<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CABOT CABOT INDISTRIAL TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
CABOT CABOT INDISTRIAL TRUST
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
CABOT INDUSTRIAL TRUST
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
----------------
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
and
PROXY STATEMENT
----------------
March 31, 2000
Dear Shareholder:
You are cordially invited to attend our 2000 Annual Meeting of Shareholders,
which will be held on Wednesday, May 10, 2000, at 9:00 a.m., local time at
State Street Bank & Trust Company, 225 Franklin Street, Boston, Massachusetts.
The Notice of Annual Meeting and the Proxy Statement that follow describe
the business to be conducted at the Annual Meeting. We will also report on
matters of current interest to our shareholders, and there will be an
opportunity following the formal meeting for questions and answers.
Please sign and return the enclosed proxy card in the envelope provided as
soon as possible so that your shares will be represented at the meeting. This
will not prevent you from attending the meeting and voting in person or from
changing your vote by executing a subsequent proxy. You are encouraged to
specify your choices on the matters indicated. However, it is not necessary to
specify your choice on a matter if you wish to vote in accordance with the
recommendations of the Company's Board of Trustees, in which case merely
signing, dating, and returning the proxy card will be sufficient.
On behalf of the Board of Trustees and management of Cabot Industrial Trust,
I would like to express our appreciation for your interest in the Company. We
look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Ferdinand Colloredo-Mansfeld
Ferdinand Colloredo-Mansfeld
Chairman and Chief Executive Officer
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING. IF YOU DO NOT INTEND
TO BE PRESENT AT THE MEETING IN PERSON PLEASE SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE IN ORDER THAT THE
NECESSARY QUORUM MAY BE ASSURED. ANY PROXY MAY BE REVOKED AT ANY TIME BEFORE
IT HAS BEEN VOTED AT THE MEETING.
<PAGE>
CABOT INDUSTRIAL TRUST
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
----------------
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 2000
----------------
TO THE SHAREHOLDERS OF CABOT INDUSTRIAL TRUST:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders (the
"Annual Meeting") of Cabot Industrial Trust, a Maryland real estate investment
trust (the "Company"), will be held on Wednesday, May 10, 2000, at 9:00 a.m.,
local time, for the following purposes:
1. To elect three Class III Trustees to the Board of Trustees of the
Company to serve for three-year terms;
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending December 31, 2000;
and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
The Board of Trustees has selected March 27, 2000 as the record date for the
Annual Meeting. Only those shareholders of record as of the close of business
on that date, are entitled to notice of and to vote at the Annual Meeting or
any adjournments or postponements thereof.
By Order of the Board of Trustees,
/s/ Neil E. Waisnor
Neil E. Waisnor
Senior Vice President--Finance,
Treasurer and Secretary
Boston, Massachusetts
March 31, 2000
<PAGE>
CABOT INDUSTRIAL TRUST
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
----------------
PROXY STATEMENT
FOR
2000 ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 10, 2000
----------------
Time and Location of Annual Meeting
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Cabot Industrial Trust (the "Company") for
use at the Company's 2000 Annual Meeting of Shareholders to be held Wednesday,
May 10, 2000 at 9:00 a.m., local time at State Street Bank & Trust Company,
225 Franklin Street, Boston, Massachusetts (the "Annual Meeting") for the
purposes set forth in the accompanying Notice of Annual Meeting. This Proxy
Statement and the enclosed form of proxy are first being sent to shareholders
on or about March 31, 2000.
Voting Rights and Solicitation
Only holders of the Company's common shares of beneficial interest, par
value $0.01 per share (the "Common Shares"), of record at the close of
business on March 27, 2000 (the "Record Date"), are entitled to notice of and
to vote at the Annual Meeting. Each Common Share is entitled to one vote on
all matters to be voted upon by shareholders at the meeting. There were
40,619,420 Common Shares outstanding as of the Record Date.
The presence in person or by proxy of a majority of the outstanding shares
entitled to vote will constitute a quorum for the transaction of business at
the Annual Meeting. Each valid proxy received by the Company in response to
this soliciation will be voted at the Annual Meeting and any adjournments or
postponements thereof as indicated on the proxy. If no indication is made with
respect to a proposal, the proxy will be voted for election of the Trustees
named in this Proxy Statement and for ratification of the appointment of
Arthur Andersen LLP as the Company's independent public accountants for 2000.
The proxies solicited hereby also confer authority on the proxy holders named
therein to vote in accordance with their best judgement on any other matter
that may come before the Annual Meeting and may properly be voted upon.
The nominees receiving the highest number of affirmative votes in each
class, up to the number of Trustees to be elected in that class, will be
elected Trustees of the Company. Shareholders do not have the right to
cumulate their votes in the election of Trustees. Ratification of the
appointment of the independent public accountants requires the affirmative
vote of a majority of the votes cast on that proposal at the Annual Meeting.
Abstentions and broker non-votes will be counted as present at the meeting for
determining the presence of a quorum, but will have no effect on the outcome
of the votes on the proposals described in this Proxy Statement.
Any person submitting a proxy may revoke it at any time before it is
exercised by filing with the Secretary of the Company an instrument of
revocation or a duly executed proxy bearing a later date. In addition, persons
submitting proxies may elect to attend the Annual Meeting and vote in person,
although mere attendance at the meeting will not serve to revoke a proxy.
Cost of Solicitation
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, Trustees, officers and employees of the Company, who
will not receive additional compensation for such services, may
1
<PAGE>
solicit proxies in person or by telephone or other means of communication.
Brokers, nominees, fiduciaries and other custodians will be requested to
forward soliciting materials to the beneficial owners of the Common Shares
held of record by them and will be reimbursed by the Company for their
reasonable expenses in doing so.
PRINCIPAL AND MANAGEMENT SHAREHOLDERS
The following table sets forth, as of March 8, 2000 (unless otherwise
indicated), the beneficial ownership of Common Shares of (i) each person known
by the Company to own more than 5% of the Common Shares, (ii) each Trustee and
nominee, (iii) each person named in the Summary Compensation Table herein, and
(iv) all Trustees and executive officers of the Company as a group. The table
also sets forth the number of limited partnership units ("Units") of Cabot
Industrial Properties, L.P., the Company's subsidiary operating partnership
(the "Operating Partnership"), owned by each beneficial owner of Units who,
upon exchange of Units for Common Shares, would own more than 5% of the Common
Shares, and by the persons and group specified in clauses (ii) through (iv)
above. Pursuant to the Amended and Restated Agreement of Limited Partnership
of the Operating Partnership (the "Operating Partnership Agreement"), the
Units became exchangeable for Common Shares on a one-for-one basis or the cash
equivalent thereof (as determined by the Company) beginning February 4, 1999.
Unless otherwise indicated, the persons and entities named below have sole
voting and investment power with respect to all Common Shares and Units shown
as beneficially owned by them.
<TABLE>
<CAPTION>
Percent of
All Common Percent of
Common Shares and All Common
Beneficial Owner(1) Shares Units Units(2) Shares(3)
------------------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Ferdinand Colloredo-Mansfeld (4).... 1,050 1,561,870 3.6% 3.7%
Robert E. Patterson (5)............. 40,000 306,430 * *
Franz Colloredo-Mansfeld (6)........ 5,000 230,122 * *
Andrew D. Ebbott (7)................ 2,000 163,564 * *
Howard B. Hodgson, Jr. (8).......... 1,000 163,564 * *
Eugene F. Reilly (7)................ -- 157,481 * *
Neil E. Waisnor (7)................. 1,000 163,564 * *
George M. Lovejoy, Jr. (9).......... 2,000 -- * *
Christopher C. Milliken (10)........ 10,513 -- * *
Maurice Segall (10)................. 12,913 -- * *
W. Nicholas Thorndike (10).......... 15,413 -- * *
Ronald L. Skates (10)(11)........... 20,413 -- * *
IBM Retirement Plan Trust (12)...... 10,007,044 -- 22.9% 24.6%
New York State Teachers' Retirement
System (13)......................... 5,951,526 -- 13.6% 14.7%
Commonwealth of Pennsylvania, Public
School
Employees' Retirement System (14).. 5,517,563 -- 12.6% 13.6%
State of Wisconsin Investment Board
(15)................................ 2,959,534 -- 6.8% 7.3%
Leland Stanford Jr. Endowment Fund
(16)................................ 2,367,923 -- 5.4% 5.8%
All Trustees and executive officers
as a group (12 persons)............. 111,302 2,696,595 6.3% 6.5%
</TABLE>
- --------
* Less than 1%.
(1) Unless otherwise indicated, the address of each named person or the title
holding entity is c/o Cabot Industrial Trust, Two Center Plaza, Suite 200,
Boston, Massachusetts 02108.
(2) Assumes that all Units are exchanged for Common Shares on a one-for-one
basis, and includes options beneficially owned by the identified person or
group (and no other person) which are exercisable and related vested
distribution equivalent units (DEUs).
(3) Assumes that all Units beneficially owned by the identified person or
group (and no other person) are exchanged for Common Shares on a one-for-
one basis, and includes options beneficially owned by the identified
person or group (and no other person) which are exercisable and related
vested DEUs.
2
<PAGE>
(4) Includes 150,000 Units owned by family trusts with respect to which Mr.
Colloredo-Mansfeld has shared voting and investment power as a co-trustee,
434,824 Units held of record by C-M Holdings L.P. and 35,140 Units held of
record by Alces Corporation. C-M Holdings L.P. is a limited partnership of
which Mr. Colloredo-Mansfeld owns a 96% partnership interest and Alces
Corporation is C-M Holdings L.P.'s sole general partner of which Mr.
Colloredo-Mansfeld owns all of the common stock. Also includes 212,500
shares issuable under exercisable options and 3,614 related vested DEUs.
(5) Includes 2,000 Common Shares held by Mr. Patterson's children and 38,000
Common Shares held by trusts with respect to which he has shared voting
and investment power. Mr. Patterson disclaims beneficial ownership of
these Common Shares. Also includes 175,000 shares issuable under
exercisable options and 2,840 related vested DEUs.
(6) Includes 50,000 Units owned by a family trust with respect to which Mr.
Colloredo-Mansfeld is a beneficiary and has shared voting and investment
power, with his father, Ferdinand Colloredo-Mansfeld, as a co-trustee.
Also includes 156,250 shares issuable under exercisable options and 2,581
related vested DEUs.
(7) Includes 125,000 shares issuable under exercisable options and 2,065
related vested DEUs.
(8) Includes 750 Common Shares held of record by Mr. Hodgson's three children.
Also includes 125,000 shares issuable under exercisable options and 2,065
related vested DEUs.
(9) No shares currently issuable under options.
(10) Includes 10,000 shares issuable under exercisable options and 413 related
vested DEUs.
(11) Includes 2,000 Common Shares in which Mr. Skates has shared voting and
investment powers, owned by family trusts of which Mr. Skates is co-
trustee and in which each trustee has the power without the other to both
vote and dispose of trust assets.
(12) Information based on a Schedule 13G/A, dated February 11, 2000, filed
with the Securities and Exchange Commission. The address of IBM
Retirement Plan Trust is 3001 Summer Street, Stamford, Connecticut 06905.
(13) Common Shares held of record by Ronis & Co., for the benefit of New York
State Teachers' Retirement System. The business address of these entities
is c/o Bankers Trust Company, 14 Wall Street, New York, New York 10005.
(14) Information based on a Schedule 13G, dated February 15, 2000, filed with
the Securities and Exchange Commission. The business address of
Pennsylvania Public School Employes' Retirement System is 5 North Fifth
Street, P.O. Box 125, Harrisburg, PA 17108-0125.
(15) Information based on a Schedule 13G/A, dated February 4, 2000, filed with
the Securities and Exchange Commission. The address of State of Wisconsin
Investment Board is P.O. Box 7842, Madison, Wisconsin 53707.
(16) Information based on Common Shares issued upon conversion of Units on or
about February 22, 1999. The business address of Leland Stanford, Junior
University is c/o Director of Real Estate Development, Stanford
Management Company, 2770 Sand Hill Road, Menlo Park, California 94025.
3
<PAGE>
PROPOSAL 1. ELECTION OF TRUSTEES
The Board of Trustees presently consists of seven Trustees and is divided
into three classes. Under the Company's Declaration of Trust, a majority of
the Board must be persons other than officers or employees of the Company
("Independent Trustees"). One class of Trustees is elected annually, and each
Trustee in the class serves a three-year term. The Board has nominated
Ferdinand Colloredo-Mansfeld, Robert E. Patterson and Christopher C. Milliken
for re-election to the Board at the Annual Meeting as Class III Trustees to
serve until the annual meeting of shareholders in 2003. Each of the nominees
has indicated his willingness to serve if elected at the Annual Meeting. In
the event that a nominee should become unwilling or unable to serve, all duly
executed proxies will be voted for the election of such other person as may be
designated by the Board of Trustees. Unless authority to vote for a nominee is
withheld, all votes represented by a properly executed proxy will be cast in
favor of Messrs. Colloredo-Mansfeld, Patterson and Milliken.
The Board of Trustees recommends a vote FOR each of the nominees for
Trustee.
The table below contains a brief description of the business experience and
positions held by each of the Trustees of the Company.
<TABLE>
<CAPTION>
Positions with Cabot Trust, Business
Name Age Experience and Other Positions
---- --- ------------------------------------
<S> <C> <C>
Nominees for Election as
Class III Trustees:
Ferdinand Colloredo-
Mansfeld................ 60 Ferdinand Colloredo-Mansfeld has served as
Chairman of the Board of Trustees and Chief
Executive Officer of the Company since its
formation in October 1997. Mr. Colloredo-
Mansfeld also serves as the Chairman and Chief
Executive Officer of Cabot Advisors. Mr.
Colloredo-Mansfeld served as Chairman, Chief
Executive Officer and Chief Investment Officer
of Cabot Partners Limited Partnership from
1990 to 1997, having previously served in the
same positions with Cabot, Cabot & Forbes
Realty Advisors, Inc., an affiliate of Cabot,
Cabot & Forbes, since its formation in 1986.
Mr. Colloredo-Mansfeld began his real estate
career in 1970 when he joined Cabot, Cabot &
Forbes, a national real estate development,
management and construction firm, becoming its
Chief Financial Officer in 1973, Chief
Operating Officer in 1974 and Chief Executive
Officer in 1976, a position he held until his
retirement from that company in 1989. As Chief
Executive Officer, Mr. Colloredo-Mansfeld
oversaw the development and management of
approximately $4 billion of commercial
properties in twenty states, including 35
master planned suburban business and
industrial parks. Mr. Colloredo-Mansfeld is a
graduate of Harvard College and Harvard
Business School. He is a limited partner in
Brown Brothers Harriman & Co. and is a
Director of Raytheon Company and former
Director of Shawmut National Corp. and Data
General Corp. He is a Trustee (former Chairman
of the Board of Trustees) of Massachusetts
General Hospital and a member of the Board of
Directors, Boston Private Industry Council.
Mr. Colloredo-Mansfeld is the father of Franz
Colloredo-Mansfeld, the Company's Chief
Financial Officer.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Positions with Cabot Trust, Business
Name Age Experience and Other Positions
---- --- ------------------------------------
<S> <C> <C>
Robert E. Patterson...... 55 Mr. Patterson has served as President and a
Trustee of the Company since its formation in
October 1997. Mr. Patterson served as
Executive Vice President, Director of
Acquisitions and a member of the Investment
Committee of Cabot, Cabot & Forbes Realty
Advisors, Inc. and, subsequently, Cabot
Partners Limited Partnership from 1987 to
1997. Mr. Patterson began his real estate
career in 1972 as a lawyer with the firm of
Gaston, Snow & Ely Bartlett. In 1978, he
became the first Executive Director of the
Massachusetts Industrial Finance Agency and
remained in that position until 1983 when he
joined the Beal Companies, a Boston-based real
estate development, management and investment
firm as Senior Vice President. He joined
Cabot, Cabot & Forbes Realty Advisors, Inc. in
1987 to head its acquisitions group and was a
founding partner of Cabot Partners Limited
Partnership upon its formation as an
independent entity in 1990. Mr. Patterson is a
graduate of Harvard College and Harvard Law
School. He is a Trustee of The Putnam Group of
Mutual Funds, a Trustee of the Sea Education
Association, Chairman of the Board of Trustees
of the Joslin Diabetes Center, and a Director
of the Brandywine Trust Company. He is a
member of numerous industry associations,
including the National Association of Real
Estate Investment Trusts and the Urban Land
Institute.
Christopher C. Milliken
(1)(2)(3)............... 54 Mr. Milliken has been a Trustee of the Company
since February 1998. He has been President,
Chief Executive Officer and a Director of the
Boise Cascade Office Products Corporation
since April 1998, previously having served as
Senior Vice President, Operations from 1995 to
April 1998 and Eastern Regional Manager from
1990 to 1995. Prior to beginning his career at
Boise Cascade Office Products Corporation in
1977, Mr. Milliken served in various
merchandise management positions at Marshall
Field & Company from 1970 to 1977.
Class I Trustees with Terms
Expiring in 2001:
George M. Lovejoy, Jr.
(1)(2)(3)............... 69 Mr. Lovejoy became a Trustee of the Company in
March 1999. Mr. Lovejoy has since 1995 been
President of Fifty Associates, a real estate
investment company of which he has been an
executive officer since 1966, and was a senior
executive officer from 1972 to 1995 of
Meredith & Grew, a real estate service company
of which he was President from 1978 to 1988
and Chairman from 1988 to 1995. He is a
Trustee of MGI Properties, Chairman of the
Shared Investment Committee of Copley
Investors Limited Partnership and a Director
or Trustee of a number of funds in the Scudder
family of mutual funds. Mr. Lovejoy's
professional organization affiliations
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
include the Counselors of Real Estate, the
Greater Boston Building Owners & Managers
Association and the Greater Boston Real Estate
Board, each of which organizations he is a
past President, the International Council of
Shopping Centers, the Massachusetts
Association of Realtors, the National
Association of Realtors and the Institute of
Real Estate Management. He is also a Trustee
and a past President of the New England
Aquarium, a member of the Corporation of
Northeastern University and a member and past
Chairman of the Massachusetts Advisory
Committee of the Nature Conservancy.
Maurice Segall (1)(2)(3). 70 Mr. Segall has been a Trustee of the Company
since February 1998. Mr. Segall had been a
senior lecturer at the MIT-Sloan School of
Management until his retirement from that
position in 1999 and a senior advisor to the
Boston Consulting Group since 1989. Until
1989, he was Chairman, President and Chief
Executive Officer of Zayre Corporation, which
he joined as President and Chief Executive
Officer in 1978. Mr. Segall was a Director of
AMR Corporation until his retirement from that
position in December 1999. He is a Director of
Harcourt General, Inc. and is a Trustee of
Massachusetts General Hospital and the Boston
Museum of Fine Arts.
Class II Trustees with
Terms Expiring in 2002:
Ronald L. Skates
(1)(2)(3)............... 58 Mr. Skates has been a Trustee of the Company
since February 1998. Mr. Skates was President,
Chief Executive Officer, and Director of Data
General Corporation from 1989 through October
1999. Prior to joining Data General
Corporation in 1986, Mr. Skates was a Partner
of Price Waterhouse LLP, certified public
accountants. He is a member of the American
Institute of Certified Public Accountants and
the Massachusetts Society of Certified Public
Accountants. He is also a Director of Partners
Healthcare System, Inc. and a Trustee of
Massachusetts General Hospital.
W. Nicholas Thorndike
(1)(2)(3)............... 66 Mr. Thorndike has served as a Trustee of the
Company since February 1998. Mr. Thorndike
retired in 1988 from Wellington Management
Company/Thorndike, Doran, Paine and Lewis
where he was Chairman of the Board and
Managing Partner. Mr. Thorndike serves as a
Director of Courier Corporation, the
Providence Journal (where he is Chairman of
the Executive Committee), and Bradley Real
Estate, Inc. He also serves as an Honorary
Trustee of Massachusetts General Hospital,
having served as its Chairman of the Board
from 1987 to 1992 and President from 1992 to
1994, and serves as a Trustee of Eastern
Utilities Associates, Northeastern University
and The Putnam Group of Mutual Funds.
</TABLE>
- --------
(1) Member of Audit Committee
(2) Member of the Executive Compensation Committee
(3) Member of the Nominating Committee
6
<PAGE>
Meetings of the Board and Committees
The Board of Trustees held 11 meetings in 1999. The Board of Trustees has
three standing committees: the Audit and Compliance Committee, the Executive
Compensation Committee and the Nominating Committee.
The Audit and Compliance Committee makes recommendations concerning the
engagement of independent public accountants, reviews the plans and results of
the audit engagement with the independent public accountants, approves
professional services provided by the independent public accountants, reviews
the independence of the independent public accountants, considers the range of
audit and non-audit fees and reviews the adequacy of the Company's internal
accounting controls. The Audit and Compliance Committee consists solely of the
Independent Trustees, with Mr. Skates as Chairman. It held four meetings in
1999.
The Executive Compensation Committee determines compensation levels and
policies for the Company's senior executive officers and implements the
Company's Long-Term Incentive Plans. The Executive Compensation Committee
consists of Messrs. Thorndike (Chairman), Lovejoy, Segall and Milliken, each
of whom is an Independent Trustee. Mr. Skates was appointed as a member of the
Executive Compensation Committee in March 2000. It held four meetings in 1999.
The Nominating Committee was formed in 1999 to select individuals to
nominate for election to the Board of Trustees. The Committee is to consider
the business and other knowledge and experience of potential nominees,
including nominees suggested by shareholders, and their ability to assist the
Board in its direction and supervision of management and in enhancing the best
interests of shareholders. The Nominating Committee was established with Mr.
Segall as Chairman and all Independent Trustees are members. It held no
meetings in 1999.
During 1999, each Trustee attended at least 75% of the total number of
meetings of the Board and the committees on which he served.
Compensation of Trustees
Independent Trustees receive an annual retainer of $18,000 and per meeting
compensation of $1,000 for board meetings and $500 for committee meetings. The
Chairmen of the Audit Committee, the Executive Compensation Committee and the
Nominating Committee each receive an additional $1,000 annually for their
services in those capacities, and each Trustee is reimbursed for out-of-town
travel expenses incurred in attending Board and committee meetings. Each
Independent Trustee also receives, under the Company's Long-Term Incentive
Plans, a grant of options to purchase 10,000 Common Shares on the date the
Trustee becomes a Trustee, and an additional grant of options to purchase
4,000 Common Shares each year on the date of the Company's annual meeting of
shareholders provided they have been reelected or are continuing to serve as
Trustees following the meeting. The exercise price per share for options
granted to Independent Trustees is the market price of a Common Share on the
date of grant. Options granted to Independent Trustees become exercisable on
the first anniversary of the date of grant.
Section 16(a) Beneficial Ownership Reporting Compliance
The initial filing with the Securities and Exchange Commission on Form 3 to
report Mr. Lovejoy's ownership of Common Stock upon his election as a trustee,
which was prepared by the Company, was filed within 10 days after the end of
the month in which he was elected, rather than within 10 days after the date
of his election as required by Securities and Exchange Commission regulations.
7
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Other Compensation
The following table sets forth information concerning the compensation
earned by the Company's Chief Executive Officer and each of its six other most
highly compensated executive officers (collectively, the "Named Executive
Officers") during the fiscal years ended December 31, 1999 and 1998.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
----------------- -------------
Securities
Underlying All Other
Name and Principal Position Year Salary Bonus Options(#)(1) Compensation(2)
- --------------------------- ---- -------- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Ferdinand Colloredo-
Mansfeld .............. 1999 $300,000 $210,000 85,000 $1,800
Chairman of the Board 1998(3) $240,315 $168,200 500,000 $1,800
and
Chief Executive
Officer
Robert E. Patterson..... 1999 $255,000 $178,500 60,000 $1,800
President 1998(3) $222,178 $155,500 425,000 $1,800
Franz Colloredo-
Mansfeld............... 1999 $190,000 $142,500 60,000 $1,800
Senior Vice President 1998(3) $158,698 $119,000 375,000 $1,800
and
Chief Financial Offi-
cer
Andrew D. Ebbott........ 1999 $182,000 $136,500 60,000 $1,800
Senior Vice President-- 1998(3) $158,699 $169,000 300,000 $1,800
Director
of Acquisitions
Howard B. Hodgson, Jr. . 1999 $182,000 $136,500 60,000 $1,800
Senior Vice President-- 1998(3) $158,699 $119,000 300,000 $1,800
Director
of Real Estate Opera-
tions
Eugene F. Reilly........ 1999 $182,000 $136,500 60,000 $1,800
Senior Vice President-- 1998(3) $158,699 $119,000 300,000 $1,800
Director
of Development
Neil E. Waisnor......... 1999 $182,000 $136,500 60,000 $1,800
Senior Vice President-- 1998(3) $158,699 $119,000 300,000 $1,800
Finance,
Treasurer and Secre-
tary
</TABLE>
- --------
(1) Option grants may include rights to receive distribution equivalent units
("DEUs") which are credited annually based on the extent the annual
dividend rate on the Company's Common Shares exceeds the average dividend
rate on the common shares of the companies comprising the Standard &
Poor's 500 Stock Index. DEUs vest over a period determined by the
Executive Compensation Committee at the time they are credited which, to
date, has been four years or only upon a change in control. DEUs are to be
settled in Common Shares upon exercise or termination of the related
vested options. The Common Share equivalent amounts for DEUs credited to
date, which vest over four years or only upon a change in control,
respectively, are: Ferdinand Colloredo-Mansfeld--24,269 and 21,495; Robert
E. Patterson--20,205 and 16,889; Franz Colloredo-Mansfeld--17,697 and
15,354; and Andrew D. Ebbott, Howard B. Hodgson, Jr., Eugene F. Reilly and
Neil E. Waisnor--14,158 and 12,283 each, respectively.
(2) Consists of Company contribution to officer's accounts under the Cabot
Savings Plan 401(k). Does not include value attributable to DEUs credited
to date.
(3) For the period from February 4, 1998 (inception of operations) through
December 31, 1998.
8
<PAGE>
Stock Options
The following table sets forth information concerning grants of options
under Cabot Trust's Long-Term Incentive Plans to purchase Units to the Named
Executive Officers made during 1999.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential
Realizable
Individual Grants(1) Value at
------------------------------------------- Annual Rates
Exercise of Stock Price
Number of Percent of or Appreciation for
Securities Total Base Option
Underlying Options Price Term(2)
Options Granted to per Expiration -------------------
Name Granted Employees(3) Share Date 5% 10%
- ---- ---------- ------------ -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ferdinand Colloredo-
Mansfeld............... 25,000 2.9% $20.34 05/03/09 $319,793 $ 810,418
60,000 7.0% $19.16 12/22/09 722,977 1,832,166
Robert E. Patterson..... 60,000 7.0% $19.16 12/22/09 722,977 1,832,166
Franz Colloredo-
Mansfeld............... 60,000 7.0% $19.16 12/22/09 722,977 1,832,166
Andrew D. Ebbott........ 60,000 7.0% $19.16 12/22/09 722,977 1,832,166
Howard B. Hodgson, Jr... 60,000 7.0% $19.16 12/22/09 722,977 1,832,166
Eugene F. Reilly........ 60,000 7.0% $19.16 12/22/09 722,977 1,832,166
Neil E. Waisnor......... 60,000 7.0% $19.16 12/22/09 722,977 1,832,166
</TABLE>
- --------
(1) Options vest in four equal annual installments beginning on the first
anniversary of the date of grant, except that all options would vest upon
a change in control of Cabot Trust. The options to purchase 25,000 shares
granted to Ferdinand Colloredo-Mansfeld on May 3, 1999 were granted with
DEUs. All other options awarded to the Named Executive Officers in 1999
were granted without DEUs.
(2) Hypothetical gains based on assumed rates of annual compounded share price
appreciation of 5% and 10% from the date of grant over the full option
term. The 5% and 10% assumed rates of appreciation are mandated by the
rules of the Securities and Exchange Commission and do not represent Cabot
Trust's projection of future increases in the price of its Common Shares
or the Units. Does not include value attributable to DEUs credited to
date.
(3) Based on an aggregate of options to purchase 852,300 Units granted to
employees during the year ended December 31, 1999.
The following table sets forth information concerning exercised and
unexercised options held by the Named Executive Officers at December 31, 1999.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options Options
at December 31, 1999 at December 31, 1999(1)
------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------ ----------- ------------- ----------- -------------
Ferdinand Colloredo-
Mansfeld............... -- -- 125,000 460,000 $0 $0
Robert E. Patterson..... -- -- 106,250 378,750 0 0
Franz Colloredo-
Mansfeld............... -- -- 93,750 341,250 0 0
Andrew D. Ebbott........ -- -- 75,000 285,000 0 0
Howard B. Hodgson, Jr... -- -- 75,000 285,000 0 0
Eugene F. Reilly........ -- -- 75,000 285,000 0 0
Neil E. Waisnor......... -- -- 75,000 285,000 0 0
</TABLE>
- --------
(1) Does not include values attributable to DEUs credited to date.
9
<PAGE>
Employment Agreements
Messrs. Ferdinand Colloredo-Mansfeld, Robert E. Patterson and Franz
Colloredo-Mansfeld and each of the other Named Executive Officers have entered
into employment agreements with the Company and the Operating Partnership.
Each of the agreements with Messrs. Ferdinand Colloredo-Mansfeld, Robert E.
Patterson and Franz Colloredo-Mansfeld is for an initial term of three years,
and each year the term automatically extends an additional year unless
terminated in advance. The agreements with each of the other Named Executive
Officers are for initial terms of two years, with those terms automatically
extending each year for an additional year unless terminated in advance. The
agreements each provide for annual base compensation and an annual Company
cash bonus to be determined by the Board of Trustees or the Executive
Compensation Committee. The annual base compensation may be increased in
subsequent years by action of the Board of Trustees or the Executive
Compensation Committee. In the event of a change in control of the Company,
each agreement provides the employee or the employer with the option of
terminating the agreement, resulting in severance payments equal to three
times current base salary, and the annual bonus paid for the preceding year
and also provides for tax reimbursements in certain circumstances. Each
executive is required under the terms of his employment agreement to devote
substantially all of his business time to the affairs of the Company. The
agreements also prohibit each executive from engaging, directly or indirectly,
during the term of his employment in activities that compete with those of the
Company or the Operating Partnership.
Long Term Incentive Plans
The Board of Trustees has adopted the Cabot Industrial Trust Long-Term
Incentive Plan (the "LTIP") and the Cabot Industrial Trust 1999 Long-Term
Incentive Plan (the "1999 LTIP"), (collectively referred to as "the Plans"),
for the purpose of attracting and retaining highly-qualified executive
officers, Trustees and employees. The Plans are administered by the Executive
Compensation Committee of the Board of Trustees. As used in this summary, the
term "Administrator" means the applicable Board or committee or its delegate,
as appropriate. Officers and other employees of the Company, the Operating
Partnership and designated subsidiares, and members of the Board of Trustees
who are not employees of the Company ("Non-employee Trustees") are eligible to
participate in the Plans. Certain awards are made to the Non-employee Trustees
automatically and the applicable Administrator selects other individuals for
participation in the Plans ("Participants"). No option or other incentive
award may be granted under the Plans after the tenth anniversary of the date
of their adoption.
The LTIP authorizes the issuance of up to 4,366,792 Common Shares and Units.
The number of Common Shares and Units available may increase to an amount
equal to 10% of the aggregate number of outstanding Common Shares and Units.
The number of Common Shares or Units underlying awards made to any one
individual in any one-year period may not exceed 500,000 Common Shares or
500,000 Units or any combination thereof. The LTIP provides for the grant of
(i) Common Share options intended to qualify as incentive options under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
(ii) Common Share options and Unit options not intended to qualify as
incentive options under Section 422 of the Code, and (iii) dividend equivalent
rights and distribution equivalent rights which entitle a Participant to be
credited with additional Common Share or Unit rights.
The 1999 LTIP is maintained as a broad-based plan within the meaning of the
New York Stock Exchange rules. The 1999 LTIP authorizes the issuance of up to
2,000,000 Common Shares and Units. The number of Common Shares or Units
underlying awards made to any one individual in any one-year period may not
exceed 500,000 Common Shares or 500,000 Units or any combination thereof. The
1999 LTIP provides for the grant of (i) Common Share options and Unit options
not intended to qualify as incentive options under Section 422 of the Code and
(ii) dividend equivalent rights and distribution equivalent rights which
entitle a Participant to be credited with additional Common Share or Unit
rights.
10
<PAGE>
In connection with the grant of options under the Plans other than options
to Non-employee Trustees, the Administrator determines the terms of the
option, including the option exercise price and any vesting requirements and
whether a dividend equivalent right or a distribution equivalent right shall
be awarded in conjunction, respectively, with a Common Share option or a Unit
option. The Administrator has authority to award options at less than fair
market value (as defined in the LTIP and 1999 LTIP) but at this time has no
intention of doing so. At the time of a Non-employee Trustee's initial
election or appointment as a Trustee, such Trustee automatically receives an
option to purchase 10,000 Common Shares. Thereafter, at the closing of the
annual meeting of the Company's shareholders, each continuing Non-employee
Trustee shall receive an option to purchase an additional 4,000 Common Shares.
All options granted to officers and employees, through March 8, 2000, under
the Plans have ten-year terms and become exercisable in four equal annual
installments commencing on the first anniversary of the date of grant, subject
to acceleration of vesting upon a change in control of the Company (as defined
in the Plans).
A Common Share option granted under the Plans may be exercised for any
number of whole Common Shares up to the full number of Common Shares for which
the option could be exercised. A Unit option may be exercised for any number
of whole Units up to the full number of Units for which the option could be
exercised. A holder of any option has no rights as an owner with respect to
the Common Shares or Units, as applicable, subject to his or her option until
the option is exercised. To the extent an option has not become exercisable at
the time of the holder's termination of employment, it will be forfeited
unless the Administrator has previously exercised its reasonable discretion to
make such option exercisable, and all vested options which are not exercised
by the expiration date described in the Plans will be forfeited. Any Common
Shares or Units subject to an option which is forfeited (or which expires
without exercise) will again be available for grant under the Plans. Payment
of the exercise price of an option granted under the Plans may be made in cash
or by exchanging Common Shares, in the case of Common Shares options, or
Units, in the case of Unit options, that have, in either case, been held by
the Participant for at least six months, or in any combination thereof, as
determined by the Administrator.
Savings Plan
The Company has assumed, and the Operating Partnership and certain
subsidiaries, including the Management Company (each a "Participating
Employer"), have adopted, the Cabot Savings Plan 401(k) (the "401(k) Plan").
Prior service with Cabot Partners Limited Partnership will be credited in full
as service with the Company or a Participating Employer for all purposes under
the 401(k) Plan, including eligibility and vesting.
The 401(k) Plan permits each participating employee to defer up to 15% of
compensation, subject to the annual statutory limitation prescribed by Section
402(g) of the Code, on a pre-tax basis. The Company and the Participating
Employers make matching contributions equal to 100% of the amount deferred, up
to the lesser of 6% of compensation or $1,800. The Company and the
Participating Employers may also make annual contributions if the Company
achieves certain performance objectives determined on an annual basis by the
Executive Compensation Committee. Matching and discretionary contributions are
made in cash or Common Shares.
11
<PAGE>
REPORT OF EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee of the Board of Trustees (the
"Committee") establishes and administers executive compensation and benefit
policies and programs for all senior executive officers. The Committee
consists solely of Independent Trustees. The Committee considers and
recommends to the Board of Trustees an overall compensation philosophy for the
Company and its affiliates. It also considers and recommends performance or
operating goals to the full Board of Trustees for participants in the
Company's incentive plans, and adopts and administers incentive compensation
and equity-based plans. It also reviews senior management's performance
against goals and awards salary and incentive and long-term compensation
accordingly.
Executive Compensation Goals
The Committee seeks to achieve the following goals in a competitive
environment:
. To attract, develop and retain the industry's best people
. To align shareholder and employee interests
. To create shareholder and employee wealth
. To foster a work environment which inspires continuous innovation
. To accomplish the foregoing goals in the most tax efficient manner to
employees and the Company
In order to fulfill the Committee's responsibilities, the Company engaged a
nationally recognized firm to advise the Company on compensation matters. In
July 1998, the firm's report provided recommendations concerning a structured
compensation program proposing the following:
. Salaries should be set principally at the median market value of the
position and assessed annually. Each benchmarked position should have a
market range, typically set at the 25th and 75th percentile of comparable
market levels for the position.
. The annual incentive bonus program should provide for variable pay which is
clearly linked to performance. A component of the performance standard
should be linked to attainment of FFO growth and a component should be
linked to individual quantitative and qualitative goals.
. Long-term incentive grants are to be made with the objective of providing
senior executives and other key employees with a capital accumulation
opportunity commensurate with increases in shareholder value. Grant levels
should be based on real estate and general industry practice.
The Executive Compensation Committee adopted the report as a guide for
reviewing compensation of management and for management to apply to all other
employees of the Company. The components of the structured compensation
program for senior executives are as follows:
Base Salary
Senior executive salary levels are established on the basis of a number of
factors including management recommendations, industry comparables, individual
performance and overall Company results.
Annual Incentives
The Company's senior executive officers participate in an annual cash
incentive bonus plan. The target bonus amount for each employee is established
based upon bonus levels for positions with comparable responsibilities at
other public real estate investment trusts and recommendations contained in
the consultant's report. A minimum of 75% of the senior executives target
bonus to be awarded each year is based on a pre-established goal concerning
growth in FFO. The remaining discretionary portion is awarded based on
12
<PAGE>
achievement of pre-established individual goals and extraordinary
contributions to the Company's results for the past year.
Long-Term Incentive Plans
Awards of options under the Long-Term Incentive Plans are designed to match
senior executive compensation to the creation of shareholder value and allow
the senior executives to share in the success of the Company. Annual awards
under the Long-Term Incentive Plans are based on recommendations provided in
the compensation report and are discretionary.
Compensation of Chief Executive Officer
For 1999, the Executive Compensation Committee evaluated the compensation of
Mr. Colloredo-Mansfeld utilizing the same philosophy and procedures as are
applied to the other senior executives of the Company. Mr. Colloredo-
Mansfeld's base salary for 2000 increased $12,000 or 4%. Mr. Colloredo-
Mansfeld's incentive bonus was primarily based on attainment of the Company's
1999 FFO goal. The Executive Compensation Committee also awarded Mr.
Colloredo-Mansfeld options during 1999 in accordance with the recommendation
contained in the consultant's report.
EXECUTIVE COMPENSATION COMMITTEE
W. Nicholas Thorndike, Chairman
George M. Lovejoy, Jr.
Christopher C. Milliken
Maurice Segall
13
<PAGE>
PERFORMANCE GRAPH
In compliance with Securities and Exchange Commission requirements, the
following line graph compares the change in the Company's cumulative
stockholder return on its shares of Common Stock from January 30, 1998 (the
date the Company's shares commenced public trading), to December 31, 1999, to
the cumulative total return of the Standard & Poor's 500 Stock Index ("S&P 500
Index"), the NAREIT Equity REIT Total Return Index ("NAREIT Equity Index"),
and Cabot Trust's Peer Group Index(1). The graph assumes the investment of
$100 in the Company and each of the indices and, as required by the Securities
and Exchange Commission, the reinvestment of all distributions. The return
shown on the graph is not necessarily indicative of future performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG CABOT INDUSTRIAL TRUST,
S&P 500 INDEX, NAREIT EQUITY INDEX AND PEER INDEX(1)
[GRAPH]
DATE NAREIT PEER S&P CABOT
1/98 $100.00 100.00 100.00 100.00
2/98 $98.30 95.81 104.37 107.19
3/98 $99.92 99.06 109.72 119.06
4/98 $96.71 93.78 110.82 114.13
5/98 $95.89 94.88 108.92 110.67
6/98 $95.30 97.30 113.34 107.83
7/98 $89.05 91.36 112.14 97.17
8/98 $79.83 82.26 95.92 95.57
9/98 $84.90 92.62 102.07 108.40
10/98 $82.59 88.03 110.37 104.29
11/98 $84.09 88.39 117.06 109.18
12/98 $81.56 87.71 123.80 108.27
1/99 $79.94 87.89 128.98 104.63
2/99 $77.79 86.78 124.97 100.65
3/99 $77.40 85.70 129.97 99.99
4/99 $84.92 89.99 135.01 109.74
5/99 $86.78 90.16 131.82 115.80
6/99 $85.59 91.50 139.13 114.45
7/99 $82.44 87.94 134.79 111.57
8/99 $80.65 87.75 134.12 110.55
9/99 $77.65 85.44 130.45 105.41
10/99 $75.64 85.21 138.70 111.38
11/99 $74.06 83.93 141.52 102.33
12/99 $76.28 86.75 162.58 101.18
(1) Peer index includes AMB Property Corporation, First Industrial Realty
Trust, Inc., Meridian Industrial Trust (which was purchased by ProLogis
Trust during 1999) and ProLogis Trust.
14
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1999, Cabot Advisors, Inc. provided asset management and property
management services related to properties owned by Ferdinand Colloredo-
Mansfeld for which it earned fees, charged at rates consistent with rates
charged by Cabot Advisors, Inc. to unrelated third parties, that totaled
$174,504 and $35,400, respectively.
For the period beginning January 1, 1999, the Operating Partnership has
advanced unsecured loans to Cabot Advisors, Inc. to fund operations in a
maximum amount of $1,192,846 during 1999. Such loans bear interest at the rate
of current prime plus 2%, and the outstanding balance of such loans on
February 29, 2000 was $1,338,818. The Operating Partnership owns all of the
outstanding preferred stock of Cabot Advisors, Inc., which as a class is
entitled to 95% of all distributions, and Ferdinand Colloredo-Mansfeld owns
all of the outstanding common stock of Cabot Advisors, Inc., which as a class
is entitled to 5% of all distributions.
In addition, during calendar year 1999, the Operating Partnership incurred
management fee expenses related to its properties of $2,684,000 payable to
Cabot Advisors, Inc.
PROPOSAL 2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board has appointed the firm of Arthur Andersen LLP as the Company's
independent public accountants for 2000. A proposal to ratify this appointment
will be presented at the Annual Meeting. If the selection is ratified, the
Board may nonetheless, in its discretion, direct the appointment of a
different independent accounting firm at any time if the Board determines that
such a change would be in the best interests of the Company and its
shareholders.
The Company expects that representatives of Arthur Andersen LLP will attend
the Annual Meeting, will have the opportunity to make a statement if they
desire and will be available to respond to questions from shareholders.
The Board of Trustees recommends a vote FOR the ratification of Arthur
Andersen LLP as the Company's independent public accountants.
OTHER MATTERS
The Board of Trustees is not aware of any matters to be presented at the
Annual Meeting other than those listed in the notice of the meeting. If any
other matters do come before the Annual Meeting, and may properly be voted
upon, the holders of proxies solicited hereby will vote on such other matters
in their discretion in accordance with their best judgment.
SHAREHOLDER PROPOSALS
Shareholder proposals for the annual meeting of shareholders to be held in
2001, must be received by the Secretary of the Company, in writing, on or
before December 1, 2000, to be considered for inclusion in the Company's proxy
materials relating to that meeting. Shareholder proposals also must comply
with the advance notice and other requirements set forth in the Company's
Bylaws, including the requirement that any such proposal must, with certain
exceptions if the date of the annual meeting is changed from that of this
year's Annual Meeting, be submitted to the Secretary of the Company at least
60 and not more than 90 days prior to the first anniversary of the 2000 Annual
Meeting (May 10, 2000).
15
<PAGE>
ADDITIONAL INFORMATION
The Annual Report prepared by the Company, including the Form 10-K filed by
the Company with the Securities and Exchange Commission, for the year ended
December 31, 1999, accompanies this proxy statement. The Company will also
furnish to any stockholder solicited hereby a copy of the exhibits to the Form
10-K upon payment of copying costs. Requests should be addressed to Investor
Relations, Cabot Industrial Trust, Two Center Plaza, Suite 200, Boston,
Massachusetts 02108-1906.
By Order of the Board of Trustees,
/s/ Neil E. Waisnor
Neil E. Waisnor
Senior Vice President--Finance,
Treasurer and Secretary
Boston, Massachusetts
March 31, 2000
16
<PAGE>
DETACH HERE
PROXY
CABOT INDUSTRIAL TRUST
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ferdinand Colloredo-Mansfeld, Robert E.
Patterson, Franz Colloredo-Mansfeld and Neil E. Walsnor, jointly or
individually, as proxies, each with full power of substitution, and hereby
authorizes them to represent and to vote, as directed below, all common shares
of beneficial interest, par value $0.01 per share, of Cabot Industrial Trust, a
Maryland real estate investment trust (the "Company"), that the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Shareholders of the Company to be held on Wednesday, May 10, 2000, or any
adjournments thereof, as follows on the reverse side.
- ------------- -------------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ------------- -------------
<PAGE>
CABOT INDUSTRIAL TRUST
c/o EquiServe
P.O. Box 9398
Boston, MA 02205-9398
DETACH HERE
<TABLE>
<S> <C> <C> <C>
[X] Please mark
votes as in
this example.
1. Election of Trustees
Nominees for Class III Trustees: (01) Ferdinand Colloredo-Mansfeld 2. Proposal to ratify appointment FOR AGAINST ABSTAIN
(02) Robert E. Patterson and of Arthur Anderson LLP as the [_] [_] [_]
(03) Christopher C. Milliken Company's independent public
accountants for the year ending
December 31, 2000
FOR [_] [_] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES 3. In accordance with their discretion upon such other
matters come before the meeting and any adjournments
thereof.
[_] ______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
PROPOSALS SET FORTH HEREIN.
(Please sign exactly as name appears on share certificate.
When shares are registered jointly, all owners must sign.
Corporate owners should sign full corporate name by an
authorized person. Executors, administrators, trustees or
guardians should indicate their status when signing.)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Signature: Date: Signature: Date:
------------------------------------- ------------- ----------------------------------------- -----------
</TABLE>
