BLEECKER CHARLES COMPANY
c/o Kenneth B. Newman
488 Madison Ave.
New York NY 10022
Tel.: (212) 319-3000
Fax: (212) 752-0097
June 27, 2000
Board of Directors
350 Bleecker Street Apartment Corp.
350 Bleecker St.
New York, NY 10014
Att.: Chairman
As you know, I am a partner of Bleecker Charles Company ("the Sponsor"), the sponsor of the conversion of the building and land owned by 350 Bleecker Street Apartment Corp. ("the Corporation") to cooperative ownership.
As you know, the Sponsor still retains ownership of 30 units and 4,042 shares of stock in the Corporation.
I am writing to confirm, pursuant to By Law § 1(3), the Sponsor's objection to a meeting of the shareholders of the Corporation called for this evening without any written notice to the Sponsor.
Under By Law § 1(2) and §605(a) of the New York Business Corporation Law, a meeting of the shareholders of the Corporation may be called only if written notice, by mail or personal service, is given to each shareholders of record at least ten days before the time and date of the meeting. The Sponsor is a shareholder of record and is entitled to receive timely notice of any shareholders meeting.
No notice of this evening's meeting was given to the Sponsor. Accordingly, it is the Sponsor's position that no valid business may be conducted at this evening's meeting and that no shares may be voted on any business coming before the meeting whether by the shareholder in person or by proxy.
In the Sponsor's view, the Board's refusal to give notice of this evening's meeting to the Sponsor not only violates the By Laws and the Business Corporation Law but is part and parcel of a strategy designed to disregard the best interests of the Corporation's shareholders and indeed the Corporation itself. In this regard, I understand that the
BLEECKER CHARLES COMPANY
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Board of Directors
June 27, 2000
principal item of business before the meeting is a resolution to terminate the Agreement of Lease dated as of July 31, 1985 between the Corporation and the Sponsor, insofar as it covers the parking garage at the building, under the federal Condominium and Cooperative Conversion Protection and Abuse Relief Act ("the Act"). The Act is a complex statute with many pitfalls for shareholders who purport to invoke lease termination rights thereunder. Thus, it is clear that the proposed action, if taken, will have profound impact on the Cooperation and its shareholders.
The Sponsor can only view the Board of Directors' refusal to give notice of the meeting to the Sponsor as a transparent tactic to prevent the Sponsor's representative from expressing to the shareholders the many reasons why the proposed action is ill-advised and to obtain a vote favoring termination without informed decision-making on the part of the shareholders who will be adversely affected by the Board's pursuit of its private agenda. Shareholders who have provided proxies without adequate disclosure should be rightfully upset and disgusted by the Board's tactics. They will no doubt begrudge the fact that the Sponsor was not given a fair opportunity to address all shareholders in a deliberate and open manner about the inadvisability of the Board's recommended action.
Accordingly, this letter is without prejudice to the rights, remedies and defenses of the Sponsor under the Act and otherwise.
Very truly yours,
/s/ Kenneth B. Newman
Kenneth B. Newman
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