LASALLE HOTEL PROPERTIES
4800 Montgomery Lane, Suite M25
Bethesda, Maryland 20814
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on May 17, 2000
------------
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders (the
"Annual Meeting") of LaSalle Hotel Properties (the "Company") will be held on
Wednesday, May 17, 2000 at 8:00 a.m. at the Hyatt Hotel, One Bethesda Metro
Center, Bethesda, Maryland, 20814, for the following purposes:
1. To elect two Class II trustees of the Company to serve until the 2003
Annual Meeting of Shareholders and until their successors are duly
elected and qualified;
2. To ratify the selection of KPMG LLP as the independent auditors of
the Company for the fiscal year ending December 31, 2000; and
3. To consider and act upon any other matters that may properly be
brought before the Annual Meeting and at any adjournments or
postponements thereof.
Any action may be taken on the foregoing matters at the Annual Meeting on
the date specified above, or on any date or dates to which, by original or
later adjournment, the Annual Meeting may be adjourned, or to which the Annual
Meeting may be postponed.
The Board of Trustees has fixed the close of business on March 15, 2000
as the record date for determining the shareholders entitled to notice of and
to vote at the Annual Meeting and at any adjournments or postponements
thereof. Only shareholders of record of the Company's common shares of
beneficial interest, $.01 par value per share, at the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting and
at any adjournments or postponements thereof.
You are requested to fill in and sign the enclosed form of proxy, which
is being solicited by the Board of Trustees, and to mail it promptly in the
enclosed postage-prepaid envelope. Any proxy may be revoked by delivery of a
later dated proxy. Shareholders of record who attend the Annual Meeting may
vote in person, even if they have previously delivered a signed proxy.
By Order of the Board of Trustees
/s/ Hans S. Weger
Hans S. Weger
Secretary
Bethesda, Maryland
April 4, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID
ENVELOPE PROVIDED. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF
YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE>
LASALLE HOTEL PROPERTIES
4800 Montgomery Lane, Suite M25
Bethesda, Maryland 20814
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PROXY STATEMENT
------------------
FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
to be held on May 17, 2000
------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of LaSalle Hotel Properties (the "Company")
for use at the 2000 Annual Meeting of Shareholders of the Company to be held
on Wednesday, May 17, 2000, and at any adjournments or postponements thereof
(the "Annual Meeting"). At the Annual Meeting, Shareholders will be asked to
vote upon:
(1) the election of two Class II trustees of the Company,
(2) to ratify the selection of KPMG LLP as the independent auditors of
the Company for the fiscal year ending December 31, 2000, and
(3) to act upon any other matters properly brought before them.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Shareholders and Proxy Card are being sent to shareholders on or about April
4, 2000. The Board of Trustees has fixed the close of business on March 15,
2000 as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting (the "Record Date"). Only
shareholders of record of the Company's common shares of beneficial interest,
$.01 par value per share (the "Common Shares"), at the close of business on
the Record Date will be entitled to notice of and to vote at the Annual
Meeting. As of the Record Date, there were 16,900,495 Common Shares
outstanding and entitled to vote at the Annual Meeting. Holders of Common
Shares outstanding as of the close of business on the Record Date will be
entitled to one vote for each Common Share held by them.
The presence, in person or by proxy, of holders of at least a majority of
the total number of outstanding Common Shares entitled to vote is necessary to
constitute a quorum for the transaction of business at the Annual Meeting. The
vote of a plurality of all of the votes cast at a meeting at which a quorum is
present is necessary for the election of the Class II trustees. The
affirmative vote of the holders of a majority of the Common Shares cast at the
Annual Meeting at which a quorum is present is required for the ratification
of the Company's auditors. Abstentions and broker "non-votes," or proxies from
brokers or nominees indicating that such person has not received instructions
from the beneficial owner or other person entitled to vote such shares on a
particular matter with respect to which the broker or nominee does not have
discretionary voting power, will have no effect on the voting with respect to
the election of the Class II Trustees and the ratification of the Company's
auditors, but will be counted for purposes of determining whether a quorum is
present.
Shareholders of the Company are requested to complete, sign, date and
promptly return the accompanying Proxy Card in the enclosed postage-prepaid
envelope. Common Shares represented by a properly executed proxy received
prior to the vote at the Annual Meeting and not revoked will be voted at the
Annual Meeting as directed on the proxy. If a properly executed proxy is
submitted and no instructions are given, the proxy will be voted FOR the
election of the two nominees for Class II trustees of the Company named in
this Proxy Statement and FOR ratification of the Board of Trustees' selection
of KPMG LLP as the Company's independent auditors for the fiscal year ending
December 31, 2000. It is not anticipated that any matters other than those set
forth in the Proxy Statement will be presented at the Annual Meeting. If other
matters are presented, proxies will be voted in accordance with the discretion
of the proxy holders.
A shareholder of record may revoke a proxy at any time before it has been
exercised by filing a written revocation with the Secretary of the Company at
the address of the Company set forth above, by filing a duly executed proxy
bearing a later date, or by appearing in person and voting by ballot at the
Annual Meeting. Any shareholder of record as of the Record Date attending the
Annual Meeting may vote in person whether or not a proxy has been previously
given, but the presence (without further action) of a shareholder at the
Annual Meeting will not constitute revocation of a previously given proxy.
The Company's 1999 Annual Report on Form 10-K, including financial
statements for the fiscal year ended December 31, 1999, has been mailed to
shareholders with this Proxy Statement. The Annual Report, however, is not
part of the proxy solicitation material.
PROPOSAL 1: ELECTION OF TRUSTEES
The Board of Trustees of the Company consists of six members and is
divided into three classes, with the trustees in each class serving for a term
of three years and until their successors are duly elected and qualified. The
term of one class expires at each annual meeting of shareholders. If both
Class II trustees are elected at the Annual Meeting, the Board of Trustees
will consist of seven members.
At the Annual Meeting, two trustees will be elected to serve until the
2003 Annual Meeting and until his successor is duly elected and qualified. The
Board of Trustees has nominated Messrs. Darryl Hartley-Leonard and William S.
McCalmont to serve as the Class II trustees (the "Nominees"). Mr. Hartley
Leonard is currently serving as a Class II trustee of the Company. Mr.
McCalmont has been nominated to fill the vacancy left by Mr. Shimon Topor, who
served as a trustee of the company since April 29, 1998, but resigned as a
trustee of the Company on December 22, 1999. The Board of Trustees anticipates
that Messrs. Darryl Hartley-Leonard and William S. McCalmont will serve, if
elected, as trustees. However, if such persons nominated by the Board of
Trustees are unable to accept election, the proxies will be voted for the
election of such other person or persons as the Board of Trustees may
recommend.
The Board of Trustees recommends a vote FOR the Nominees.
<PAGE>
Information Regarding the Nominees and Trustees
The following table and biographical descriptions set forth certain
information with respect to the Nominees for election as Class II trustees at
the Annual Meeting, the continuing trustees whose terms expire at the annual
meetings of shareholders in 2001 and 2002 and the executive officers who are
not trustees, based upon information furnished to the Company by each trustee
and executive officer.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Trustee Ownership of Percent
Name Age Since Common Shares (1 ) of Class (2)
------------------------------------------------ --------- ----------- ------------------------- -------------
<S> <C> <C> <C> <C>
Class I Continuing Trustees (Term to Expire in 2002)
Jon E. Bortz 43 1998 291,267 1.72
Donald A. Washburn 55 1998 166,860 *
Class II Nominees For Election at 2000 Annual
Meeting
(Term to Expire 2003)
Darryl Hartley-Leonard 54 1998 8,885 *
William S. McCalmont 44 N/A 0 0
Class III Continuing Trustees (Term Expires 2001)
Stuart L. Scott (3) 61 1998 463,070 2.68
George F. Little, II 50 1998 11,760 *
Donald S. Perkins 73 1998 19,985 *
</TABLE>
Class I Continuing Trustees---Term to Expire in 2002
Jon E. Bortz has served as a trustee of the Company since 1998 and has
been President and Chief Executive Officer of the Company since its formation,
and Chairman of the Board of Directors and Chief Executive Officer of LaSalle
Hotel Advisors, Inc. (the "Advisor") since its incorporation. Mr. Bortz is
also a member of the Company's Investment Committee. Mr. Bortz founded the
Hotel Group of Jones Lang LaSalle Incorporated ("Jones Lang LaSalle"), and as
President, has overseen all of Jones Lang LaSalle's hotel investment and
development activities. From January 1995 as Managing Director of Jones Lang
LaSalle's Investment Advisory Division, Mr. Bortz has also been responsible
for certain east coast development projects, including the redevelopment of
Grand Central Terminal in New York City. From January 1990 to January 1995, he
was a Senior Vice President of Jones Lang LaSalle's Investment Division, with
responsibility for east coast development projects and workouts. Mr. Bortz
holds a B.S. in Economics from The Wharton School of the University of
Pennsylvania and became a Certified Public Accountant in Maryland in 1979.
Donald A. Washburn has served as a trustee of the Company since 1998. Mr.
Washburn is also a member of the Company's Audit Committee and Compensation,
Contract and Governance Committee, Retired Executive Vice President Northwest
Airlines, Inc. ("Northwest") and Chairman and President-Northwest Cargo, Inc.
Mr. Washburn joined Northwest in 1990 and served in a number of capacities,
including Executive Vice President-Customer Service and Operations. Prior to
joining Northwest, Mr. Washburn was a corporate Senior Vice President of
Marriott Corporation, most recently Executive Vice President and general
manager of its Courtyard Hotel division. Mr. Washburn is a director of
Princess House, Inc. Mr. Washburn graduated from Loyola University of Chicago,
J.L. Kellogg Graduate School of Management at Northwestern University and the
Northwestern University School of Law.
- --------
* Less than one percent.
(1) All information has been determined as of March 15, 2000. For purposes of
this table a person is deemed to have "beneficial ownership" of the
number of Common Shares that such person has the right to acquire
pursuant to the exercise of stock options exercisable within sixty days
or the redemption of units (the "Units") of limited partnership interest
in LaSalle Hotel Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership") (assuming the Company elects to
issue Common Shares rather than pay cash upon such redemption). See
"Executive Compensation" for a discussion of the vesting of stock options
granted to trustees and officers. Pursuant to the terms of the Amended
and Restated Agreement of Limited Partnership of the Operating
Partnership, dated as of April 29, 1998, after April 29, 1999 the
Operating Partnership is obligated to redeem Units for cash, or, at the
option of the Company, Common Shares.
(2) For purposes of computing the percentage of outstanding Common Shares
held by each person, any Common Shares which such person has the right to
acquire pursuant to the exercise of a stock option exercisable within 60
days, or redemption of Units is deemed to be outstanding, but is not
deemed to be outstanding for the purpose of computing the percent
ownership of any other person.
(3) Includes Units that may be converted into 368,270 Common Shares held by
limited partnerships and a general partnership, in which Mr. Scott has
interests.
<PAGE>
Class II Nominees for Election at 2000 Annual Meeting---Term to Expire in 2003
Darryl Hartley-Leonard has served as a trustee of the Company since 1998.
Mr. Hartley-Leonard is also a member of the Company's Investment Committee.
Mr. Hartley-Leonard is a private investor. Mr. Hartley-Leonard is Chairman and
CEO of PGI (an event production agency), Chairman and Partner of Metropolitan
Hotel Corporation (a hotel company in the long-term stay/suite hotel business
directed at the upscale market), and a founding partner of H-LK Partners (a
hotel development and management company). Retired Chairman of the Board,
President and Chief Executive/Chief Operating Officer of Hyatt Hotels
Corporation. Mr. Hartley-Leonard is a director of Jones Lang LaSalle,
Brookdale Living Communities, Inc., Cigars Unlimited International, The United
States Committee for UNICEF and Evanston Northwestern Healthcare. Mr.
Hartley-Leonard holds a B.A. from Blackpool Lancashire College of Lancaster
University and an honorary doctorate of business administration from Johnson
and Wales University.
William S. McCalmont is a nominee to serve as a Class II trustee. Since
1999, Mr. McCalmont has served as the Interim President and Chief Executive
Officer of La Quinta Inns, Inc. ("La Quinta"). Prior to his current position,
Mr. McCalmont was Senior Vice President and Chief Financial Officer of La
Quinta. From 1996 to 1997, Mr. McCalmont was Senior Vice President, Chief
Financial Officer and Treasurer of FelCor Suite Hotels, Inc. ("FelCor"). For
approximately 12 years prior to joining FelCor, Mr. McCalmont had been
employed in various positions with The Promus Companies Incorporated and with
Harrah's Entertainment, Inc. ("Harrah's"), which was created as a result of
the spin-off of Promus Hotel Corporation; from 1991 to 1996, Mr. McCalmont was
Vice President and Treasurer of Harrah's. Mr. McCalmont holds a B.A. from
Rollins College and a MBA from Carnegie-Mellon University. Mr. McCalmont is
also a Chartered Financial Analyst.
Class III Continuing Trustees---Term to Expire in 2001
Stuart L. Scott has served as Chairman of the Company's Board of Trustees
since 1998 and has been a member of the Board of Directors of the Advisor
since its incorporation. Mr. Scott is also a member of the Company's
Investment Committee. Mr. Scott is the Chairman of the Board of Directors and
Chief Executive Officer of Jones Lang LaSalle and was the Chairman of the
Board of Directors and Chief Executive Officer of LaSalle Partners
Incorporated and its predecessor entities since December 1992. Mr. Scott is a
director of Hartmarx Corporation (a clothing manufacturing company). Mr. Scott
holds a B.A. from Hamilton College and a J.D. from Northwestern University.
George F. Little, II has served as a trustee of the Company since 1998.
Mr. Little is also a member of the Company's Audit Committee and Compensation,
Contract and Governance Committee. Mr. Little is the President and Chief
Operating Officer of George Little Management, Inc. (a privately owned trade
show management company), where he has been employed since 1971. Mr. Little is
a member of the New York State and National Chapters of the International
Association of Exposition Managers and the Society of Independent Show
Organizers. Mr. Little holds a B.A. from Hamilton College.
Donald S. Perkins has served as a trustee of the Company since 1998. Mr.
Perkins is also a member of the Company's Audit Committee and Compensation,
Contract and Governance Committee. He is the retired Chairman of the Board and
Chief Executive Officer of Jewel Companies, Inc. (diversified retailer)
(1970-1980). In 1995, Mr. Perkins served as Non-Executive Chairman of Kmart
Corp. Mr. Perkins is a director of Aon Corporation, Cantilever Technologies
LLC, LaSalle Street Fund, Inc., LaSalle U.S. Realty Income and Growth Fund,
Inc., LaSalle U.S. Realty Income and Growth Fund II, Inc., Luminant Worldwide
Corporation, Nanophase Technologies Corporation, Neodesic Corporation, and
Parson Group LLC. Mr. Perkins graduated from Yale University and Harvard
Business School.
Executive Officers Who Are Not Trustees
Michael D. Barnello has served as Chief Operating Officer and Executive
Vice President of Acquisitions of the Company since its formation and
President and Chief Operating Officer of the Advisor responsible for hotel
acquisitions and advisory activities. Mr. Barnello joined Jones Lang LaSalle
in April 1995 as a Vice President. Prior to April 1995, Mr. Barnello was a
Vice President with Strategic Realty Advisors, formerly known as VMS Realty
Partners, where he was responsible for hotel asset management since 1990.
Concurrently, Mr. Barnello was a Vice President at Stone-Levy LLC, an
affiliate of Strategic Realty Partners, where he was responsible for hotel
acquisitions. Mr. Barnello holds a B.S. in Hotel Administration from the
Cornell School of Hotel Administration. Mr. Barnello is 34 years old.
Hans S. Weger has served as Executive Vice President, Chief Financial
Officer and Treasurer of the Company and as Chief Financial Officer and
Treasurer of the Advisor since August 1998. Mr. Weger has also served as
Secretary of the Company since October 1999. Mr. Weger is responsible for all
financial and accounting activities. Prior to joining the Company, Mr. Weger
served as Vice President and Treasurer for La Quinta where he was responsible
for all financing activities and played a major role in the merger with
Meditrust Corporation. From 1992 until 1997, Mr. Weger served in various
management roles with Harrah's where he was responsible for strategic
planning, mergers and acquisitions and project financing. Mr. Weger serves on
the Advisory Council for the University of Southern Mississippi Business
School. Mr. Weger holds a B.S. in finance from the University of Southern
Mississippi and a MBA from the University of Chicago. Mr. Weger is 36 years
old.
The Board of Trustees and Its Committees
The Company is managed by a six member Board of Trustees, one half of
whom are independent of the Company's management. If both Class II trustees
are elected at the Annual Meeting, the Board of Trustees will be increased to
seven members, a majority of whom will be independent of the Company's
management. The Board of Trustees held five meetings during fiscal year 1999.
Each of the trustees attended 100% of the total number of meetings of the
Board of Trustees and of the committees of the Company of which he was a
member during 1999.
Audit Committee. The Audit Committee, which consists of George F. Little,
II, Donald S. Perkins and Donald A. Washburn, makes recommendations concerning
the engagement of independent public accountants, reviews with the independent
public accountants the plans and results of the audit engagement, 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 and the
Advisor's internal accounting controls. Additionally, the Audit Committee is
responsible for monitoring the Company's procedures for compliance with the
rules for taxation as a real estate investment trust under Sections 856-860 of
the Internal Revenue Code of 1986 (the "Code"). Mr. Perkins serves as the
Chairman of the Audit Committee. The Audit Committee has adopted a written
audit charter that outlines certain specified responsibilities of the audit
committee and complies with recently enacted rules of the Securities and
Exchange Commission (the "SEC") and the New York Stock Exchange ("NYSE"). The
Audit Committee held four meetings during fiscal year 1999.
Investment Committee. Subject to the supervision and oversight of the
Board of Trustees, the Investment Committee, which consists of Jon E. Bortz,
Darryl Hartley-Leonard and Stuart L. Scott, has the authority to review
investments submitted by the Advisor for recommendation to the Board of
Trustees and to approve investments within certain parameters as delegated to
the Investment Committee by the Board. Mr. Hartley-Leonard serves as the
Chairman of the Investment Committee. The Investment Committee held no
meetings during fiscal year 1999.
Compensation, Contract and Governance Committee. The Compensation,
Contract and Governance Committee, which consists of George F. Little, II,
Donald S. Perkins and Donald A. Washburn annually reviews the performance of
the Advisor under the Advisory Agreement between the Company and the Advisor
(the "Advisory Agreement"), evaluates and determines the appropriateness of
the compensation arrangement of the Advisor at the time of the renewal of the
Advisory Agreement, determines the appropriateness of the renewal of the
Advisory Agreement and administers the Company's 1998 Share Option and
Incentive Plan. Additionally, the Compensation, Contract and Governance
Committee is responsible for reviewing any transactions that involve potential
conflicts of interest. Mr. Washburn serves as the Chairman of the
Compensation, Contract and Governance Committee. The Compensation, Contract
and Governance Committee held five meetings during fiscal year 1999.
The Board of Trustees does not have a standing nominating committee. The
full Board of Trustees performs the functions of such a committee.
Trustee Compensation
Each trustee who is not an employee of or affiliated with the Advisor
receives an annual fee of $20,000. In addition, each such trustee also
receives $1,000 for attendance at each meeting of the Company's Board of
Trustees and $500 for attendance at each meeting of a committee of the
Company's Board (at a time other than a Board meeting) of which such trustee
is a member. In the event that special telephonic board meetings are held, a
fee of $500 is payable for such meetings. The annual retainer fee is paid to
such trustees 50% in cash and 50% in Common Shares. Each trustee may elect to
receive, in lieu of the cash portion of the annual retainer, compensation in
the form of grants of Common Shares. Meeting fees are paid in cash. In
addition, the Company reimburses trustees for their out-of-pocket expenses
incurred in connection with their service on the Board of Trustees. In
addition, each trustee who is not an employee of the Company elected to the
Board of Trustees for the first time receives an initial grant of options to
purchase 5,000 Common Shares at fair market value on the date of grant. In
addition, each trustee who is not an employee of the Company receives an
annual grant of options to purchase 1,000 Common Shares for each year during
such trustee's term. Any trustee who ceases to be a trustee will forfeit the
right to receive any options not previously vested.
<PAGE>
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees of the Company, upon the recommendation of the
Audit Committee, has selected the accounting firm of KPMG LLP to serve as
independent auditors of the Company for the fiscal year ending December 31,
2000, subject to ratification of this appointment by the shareholders of the
Company. KPMG LLP has served as the Company's independent auditors since the
Company's formation in January 1998 and is considered by management of the
Company to be well qualified. The Company has been advised by that firm that
neither it nor any member thereof has any financial interest, direct or
indirect, in the Company or any of its subsidiaries in any capacity. A
representative of KPMG LLP will be present at the Annual Meeting, will be
given the opportunity to make a statement if he or she so desires and will be
available to respond to appropriate questions.
The Board of Trustees recommends a vote FOR the ratification of the
selection of the independent auditors.
EXECUTIVE COMPENSATION
The Company does not have any employees; services which otherwise would
be provided by employees were performed by the Advisor. Payments by the
Company to the Advisor for services during the fiscal year ended December 31,
1999 are described in "Certain Relationships and Related Transactions."
The following table provides summary compensation information for
executive officers of the Company since the Company's formation in 1998:
Summary Compensation Table (1)
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------------------------------------
Salary Long Term All Other
Name Year ($) Bonuses ($) Options (2 ) ($)
-------------------------------------------- -------- ---------- ------------ -------------- ------------------
<S> <C> <C> <C> <C> <C>
Jon E. Bortz
President, Chief Executive Officer and 1999 None None 56,000 None
Trustee 1998 None None None None
Hans S. Weger
Executive Vice President, Treasurer 1999 None None 18,000 None
Chief Financial Officer and Secretary 1998 None None 35,000 None
Michael D. Barnello
Chief Operating Officer and 1999 None None 28,000 None
Executive Vice President of Acquisitions 1998 None None None None
</TABLE>
The following table sets forth the options granted with respect to the
fiscal year ended December 31, 1999 to the Company's executive officers.
- ------------
(1) Except with respect to, incentive share awards, the Company has not paid
and has no current plans to pay compensation to its executive officers.
The Advisor, which conducted the day-to-day operations of the Company
during 1999 and 1998, compensated Messrs. Bortz, Weger and Barnello in
connection with their services to the Advisor and to the Company.
(2) As of December 31, 1999, options to purchase a total of 171,700 Common
Shares have been granted to trustees and executive officers of the
Company, including options to purchase 137,000 Common Shares granted to
the executive officers.
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Fiscal Year 1999
Percent of
Total Options Potential Realizable Value
Number of Granted to at Assumed Annual Rates
Securities Employees of Exercise of Share Price Appreciation
underlying the Advisor Price per For Option Term (3)
Options in Fiscal Common Expiration 5% (4) 10% (5)
Name Granted (1) Year Share (2) Date
- ---------------------------------------- ------------- -------------- ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Jon E. Bortz 56,000 37% $13.19 1/19/06 300,720 700,560
Hans S. Weger 18,000 12% $13.19 1/19/06 96,660 225,180
Michael D. Barnello 28,000 19% $13.19 1/19/06 150,360 350,280
</TABLE>
No options were exercised in 1999. The following table sets forth the
value of options held at the end of 1999 by the Company's executive officers.
<TABLE>
<CAPTION>
Aggregated Fiscal Year-End 1999 Option Values
Number of Shares Value of Unexercised
Underlying Unexercised in-the-Money Options
Options at Fiscal Year-End (6) at Fiscal Year-End ($)(6)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------------------------------------------------- ------------------------------ ------------------------
<S> <C> <C>
Jon E. Bortz (7) 23,250/125,750 $0/$0
Hans S. Weger 11,667/41,333 $0/$0
Michael D. Barnello (7) 15,500/74,500 $0/$0
</TABLE>
- ---------------
(1) All options are granted at the fair market value of the Common Shares at
the date of grant. These options will vest in three equal annual
installments (rounded to the nearest whole share) over three years and
have a seven year term.
(2) The exercise price for the grant of options on January 19, 1999 was based
on the closing price of $13.19 per Common Share.
(3) In accordance with the rules of the SEC, these amounts are the
hypothetical gains or "option spreads" that would exist for the
respective options based on assumed rates of annual compound share price
appreciation of 5% and 10% from the date the options were granted over
the full option term. No gain to the optionee is possible without an
increase in the price of the Common Shares, which would benefit all
shareholders.
(4) An annual compound share price appreciation of 5% from the price of
$13.19 per Common Share yields a price of $18.56 per Common Share.
(5) An annual compound share price appreciation of 10% from the price of
$13.19 per Common Share yields a price of $25.70 per Common Share.
(6) The value of unexercised in-the-money options at fiscal year-end is based
on the fair market value for Common Shares of $11.69 per Common Share, as
of December 31, 1999.
(7) Includes 93,000 options and 62,000 options granted by the Advisor to Mr.
Bortz and Mr. Barnello, respectively.
<PAGE>
Report on Compensation
The following is a report by the Company's Compensation, Contract and
Governance Committee regarding the Company's compensation objectives, share
option program and the compensation of the Advisor.
Compensation Objectives. The executive officers of the Company are
employees of the Advisor and not of the Company, and receive their salary
compensation from the Advisor. Incentive compensation paid by the Advisor in
the form of annual bonus payments to the executive officers, is based on
achieving certain annual FFO per share growth targets, in order to further
align the interest of the executive officers with the interest of the
shareholders. The Trustees also wished to establish a vehicle which would on a
longer term basis, among other things, (a) foster a continuing identity of
interest between management of the Company and its shareholders, and (b)
recognize that the Company's executive officers perform certain duties on
behalf of the Company, primarily with regard to shareholders and investor
relations and communications, which fall outside of the services covered by
the investment advisory contract between the Company and the Advisor. In
granting incentive share awards, the Trustees consider factors such as the
amount and terms of restricted Common Shares and Options previously granted to
executive officers and the importance and complexity of the duties performed
by executive officers on behalf of the Company. To further promote continuity
of management, the Trustees may impose vesting restrictions or other
conditions on the granted Common Shares, as they did in 1998 and 1999, by
imposing a three year prorata vesting on options issued.
Proceedings of the Compensation, Contract and Governance Committee. The
Compensation, Contract and Governance Committee determines only that part of
the compensation for the Company's executive officers which may be awarded
under the 1998 Share Option and Incentive Plan. The Company does not determine
the compensation paid by the Advisor to its employees. The Compensation,
Contract and Governance Committee is comprised of three nonemployee trustees,
George F. Little, II, Donald S. Perkins and Donald A. Washburn. Final
compensation determinations for each fiscal year generally are made after the
end of the fiscal year. At that time, option rights, appreciation rights and
restricted share award grants, if any, will generally be made.
Long-Term Incentives. Long-term incentives are provided to key employees
of, and consultants and other service providers to, the Company, its
subsidiaries and advisors through grants of option rights, appreciation rights
and restricted share awards. Incentives may also be awarded directly to the
Advisor, in addition to amounts payable to the Advisor under the Advisory
Agreement. The grants of such rights and awards are intended to align the
executive's and the Advisor's long-term objectives with those of the Company's
shareholders. The 1998 Share Option and Incentive Plan is administered by the
Compensation, Contract and Governance Committee, which has the discretion to
determine those individuals or entities to whom option rights, appreciation
rights and restricted share awards will be granted, the number of shares
subject to such rights and awards and other terms and conditions of the option
rights, appreciation rights and restricted share awards.
Tax Deductibility of Executive Compensation. Section 162(m) of the Code,
limits the deductibility on the Company's tax return of compensation over $1
million to any of the named executive officers of the Company unless, in
general, the compensation is paid pursuant to a plan which is
performance-related, non-discretionary and has been approved by the Company's
shareholders. The Compensation, Contract and Governance Committee's policy
with respect to Section 162(m) is to make every reasonable effort to ensure
that compensation is deductible to the extent permitted while simultaneously
providing Company executives with appropriate compensation for their
performance. The Company did not pay any compensation during 1999 that would
be subject to the limitations set forth in Section 162(m).
Submitted by the Compensation, Contract and
Governance Committee of the Board of Trustees
Donald A. Washburn
George F. Little, II
Donald S. Perkins
<PAGE>
SHARE PERFORMANCE GRAPH
The following graph provides a comparison of the cumulative total
shareholder return on the Common Shares from the IPO price to the NYSE closing
price per share on December 31, 1999 with the cumulative total return on the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500") and
Bloomberg's index of hotel REITs ("BBREHOTL"). Total return values were
calculated based on cumulative total return assuming (i) the investment of
$100 in the Common Share IPO on April 29, 1998 and in the S&P 500 and the
BBREHOTL Index on April 30, 1998 and (ii) reinvestment of dividends.
[GRAPHIC OMITTED]
Description of omitted graphic follows:
Line graph illustrating the cumulative total return for LaSalle Hotel
Properties, the Standard & Poor's 500 Composite Stock Price Index and the
Bloomberg index of hotel REITs for the period from April 29/30 through
December 31, 1999.
<TABLE>
<CAPTION>
Source: Bloomberg
The actual returns shown on the graph above are as follows:
Initial Value of initial Value of initial
investment at investment at investment at
Name April 29/30, 1998 (1) December 31, 1998 December 31, 1999
- ------------------------------------------------ ----------------------- ------------------------ -----------------------
<S> <C> <C> <C>
LaSalle Hotel Properties $ 100.00 $ 62.63 $ 78.10
S&P 500 Index $ 100.00 $ 111.71 $ 135.23
BBREHOTL Index $ 100.00 $ 52.80 $ 43.01
</TABLE>
- ------------
(1) Assumes an initial investment of $100 on April 29, 1998 (the IPO purchase
date) with respect to the Company's Common Shares and on April 30, 1998
with respect to the S&P 500 and the BBREHOTL Index.
<PAGE>
PRINCIPAL AND MANAGEMENT SHAREHOLDERS
The following table sets forth the beneficial ownership of Common Shares
for (i) each shareholder of the Company holding more than a 5% beneficial
interest in the Company, (ii) each executive officer of the Company who is not
a trustee of the Company and (iii) the trustees and executive officers of the
Company as a group as of March 15, 2000, unless indicated otherwise below.
Share ownership of the Trustees of the Company appears under the heading
"Information Regarding the Nominees and Trustees" in this Proxy Statement.
<TABLE>
<CAPTION>
Common Shares
Beneficially Owned (1)
----------------------------------------------
Name of Beneficial Owner Number Percent of Total
--------------------------------------------------------------- ----------------------- ----------------------
<S> <C> <C>
Shimon Topor (2) 2,228,219 12.80%
Michael Steinhardt (2) 2,228,219 12.80%
Jones Lang LaSalle (3) 2,405,516 13.06%
Capital Growth Management Limited Partnership (4) 1,242,000 7.35%
Wagner Asset Management, L.P. (5) 1,147,000 6.79%
Michael D. Barnello (6) 72,440 *%
Hans S. Weger (6) 45,167 *%
All trustees and executive officers as a group (8 persons) 1,079,434 6.20%
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive
officers and trustees, and persons who own more than 10% of a registered class
of the Company's equity securities ("10% Holders"), to file reports of
ownership and changes in ownership with the SEC and the NYSE. Officers,
trustees and 10% Holders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms that they file. To the Company's
knowledge, based solely on review of the copies of such reports furnished to
the Company, all Section 16(a) filing requirements applicable to its executive
officers, trustees and 10% Holders were satisfied, except that (i) Mr. Little
reported four previously reportable transactions on his most recent Form 5.
- ---------------------
* Less than one percent.
(1) The number of Common Shares beneficially owned is reported on the basis of
regulations of the SEC governing the determination of beneficial ownership
of securities.
(2) The business address for this shareholder is 650 Madison Avenue, 17th
Floor, New York, New York 10022. Messrs. Topor and Steinhardt share the
right to direct the voting and investment of Common Shares and Units by
virtue of their direct and indirect common control of various entities
holding the Common Shares and Units.
(3) The business address for this shareholder is 200 East Randolph Drive,
Chicago, Illinois 60601.
(4) The business address for this shareholder is One International Place,
Boston, Massachusetts 02110. Pursuant to a Schedule 13G filed with the
SEC, as of February 2, 2000, this shareholder may have direct or indirect
voting and/or investment discretion over these Common Shares which are
held for the benefit of its clients by its separate accounts, externally
managed accounts, registered investment companies, subsidiaries and/or
other affiliates. This shareholder is reporting the combined holdings of
the entities for the purpose of administrative convenience.
(5) The business address for this shareholder is 227 West Monroe Street,
Suite 3000, Chicago, Illinois 60606. Pursuant to a Schedule 13G filed
with the SEC, as of February 11, 2000, 1998, this shareholder may have
direct or indirect voting and/or investment discretion over these Common
Shares which are held for the benefit of its clients by its separate
accounts, externally managed accounts, registered investment companies,
subsidiaries and/or other affiliates. This shareholder is reporting the
combined holdings of the entities for the purpose of administrative
convenience.
(6) The business address for this shareholder is 4800 Montgomery Lane, Suite
M25, Bethesda, Maryland 20814.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Affiliated Lessee
LaSalle Hotel Lessee, Inc. (the "Affiliated Lessee") serves as lessee for
hotels for which the hotel's operator declines on account of internal policy
reasons to serve as lessee. The Affiliated Lessee is owned 45.5% by Jones Lang
LaSalle, 45.5% by LPI Charities (a charitable corporation formed by Jones Lang
LaSalle through which it conducts charitable fund raising activities) and 9%
by the Company. For the year ended December 31, 1999, the Affiliated Lessee
leased four of the Company's hotels under participating leases pursuant to
which the Affiliated Lessee paid an aggregate of $28.3 million to the Company.
Advisory Agreement
The Advisor provides acquisition, management, advisory and administrative
services to the Company pursuant to an Advisory Agreement. The initial term of
the Advisory Agreement extends through December 31, 1999, subject to
successive, automatic one-year renewals unless terminated according to the
terms of the Advisory Agreement.
Compensation
For its services under the Advisory Agreement, the Advisor receives an
annual base fee, payable quarterly, to be paid in cash based upon the
Company's net operating income ("NOI") as defined below, in accordance with
the following schedule:
<TABLE>
<CAPTION>
Incremental NOI of Company
- ------------------------------------------------------
From Up to but excluding Base Fee%
- --------------------------- -------------------------- ---------------------------------------------------------------
<S> <C> <C>
$ 0 $ 100,000 5.0%
$ 100,000 $ 225,000 An additional 4.8% on such increment
$ 225,000 $ 350,000 An additional 4.6% on such increment
$ 350,000 $ 475,000 An additional 4.4% on such increment
$ 475,000 $ 600,000 An additional 4.2% on such increment
$ 600,000 Any excess An additional 4.0% on such increment
</TABLE>
In addition, an annual incentive advisory fee is payable each year in
arrears equal to 25% of the result of multiplying (A) the amount by which the
actual increase in FFO1 per share, if any, for each calendar year (each a
"Measurement Year") as compared to FFO per share for the previous year (the
"Prior Year"), exceeds an increase of 7% per annum in FFO per share for the
Prior Year by (B) weighted average Common Shares and Units outstanding for the
Measurement Year. For example, if the Prior Year FFO per share equaled $0.60
and the FFO per share for the Measurement Year equals $0.68, the incentive
advisory fee for the Measurement Year would be calculated as follows: 25% of
(A) the FFO per share growth rate above 7% for the Measurement Year, in this
example, $0.68 minus the product of $0.60 multiplied by 1.07, multiplied by
(B) the weighted average of Common Shares and Units outstanding for the
Measurement Year.
- ------------------------
1 "FFO" or Funds from Operations, as defined by the National Association
of Real Estate Investment Trusts ("NAREIT"), represents net income
applicable to common shareholders (computed in accordance with generally
accepted accounting principles), excluding gains (losses) from debt
restructuring and sales of property (including furniture and equipment),
plus real estate related depreciation and amortization (excluding
amortization of deferred financing costs), and after adjustments for
unconsolidated partnerships and joint ventures.
Payment of the Incentive Fee is made in the Company's Common Shares and
Units. The number of Common Shares and Units is the whole number of shares
equal to the value of the Incentive Fee divided by the average closing price
of the Common Shares on the NYSE during the Measurement Year. For the year
ending December 31, 1999, the Base Fee paid to the Advisor was $3,245,778 and
the number of Common Shares was 31,318 representing an aggregate dollar value
of $412,145 at the time of determination or $13.16 per Common Share. For
purposes of the Advisory Agreement, NOI for any period means total revenues
(excluding gains or losses from the sale of Company assets, or any
re-financings thereof) applicable to such period, less the operating expenses
applicable to such period (excluding advisory fees payable hereunder to the
Advisor, and excluding amounts attributable to depreciation and amortization,
or reserves for bad debts, or interest expense or other similar non-cash items
or reserves) after adjustment for unconsolidated partnerships and joint
ventures and before adjustment for minority interest in the Operating
Partnership.
<PAGE>
Non-competition
The Advisor and its affiliates will not invest directly or indirectly or
on behalf of others in any hotel properties in the United States (the
"Competitive Hotels"), other than through the Company except for the Excluded
Properties(1) and except for hotels constituting part of a mixed-use property
where less than 40% of the property's NOI is attributable to the hotel.
Notwithstanding the foregoing, no Affiliate (as defined below) is restricted
from acquiring interests, directly or indirectly, in Competitive Hotels or
advising with respect to Competitive Hotels to the extent that such Affiliate
(i) is a "registered investment adviser" under the Investment Advisers Act of
1940, as amended, and makes such acquisition or gives such advice in the
ordinary course of management activities for securities investments, (ii)
acquires a company or other entity which owns or provides asset management
services with respect to Competitive Hotels, provided that is not a material
activity of such company or entity and that such company or entity does not
engage in activities relating to additional Competitive Hotels, (iii) invests
in debt or debt securities, or (iv) is engaged in consulting, development,
financing, disposition or facility related services with respect to
Competitive Hotels.
Termination
The Advisory Agreement may be terminated for cause, by the mutual consent
of the Advisor and the Company, or by notice from the Company given at least
180 days prior to the expiration of the term. The Advisor is not entitled to
any termination fees or penalties, but would be entitled to receive all
accrued but unpaid compensation and expense reimbursement in cash within 30
days of any termination date. The Advisor has the right to assign the Advisory
Agreement to an affiliate subject to approval by the Independent Trustees of
the Company. The Company has the right to assign the Advisory Agreement to any
successor to all of its assets, rights and obligations.
Conflicts Between The Company And The Advisor
The interests of the Company and the Advisor potentially may conflict due
to the ongoing relationships between the two entities. Because the timing and
amount of incentive and other fees received by the Advisor may be affected by
various determinations, including the sale or disposition of properties, the
Advisor may have a conflict of interest with respect to such determinations.
In addition, through its subsidiaries, Jones Lang LaSalle is a significant
shareholder of the Company and could influence decisions regarding the
Advisory Agreement and fees relating to such agreement. The failure of the
Advisor or the Company to enforce the material terms of the Advisory Agreement
could result in a monetary loss to the Company, which loss could have a
material adverse effect on the Company's financial condition or results of
operations.
In addition, Messrs. Scott and Bortz serve as Trustees of the Company and
also serve as officers of Jones Lang LaSalle and the Advisor. Mr. Scott also
serves as a director of Jones Lang LaSalle. Messrs. Bortz, Weger and Barnello
also serve as officers of the Company. Messrs. Scott, Bortz, Weger and
Barnello, as well as certain other officers and Trustees of the Company and
directors of the Advisor, also own shares (and/or options or other rights to
acquire shares) in Jones Lang LaSalle, either directly or indirectly. With
respect to the various contractual arrangements between the two entities, the
potential exists for disagreement as to the quality of services provided by
the Advisor and as to contractual compliance. In addition, certain situations
could arise where actions taken by the Advisor in its capacity as manager or
adviser of the Excluded Properties would not necessarily be in the best
interests of the Company. Nevertheless, the Company believes that there is
sufficient mutuality of interest between the Company and the Advisor to result
in a mutually productive relationship.
- ---------------
1 The "Excluded Properties" include interests owned by affiliates of Jones
Lang LaSalle in a limited number of hotel properties that were not
acquired by the Company at the time of its formation. These interests are
(i) two hotels held by a private REIT advised by Jones Lang LaSalle that
has invested the majority of its assets in office properties, (ii) one
hotel in which Jones Lang LaSalle and its partners own a 50% interest for
which Jones Lang LaSalle serves as advisor, and (iii) a partnership
interest in one hotel owned by a client for whom Jones Lang LaSalle
serves as an advisor.
Policies and Procedures for Addressing Conflicts
The Company has adopted certain policies designed to eliminate or
minimize potential conflicts of interest. The Company's Board of Trustees is
subject to certain provisions of Maryland law which are designed to eliminate
or minimize certain potential conflicts of interest. However, there can be no
assurance that these policies will always be successful in eliminating the
influence of such conflicts, and if they are not successful, decisions could
be made that might fail to reflect fully the interests of all shareholders.
With a view toward protecting the interests of the Company's shareholders, the
Bylaws of the Company provide that a majority of the Board of Trustees (and a
majority of each committee of the Board of Trustees) must not be "affiliates"
of the Advisor, as that term is defined in the Bylaws, and that the investment
policies of the Company must be reviewed annually by a majority of these
trustees. Moreover, the Company may terminate the Advisory Agreement without
termination fees or penalties upon notice given at least 180 days prior to the
expiration of the then current term of the Agreement and all decisions
regarding conflicts with the Advisor and termination of the Advisory Agreement
shall be made by vote of the independent trustees.
The Company has adopted a policy that, without the approval of a majority
of the Independent Trustees, it will not (i) acquire from or sell to any
trustee, officer or employee of the Company or the Advisor, or any entity in
which a trustee, officer or employee of the Company beneficially owns more
than a 1% interest, or acquire from or sell to any affiliate of any of the
foregoing, any of the assets or other property of the Company, (ii) make any
loan to or borrow from any of the foregoing persons or (iii) engage in any
other transaction with any of the foregoing persons, including arrangements
for services beyond the scope of the Advisory Agreement.
Pursuant to Maryland law, each trustee is subject to restrictions on
misappropriation of corporate opportunities to himself or his affiliates
learned of solely as a result of his service as a member of the Board of
Trustees of the Company. In addition, under Maryland law, a transaction
effected by the Company or any entity controlled by the Company in which a
trustee or certain related persons and entities of the trustees has a
conflicting interest, as defined thereunder, of such financial significance
that it would reasonably be expected to exert an influence on the trustee's
judgment may not be enjoined, set aside or give rise to damages on the grounds
of such interest if (a) the transaction is approved, after disclosure of the
interest, by the affirmative vote of a majority of the disinterested trustees,
or by the affirmative vote of a majority of the votes cast by disinterested
shareholders, or (b) the transaction is established to have been fair to the
Company.
<PAGE>
OTHER MATTERS
Solicitation of Proxies
The cost of solicitation of proxies in the form enclosed herewith will be
paid by the Company. In addition to the solicitation of proxies by mail, the
trustees, officers and employees of the Company may also solicit proxies
personally or by telephone without additional compensation for such
activities. The Company will also request persons, firms and corporations
holding shares in their names or in the names of their nominees, which are
beneficially owned by others, to send proxy materials to and obtain proxies
from such beneficial owners. The Company will reimburse such holders for their
reasonable expenses.
Shareholder Proposals
Shareholder proposals intended to be presented at the 2001 annual meeting
of shareholders must be received by the Secretary of the Company no later than
December 5, 2000 in order to be considered for inclusion in the Company's
proxy statement relating to the 2001 meeting pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended ("Rule 14a-8").
For a proposal of a shareholder to be presented to the Company's 2001
annual meeting of shareholders, other than a shareholder proposal included in
the Company's proxy statement pursuant to Rule 14a-8, it must be received at
the principal executive offices of the Company after February 16, 2001 and on
or before March 18, 2001, unless the 2001 annual meeting of shareholders is
scheduled to take place before April 17, 2001 or after July 16, 2001, in which
case notice must be delivered not earlier than the close of business on the
90th day prior to the 2001 annual meeting and not later than the close of
business on the later of the 60th day prior to the 2001 annual meeting or the
tenth day following the day on which public announcement of the date of the
2001 annual meeting is first made public by the Company. The Company's Bylaws
provide that any shareholder wishing to nominate a trustee or have a
shareholder proposal other than a shareholder proposal included in the
Company's proxy statement pursuant to Rule 14a-8, considered at an annual
meeting must provide written notice of such nomination or proposal and
appropriate supporting documentation, as set forth in the Bylaws, to the
Company at its principal executive offices not less than 75 days nor more than
180 days prior to the anniversary of the immediately preceding annual meeting
of shareholders (the "Anniversary Date"); provided, however, that in the event
that the annual meeting is scheduled to be held more than seven calendar days
prior, or more than 60 days subsequent, to the Anniversary Date, such
nominations or proposals must be delivered to the Company not earlier than the
180th day prior to such meeting and not later than the later of the 75th day
prior to such annual meeting or the twentieth day following the earlier of the
day on which public announcement of the meeting is first made or notice of the
meeting is mailed to shareholders. Any such proposal should be mailed to:
LaSalle Hotel Properties, 4800 Montgomery Lane, Suite M25, Bethesda, Maryland
20814, Attn: Hans S. Weger, Secretary.
Other Matters
The Board of Trustees does not know of any matters other than those
described in this Proxy Statement that will be presented for action at the
Annual Meeting. If other matters are presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
By Order of the Board of Trustees
/s/ Hans S. Weger
Hans S. Weger
Secretary
Bethesda, Maryland
April 4, 2000
<PAGE>
LASALLE HOTEL PROPERTIES
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 17, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby constitutes and appoints Jon E. Bortz, Michael D.
Barnello and Hans S. Weger and any of them, as Proxies of the undersigned,
with full power of substitution, to vote all common shares of beneficial
interest, $.01 par value per share of LaSalle Hotel Properties (the "Company")
held of record by the undersigned as of the close of business on March 15,
2000, on behalf of the undersigned at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held at the Hyatt Hotel, One Bethesda Metro Center,
Bethesda, Maryland, 8:00 a.m., local time, on Wednesday, May 17, 2000, and at
any adjournments or postponements thereof.
When properly executed, this proxy will be voted in the manner directed herein
by the undersigned shareholder(s). If no direction is given, this proxy will
be voted FOR the nominees of the Board of Trustees listed in Proposal 1 and
FOR Proposal 2. In their discretion, the Proxies are each authorized to vote
upon such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof. A shareholder wishing to vote in
accordance with the Board of Trustees' recommendations need only sign and date
this proxy and return it in the enclosed envelope.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
(Continued and to be signed on reverse side.)
- ------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
LASALLE HOTEL PROPERTIES
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
[ ]
For All Withhold For All (Except Nominee(s) written below)
All For Against Abstain
<S> <C>
1. To elect two Class II trustees / / / / / / 2. To ratify the selection of KPMG / / / / / /
of the Company to serve until the LLP as the independent auditors
2003 Annual Meeting of Shareholders of the Company for the fiscal
and until their successors are duly year ending December 31, 2000.
elected and qualified.
Nominee: 01- Darryl Hartley-Leonard 3. To consider and act upon any For Against Abstain
02- William S. McCalmont other matters that may properly / / / / / /
be brought before the Annual
Meeting and at any adjournments
or postponements thereof.
- ---------------------------------------------
(INSTRUCTION: To withhold authority to
vote for any individual nominee write
the nominee's name on the line above.)
The undersigned hereby acknowledge(s) receipt of a
copy of the accompanying Notice of Annual Meeting of
Shareholders, the Proxy Statement with respect
thereto and the Company's Annual Report of Form 10-K
for the year ended December 31, 1999 and hereby
revoke(s) any proxy or proxies heretofore given.
This proxy may be revoked at any time before it is
exercised.
Dated: , 2000
Note: Please sign exactly as name Signature(s)
appears hereon. Joint owners
should each sign. When signing ---------------------------------------------------
as attorney, executor, administrator,
trustee or guardian, please give ---------------------------------------------------
full title as such.
- -------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
</TABLE>
