code will be subject to
appropriate discipline, including termination of employment, as determined by a
committee consisting of Simeon Brinberg, Patrick Callan, Jr., Fredric H. Gould,
David W. Kalish and Mark H. Lundy, or their successors as chosen by the Board of
Directors (the "Committee"), based upon the facts and circumstances of each
particular situation; provided that the Audit Committee of the Board of
Directors shall investigate and recommend appropriate disciplinary measures for
the Board of Directors to vote upon in respect of any suspected violation of
this Code by a Committee member. An Associate accused of violating this Code
will be given an opportunity to present his or her version of the events at
issue to said Committee (or the Audit Committee as appropriate) prior to any
determination of appropriate discipline. Any Associate who fails to report known
or suspected violations by another Associate may also be subject to appropriate
discipline, including termination of employment. Furthermore, Associates who
violate the law or this Code may expose themselves to substantial civil damages,
criminal fines and prison terms. The Company may also face substantial fines and
penalties in such situations, not to mention damage to the Company's reputation.
In short, your conduct as an Associate of the Company, if it does not comply
with the law or with this Code, can result in serious consequences for both you
and the Company.
CONFIDENTIALITY AND POLICY AGAINST RETALIATION
All questions and reports of known or suspected violations of the law or this
Code will be treated with sensitivity and discretion. The Committee and the
Company will protect your anonimity to the extent possible consistent with law
and the Company's need to investigate your concern. The Company strictly
prohibits retaliation against an Associate who, in good faith, seeks help or
reports known or suspected violations. Anyone who seeks reprisal or retaliates
against an Associate because the Associate, in good faith, sought help or filed
a report will be subject to disciplinary action, including termination of
employment.
WAIVERS OF THE CODE
Waivers of a provision or requirement of this Code will be granted on a
case-by-case basis and only in extraordinary circumstances. Waivers of a
provision or requirement of this Code for Associates may be made only by the
Committee. Any waiver of a provision or requirement of this Code for our
Directors, Executive Officers or other principal officers may be made only by
our Board of Directors and will be promptly disclosed to the public.
CONFLICTS OF INTEREST
Although Associates are generally permitted to engage in personal business and
personal financial transactions and other activities outside the Company, there
are restrictions on your personal business and financial transactions. As long
as you remain an Associate, you must avoid situations where your loyalties may
be divided between the Company's interests and your own. These divided loyalties
are referred to as "conflicts of interest." You should actively avoid any
private interest that may influence your ability to act in the best interests of
the Company or that makes it difficult to perform your work objectively and
effectively. It is difficult to list all of the ways in which a conflict of
interest may arise. The Board of Directors has determined that it is not a
conflict of interest for an Associate (other than directors who are deemed to be
independent directors under SOAct and the rules of New York Stock Exchange) to
work for or otherwise have a business connection with the entities who are
parties to a Shared Services Agreement among the Company, BRT Realty Trust,
Gould Investors L.P. and other entities.
An actual or potential conflict of interest occurs when an Associate is in a
position to influence a decision that may result in personal gain for that
Associate or for a Relative (hereafter defined) of the Associate as a result of
the Company's business dealings, or the business dealings of any of the
affiliated entities that are parties to a Shared Services Agreement among the
Company, BRT Realty Trust, Gould Investors L.P. and other entities in which
certain officers and Directors of the Company have an interest (together, the
"Affiliated Entities"). Personal gain may result not only in cases where an
Associate or Relative has a significant financial interest in, or is employed
by, a firm with which the Company or one of the Affiliated Entities does
business, but also when an Associate or Relative receives any loan, kickback,
bribe, referral, brokerage or finder's fee (or any portion thereof), substantial
gift or special consideration as a result of any transaction or business
dealings involving the Company or one of the Affiliated Entities - and all such
dealings are prohibited. Associates and their Relatives shall exercise caution,
prudence and good judgment before accepting any gift, entertainment, services,
or promises of future benefits from any person, group or agency who might
benefit or appear to benefit from the Associate's connection with the Company.
For the purpose of this Code, (i) a "Relative" is any person who is related to
another by blood, marriage or adoption or who is a significant other or domestic
partner and (ii) a "substantial gift" is any physical item costing in excess of
$250 (this cost limitation does not apply to meals, tickets to sporting events
or other events or to golf outings or other similar outings within the New York
City metropolitan area which are not excessive in nature). In no event, may any
Associate take cash or cash equivalents (such as gift certificates) from any
person, group or agency who might benefit or appear to benefit from the
Associate's connection with the Company.
The Board of Directors is aware of certain transactions between the Company and
the Affiliated Entities. These transactions with the Affiliated Entities include
the sharing of services pursuant to the terms of the Shared Services Agreement
and the provision of services by such Affiliated Entities to the Company, to
other Affiliated Entities and to persons who conduct business with the Company.
The Board of Directors has determined that the services provided by Affiliated
Entities to the Company are beneficial to the Company and that the Company may
enter into any contract or transaction with an Affiliated Entity, provided that
any such transaction is approved by the Audit Committee of the Board of
Directors which is satisfied that the fees, charges or other payments made to
the Affiliated Entities are at no greater cost or expense to the Company than
would be incurred if the Company were to obtain substantially the same services
from unrelated and unaffiliated persons.
In furtherance of our goal to prevent conflicts of interest, the following
specific items are required:
o All Associates who are Executive Officers of the Company shall promptly
upon filing provide their federal income tax returns to the Committee or
their designee and shall provide such other information relating to their
financial dealings as the Committee may request. For purposes hereof,
"Executive Officers" shall mean any officer of the Company who is at or
above the grade of Vice President and any other Associates that the
Committee may determine.
o No Associate may directly or indirectly make (or receive) a loan (in excess
of $250) to (from) another Associate (who is not his or her Relative)
without the prior written consent of the Committee.
o An Associate who directly or indirectly receives a loan (in excess of $250)
from an Affiliated Entity must promptly thereafter notify the Committee of
the loan and the material terms thereof.
o All Associates consent to the Committee's obtaining (at the Company's
expense on a periodic basis as determined by the Committee) a credit
report, criminal background report or other report of verification at such
times as the Committee deems appropriate.
o Prior to the Company (or a subsidiary or joint venture of the Company)
executing a contract to acquire (or sell) an interest in real property, all
Executive Officers (and other Associates to extent he or she has actual
knowledge of the transaction) shall provide written notice to the Committee
of any direct or indirect ownership, employment or fee or profit
participation or similar interest that the Executive Officer (or other
Associate) or his or her Relative may have (or previously had) with the
seller (or purchaser) or tenant of such property to be acquired (or sold)
or with the broker on such acquisition (sale); provided that no such
disclosure shall be required in respect of public entities (that are the
seller, purchaser or tenant of the prospective property) in which an
Associate or his or her Relative may have an interest unless such Associate
or his or her Relative is an officer, director or employee of such public
entity or such Associate or his or her Relative owns in excess of 5% of the
common stock of such public entity.
o If any Associate shall learn that any Executive Officer has failed to
fulfill a financial obligation to the Company or any Affiliated Entity for
more than five (5) business days or that a check from any Executive Officer
to the Company or any Affiliated Entity did not clear and the Executive
Officer did not replace the check with good funds within five (5) business
days, then such Associate shall promptly disclose same to the Committee.
CORPORATE OPPORTUNITIES
As an Associate of the Company, you have an obligation to put the interests of
the Company ahead of your personal interests and to advance the Company's
interests when the opportunity to do so arises. If an Associate (other than an
independent Director) is presented or becomes aware of a business opportunity
that is in the Company's line of business (an "OLP Opportunity") the Associate
must first present the OLP Opportunity to the Company before pursuing the OLP
Opportunity in his or her individual capacity. No Associate may use corporate
property, information or his or her position for personal gain, and no Associate
may compete with the Company either directly or indirectly. Independent
Directors who discover an OLP Opportunity through the use of Company information
or his or her position as a Director must first present the OLP Opportunity to
the Company before directly or indirectly pursuing the OLP Opportunity.
Associates are required to fully disclose to the Committee the terms and
conditions of each OLP Opportunity covered by this Code that he or she wishes to
pursue. As to Associates other than Executive Officers or Directors, the
Committee and other appropriate management personnel will determine whether the
Company wishes to pursue the OLP Opportunity and, if the Company waives its
right to pursue an OLP Opportunity, such waiver must be authorized in writing by
an Executive Officer of the Company with the concurrence of the Chief Executive
Officer. As to Directors (including Independent Directors) and Executive
Officers, a waiver by the Company to pursue an OLP Opportunity must be approved
by the Board of Directors and such approval confirmed in writing by an Executive
Officer of the Company. If the Company shall waive its right to pursue an OLP
Opportunity, the Associate may pursue the OLP Opportunity on the same terms and
conditions offered to the Company and consistent with other ethical guidelines
set forth in this Code.
If there is any ambiguity as to whether or not an opportunity is an "OLP
Opportunity", the ambiguity shall be construed in favor of the Company and the
opportunity shall be deemed to be an "OLP Opportunity", Associates are
encouraged to seek the Company's consent if there is any question, ambiguity or
issue as to whether or not a specific business opportunity is an OLP
Opportunity.
CONFIDENTIAL INFORMATION
Associates must maintain the confidentiality of confidential information
entrusted to them by the Company or its tenants, except when disclosure is
authorized by the Company's counsel or required by laws or regulations and
except for disclosure of information to the Company. Confidential information
includes all non-public information that might be of use to competitors, or
harmful to the Company or its tenants, if disclosed. It also includes
information that our tenants or other parties with whom we have investing or
business arrangements have entrusted to us. The obligation to preserve
confidential information continues even after employment ends.
COMPETITION AND FAIR DEALING
We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited. Each
Associate should endeavor to respect the rights of and deal fairly with the
Company's service providers, competitors and employees. No Associate should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
intentional unfair practices. The purpose of business entertainment and gifts in
a commercial setting is to create good will and sound working relationships, not
to gain unfair advantage. Gifts to a business relation or prospective business
relation or entertainment to the extent offered, given, provided, received or
accepted by any Associate or any Relative of an Associate from a business
relation or prospective business relation shall not be: (i) cash or a cash
equivalent (other than for personal events such as wedding gifts), (ii)
inconsistent with customary business practices, (iii) excessive in value, (iv)
capable of being reasonably construed as a bribe or payoff or (v) in violation
of this Code or applicable laws or regulations. Please discuss with any
Committee Member any gifts or proposed gifts which you are not certain are
appropriate.
RELATIONSHIPS WITH TENANTS
Our business success depends upon our ability to foster lasting relationships
with our tenants and others with whom we conduct business. The cornerstone of
these relationships is trust. To build trust, the Company is committed to
dealing with tenants and others with whom we conduct business fairly, honestly
and with integrity. Specifically, you should keep the following guidelines in
mind when dealing with tenants and others with whom we conduct business:
o Information we supply should be accurate and complete to the best of our
knowledge. Associates should never deliberately misrepresent information.
o No Associate may ask for or accept (directly or indirectly) anything
personally from a Tenant.
o Business entertainment should never exceed reasonable and customary
business practice.
PROTECTION OF COMPANY ASSETS
All Associates should protect the Company's assets and ensure their efficient
use for legitimate business purposes only. Theft, carelessness and waste have a
direct impact on the Company's profitability. To ensure the protection of the
Company's assets, each Associate should:
o Exercise reasonable care to prevent theft, damage or misuse of Company
property. o Promptly report the actual or suspected theft, damage or misuse
of Company property to the Chief Financial Officer.
o Safeguard all electronic programs, data, communications and written
materials from inadvertent access by others.
PERSONAL OR INAPPROPRIATE USE OF COMPANY RESOURCES
The Company provides a wide variety of assets as resources for its Associates in
conducting company business including computers, communications systems and
other equipment and materials. Although an Associate may, at times, use many of
these resources for incidental personal activities, this personal use should be
kept to a minimum. Excessive personal use of the Company resources can adversely
affect an Associate's performance, increase the Company's costs, and reduce
availability of the resources for the Company's business needs. As an example,
while Associates may sometimes need to use a Company telephone for a short call
for a family matter, it is not appropriate to use Company telephones for
frequent, extended or unusually costly calls that do not relate to company
business.
While you may occasionally use the Company's electronic systems to send personal
messages or to access Internet materials that are not directly business-related,
these personal applications should be minimized in accordance with these
principles, even if your personal activity involves Company systems that are
available for your use at home. In addition, certain emails, faxes or other
messages simply must not be sent on Company equipment or through Company
systems; these include solicitations, chain letters, and threatening, sexually
explicit or harassing materials. You must not use Company resources to create,
transmit, store or display (for public viewing) messages, images or materials in
any of these categories or access web sites or phone numbers whose primary
purpose involves sexually explicit or harassing materials. The use of the funds
or assets of the Company, whether for personal gain or not, for any unlawful or
improper purpose is strictly prohibited. Misuse of Company assets is misconduct,
and may result in termination of your employment.
Associates should be aware that Company property includes all data and
communications transmitted to or received by, or contained in, the Company's
electronic or telephonic systems or by written media. This includes, among other
things, the computer system, any files in memory and all instant messages,
e-mails and phone records. Associates and other users of this property should
have no expectation of privacy with respect to these communications and data. To
the extent permitted by law, the Company has the ability, and reserves the
right, to monitor all electronic and telephonic communication. These
communications may also be subject to disclosure to law enforcement or
government officials.
COMPANY RECORDS
Accurate and reliable records are crucial to our business. Our records are the
basis of our earnings statements, financial reports and other disclosures to the
public. In addition, our records are the source of essential data that guides
business decision-making and strategic planning. Company records include
payroll, travel and expense reports, emails, accounting and financial data,
measurement and performance records, electronic data files and all other records
maintained in the ordinary course of our business.
All Company records must be complete, accurate and reliable in all material
respects. There is never a reason to make false or misleading entries. In
addition, undisclosed or unrecorded funds, payments or receipts are strictly
prohibited. You are responsible for understanding and complying with our
recordkeeping policy. Ask our Chief Financial Officer if you have any questions.
ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
We are a public company and are required to report our financial results and a
great deal of financial and other information about our business to the public
and the Securities and Exchange Commission (the "SEC"). We are also subject to
various securities laws and regulations. It is our policy to promptly disclose
accurately and completely material information regarding the Company's business,
financial condition and results of operations. Inaccurate, incomplete or
untimely reporting is not acceptable and can severely damage the Company and
cause legal liability. Associates should be on guard for, and must promptly
report, evidence of improper financial reporting. Examples of suspicious
activities that must be reported include:
o Financial results that seem inconsistent with the performance of underlying
business transactions;
o Inaccurate records, such as overstated expense reports, or erroneous time
sheets or invoices;
o Transactions that do not seem to have a good business purpose; and
o Requests to circumvent ordinary review and approval procedures.
The Company's financial officers and other Associates working in the Accounting
Department have a special responsibility to ensure that all of our financial
disclosures are full, fair, accurate, timely and understandable. Such Associates
must understand and strictly comply with generally accepted accounting
principles as adopted by the Company and all standards, laws and regulations
regarding accounting and financial reporting of transactions, estimates and
forecasts. The SEC has adopted rules that prohibit officers or directors, and
persons acting under their direction, from making any materially false,
misleading, or incomplete statement to an accountant in connection with an audit
or any filing with the SEC.
If an Associate believes that the Company has engaged in any type of
questionable accounting or auditing activity, such Associate should report the
allegations to a member of the Committee or anonymously by calling our
whistleblower hotline at 1-888-288-7726 or by contacting Charles Biederman, or
his successor as the Chairperson of the Audit Committee of the Board of
Directors, at cbieder778@aol.com.
PROFITING FROM INSIDE INFORMATION
If you possess information about the Company that is both material and
non-public, called "material inside information," you are subject to trading
restrictions. You cannot legally trade in Company securities, or make
recommendations to anyone, including your family, friends and colleagues, about
trading in Company securities, until a reasonable time, usually the second
trading day after the Company issues a press release or makes an SEC filing
disclosing the material inside information that you possess.
Information is "material" if it would influence a reasonable person to buy or
sell stock. Examples include undisclosed data reflecting earnings or
profitability, or trends in these figures; major acquisitions, equity
investments or divestitures; and important developments in projects, alliances
or litigation. Information is "non-public" if it hasn't been the subject of a
Company press release or contained in an SEC filing made by the Company. Trading
in Company stock includes buying or selling Company shares or options to buy or
sell Company shares, and/or selling shares that were purchased under any Company
stock option plan or dividend reinvestment plan. It does not include regular,
continuing purchases through the Company's dividend reinvestment plan or
purchases, without sale, of shares through exercise of a Company stock option.
In order to minimize the risk of insider trading and prevent inadvertent use of
material inside information, you are required to follow these procedures:
1. Before trading in the Company's securities you must consult with
Simeon Brinberg, our Senior Vice President (Senior Counsel) or his successor or
designee;
2. If the Senior Vice President (Senior Counsel) has cleared your
transaction, you must execute the transaction within two business days. If more
than two business days have elapsed since you spoke with the Senior Vice
President (Senior Counsel), you must speak with him again before engaging in the
transaction; and
3. The foregoing procedures are also applicable to proposed
transactions in securities of the Company to be made by (i) your spouse, your
children, any other Relative who may live with you, and any corporation or other
entity that you may directly or indirectly control; and (ii) any fiduciary
account (where you are trustee, executor, custodian, etc.) with respect to which
you make investment decisions. If you are not certain as to whether the
procedures apply to a particular trade, you must consult with the Senior Vice
President (Senior Counsel).
If you violate insider trading laws, both you and the Company may be subject to
severe criminal penalties. Insider trading laws apply to all Associates at any
level, not merely to officers.
PUBLIC COMMUNICATIONS AND COMPLIANCE WITH REGULATION FD
The Company places a high value on its credibility and reputation in the
community. What is written or said about the Company in the news media and
investment community directly affects our reputation, positively or negatively.
It is our policy to provide timely, accurate and complete information in
response to public requests, consistent with our obligations to maintain the
confidentiality of competitive and proprietary information and to prevent
selective disclosure of market-sensitive data. To ensure compliance with this
policy, all news media or other public requests for information regarding the
Company should be directed to the Investor Relations Director, or person
performing such function. The Investor Relations Director will work with you and
the appropriate personnel to evaluate and coordinate a response to the request.
In connection with its public communications, the Company is required to comply
with a rule under the federal securities laws referred to as Regulation FD
(which stands for "fair disclosure"). Regulation FD provides that, when we
disclose material, non-public information about the Company to securities market
professionals or stockholders (where it is reasonably foreseeable that the
stockholders will trade on the information), we must also disclose the
information to the public. "Securities market professionals" generally include
analysts, institutional investors and investment advisors.
To ensure compliance with Regulation FD, we have designated to be our Investor
Relations Director, Simeon Brinberg, Senior Vice President (Senior Counsel) or
his successor and officers specifically designated by him for specified
circumstances, as our company spokesperson.
Only our company spokesperson is authorized to disclose information about the
Company in response to requests from securities market professionals or
stockholders. If you receive a request for information from any securities
market professionals or stockholders, promptly contact our company spokesperson
to coordinate a response to such request.
Associates who may in the course of their employment interact with securities
market professionals are specifically covered by Regulation FD and have a
special responsibility to understand and comply with Regulation FD. Contact our
Senior Vice President (Counsel) if you have any questions about the scope or
application of Regulation FD.
COMPLIANCE PROCEDURES
We must all work to ensure prompt and consistent action against violations of
this Code. However, in some situations it is difficult to know right from wrong.
Since we cannot anticipate every situation that will arise, it is important that
we have a way to approach a new question or problem. These are the steps to keep
in mind:
o Make sure you have all the facts. In order to reach the right solutions, we
must be as fully informed as possible.
o Ask yourself: What specifically am I being asked to do? Does it seem
unethical or improper? This will enable you to focus on the specific
question you are faced with, and the alternatives you have. Use your
judgment and common sense; if something seems unethical or improper, it
probably is.
o Clarify your responsibility and role. In most situations, there is shared
responsibility. Are your colleagues informed? It may help to get others
involved and discuss the problem.
o Discuss the problem with an executive officer. This is the basic guidance
for all situations. In many cases, an executive officer will be more
knowledgeable about the question, and will appreciate being brought into
the decision-making process. Remember that it is an executive officer's
responsibility to help solve problems.
o You may report ethical violations in confidence and without fear of
retaliation. If your situation requires that your identity be kept secret,
your anonymity will be protected. The Company does not permit retaliation
of any kind against employees for good faith reports of ethical violations.
o Always ask first, act later: If you are unsure of what to do in any situation,
seek guidance before you act.
CONCLUSION
This Code of Business Conduct and Ethics contains general guidelines for
conducting the business of the Company consistent with the highest standards of
business ethics. If you have any questions about these guidelines, please
contact Simeon Brinberg, Senior Vice President (Counsel) or a person performing
that function. We expect all Associates, regardless of their level, to adhere to
these standards. Each Associate is separately responsible for his or her
actions. Conduct that violates the law or this Code cannot be justified by
claiming that it was ordered by someone in higher management. If you engage in
conduct prohibited by the law or this Code, you will be deemed to have acted
outside the scope of your employment. Such conduct will subject you to
disciplinary action, including possibly termination of employment.
Note: This Code and the matters contained herein are neither a contract of
employment nor a guarantee of continuing Company policy. We reserve the right to
amend, supplement or discontinue this Code and the matters addressed herein,
without prior notice, at any time.