ZBRA » Topics » CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This excerpt taken from the ZBRA DEF 14A filed Apr 21, 2009.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company had historically invested in partnerships managed by Mesirow Advanced Strategies, Inc. (“MAS”), the hedge fund of funds division of Mesirow Financial Holdings, Inc. Martin B. Kaplan, the chief executive officer of MAS, is the son of Edward L. Kaplan, the Company’s co-founder and retired director, Chairman and Chief Executive Officer. Martin B. Kaplan receives no direct compensation based on the Company’s investment through MAS. The investment arrangement was ratified by the Company’s Board of Directors in February 2007 pursuant to the Company’s policies and procedures regarding Related Party Transactions described below under “Related Party Transactions Policies and Procedures.”

     As of January 1, 2008, the balance of the MAS-managed investments was approximately $10.9 million. The Company divested all MAS-managed investments by May 2008.

This excerpt taken from the ZBRA DEF 14A filed Apr 22, 2008.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In May 1989, the Company entered into a lease agreement for its Vernon Hills, Illinois, facility and certain machinery, equipment, furniture and fixtures with Unique Building Corporation (“Unique”), a corporation owned by Messrs. Kaplan and Cless. The lease was subsequently amended to cover expansions of the facility and add real estate. The portion of the lease agreement under which the Company leased machinery, equipment, furniture, and fixtures expired in 2003. In August 2007, Unique sold the real estate to a third party not related to Zebra or Messrs. Kaplan or Cless, and the purchaser assumed the lease from Unique. The lease is treated as an operating lease and has a term ending on June 30, 2014.

     Base monthly rental payments were $194,702 during 2007, and continued at such rate through March 31, 2008, They increased to $199,486 on April 1, 2008 and will remain at that rate through June 30, 2009; and will increase to $229,409 from July 1, 2009 through June 30, 2014. Lease payments to Unique totaled $1,557,616 for 2007. Messrs. Cless and Kaplan, as 50% owners of Unique, each had an interest in $778,808 of the lease payments.

     The lease agreement includes a modification to the base monthly rental, which goes into effect if the prescribed rent payment is less than the aggregate principal and interest payments required to be made by Unique under certain industrial revenue bonds. The industrial revenue bonds are supported by a Letter of Credit issued by American National Bank. The Company guaranteed $700,000 of Unique’s obligation to such bank under its agreement relating to the Letter of Credit.

     The Company has historically invested in partnerships managed by Mesirow Advanced Strategies, Inc. (“MAS”), the hedge fund of funds division of Mesirow Financial Holdings, Inc., which has approximately $12.5 billion under management. Martin B. Kaplan, the chief executive officer of MAS, is the son of the Company’s co-founder, Chairman and Chief Executive Officer, Edward L. Kaplan. Martin B. Kaplan receives no direct compensation based on the Company’s investment through MAS. The investment arrangement was ratified by the Company’s Board of Directors in February 2007 pursuant to the Company’s policies and procedures regarding Related Party Transactions described below under “Related Party Transactions Policies and Procedures.”.

     As of December 31, 2007, the balance of the MAS-managed investments was approximately $10.9 million. The Company has decided to divest these investments and is in the process of doing so. Since making the divestment decision, the Company has divested the great majority of the investment and the value of the investment was less than $600,000 as of the date of this Proxy Statement. It expects to have divested all MAS-managed investments by the end of June 2008.

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This excerpt taken from the ZBRA DEF 14A filed Apr 24, 2007.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In May 1989, the Company entered into a lease agreement for its Vernon Hills, Illinois, facility and certain machinery, equipment, furniture and fixtures with Unique Building Corporation (“Unique”), a corporation owned by Messrs. Kaplan and Cless. Since its commencement date, the lease has been amended to cover expansions of the facility and add real estate. The portion of the lease agreement under which the Company leased machinery, equipment, furniture, and fixtures expired in 2003.

     The lease is treated as an operating lease and has a term ending on June 30, 2014. Base monthly rental payments were $194,702 during 2006, and will continue to be payable at such rate through March 31, 2008. They will increase to $199,486 from April 1, 2008 through June 30, 2009; and to $229,409 from July 1, 2009 through June 30, 2014.

     The lease agreement includes a modification to the base monthly rental, which goes into effect if the prescribed rent payment is less than the aggregate principal and interest payments required to be made by Unique under certain industrial revenue bonds. The industrial revenue bonds are supported by a Letter of Credit issued by American National Bank. The Company guaranteed $700,000 of Unique’s obligation to such bank under its agreement relating to the Letter of Credit.

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     Unique recently announced its intention to sell the Vernon Hills facility. The Company’s Board of Directors formed a “Facilities Committee” (described above in the “Other Committees” section of “Corporate Governance”) consisting of all of the independent directors to explore the Company’s options including consideration of an offer to purchase the Vernon Hills facility from Unique. As of the date of this Proxy Statement, the Company has not made such an offer, and it currently does not intend to do so; however, if circumstances change, the Company may review its available options.

     As of the date of this Proxy Statement, the Company currently has invested approximately $10 million in partnerships managed by Mesirow Advanced Strategies, Inc. (“MAS”), the hedge fund of funds division of Mesirow Financial Holdings, Inc., which has approximately $12.5 billion under management. Martin B. Kaplan, the chief executive officer of MAS, is the son of the Company’s co-founder, Chairman and Chief Executive Officer, Edward L. Kaplan. Martin B. Kaplan receives no direct compensation based on the Company’s investment through MAS. The investment arrangement was ratified by the Company’s Board of Directors in February 2007 pursuant to the Company’s Related Party Transaction Policy described below.

This excerpt taken from the ZBRA DEF 14A filed Apr 10, 2006.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          In May 1989, the Company entered into a lease agreement for its Vernon Hills, Illinois facility and certain machinery, equipment, furniture and fixtures with Unique Building Corporation (“Unique”), a corporation owned by Messrs. Kaplan and Cless.  Since its commencement date, the lease has been amended to cover expansions of the facility.  The lease was amended several times to add real estate and numerous facility expansions.  The portion of the lease agreement under which the Company leased machinery, equipment, furniture, and fixtures expired in 2003.

          The lease is treated as an operating lease and has a term ending on June 30, 2014.  During 2005, base monthly rental payments were $194,702 and will continue to be payable at such rate through March 31, 2008.  They will increase to $199,486 from April 1, 2008 through June 30, 2009; and to $229,409 from July 1, 2009 through June 30, 2014.

          The lease agreement includes a modification to the base monthly rental, which goes into effect if the prescribed rent payment is less than the aggregate principal and interest payments required to be made by Unique under certain industrial revenue bonds.  The industrial revenue bonds are supported by a Letter of Credit issued by American National Bank.  The Company guaranteed $700,000 of Unique’s obligation to such bank under its agreement relating to the Letter of Credit.

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This excerpt taken from the ZBRA 10-K filed Feb 28, 2006.
Item 13.         Certain Relationships and Related Transactions

The information in response to this item is incorporated by reference from the Proxy Statement section entitled “Executive Compensation and Certain Transactions.”

 

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