<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CLEVETRUST REALTY INVESTORS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CLEVETRUST REALTY INVESTORS
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
PREVIOUSLY PAID.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:____________________________________
(4) Proposed maximum aggregate value of transaction:_______________________
/ / 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:__________________________________________________________
(4) Date filed:____________________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
CLEVETRUST REALTY INVESTORS
2001 CROCKER ROAD
SUITE 400
WESTLAKE, OHIO 44145
January 9, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of Shareholders
of CleveTrust Realty Investors, which will be held at the Holiday Inn -
Westlake, 1100 Crocker Road, Westlake, Ohio, on Tuesday, February 20, 1996 at
2:00 p.m. (Cleveland Time). The notice of the meeting, proxy statement and proxy
accompany this letter, and you are urged to consider the information therein
carefully.
The Trust's Annual Report to Shareholders for the fiscal year ended
September 30, 1995 is being mailed to you herewith.
We hope you will attend the meeting in person, but we urge you in any event
to complete and return the enclosed proxy, at your earliest convenience, in the
enclosed prepaid envelope.
Sincerely yours,
John C. Kikol
Chairman &
President
<PAGE> 3
CLEVETRUST REALTY INVESTORS
2001 CROCKER ROAD
SUITE 400
WESTLAKE, OHIO 44145
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 9, 1996
Dear Shareholder:
Notice is hereby given that the Annual Meeting of Shareholders of
CleveTrust Realty Investors, a Massachusetts voluntary association of the type
generally known as a business trust, will be held at the Holiday Inn - Westlake,
1100 Crocker Road, Westlake, Ohio, on Tuesday, February 20, 1996 at 2:00 p.m.
(Cleveland Time), for the purposes of considering and acting upon:
1. A proposal to elect as Trustees the six nominees named in the
accompanying Proxy Statement to hold office until the next Annual Meeting
of Shareholders, or until their successors are elected and qualified; and
2. Such other matters as may properly come before the meeting and any
adjournment or adjournments thereof.
Shareholders of record at the close of business on December 29, 1995 are
entitled to vote at the meeting and any adjournment or adjournments thereof.
By Order of the Board of Trustees
RAYMOND C. NOVINC
Secretary
- --------------------------------------------------------------------------------
| IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. REGARDLESS |
| OF WHETHER YOU INTEND TO BE PRESENT, PLEASE SIGN THE ENCLOSED PROXY AND |
| SEND IT BY RETURN MAIL IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE |
| IF MAILED IN THE UNITED STATES. |
- --------------------------------------------------------------------------------
<PAGE> 4
CLEVETRUST REALTY INVESTORS
2001 CROCKER ROAD
SUITE 400
WESTLAKE, OHIO 44145
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is solicited by the Board of Trustees for use at the
Annual Meeting of Shareholders of CleveTrust Realty Investors (the "Trust") to
be held on February 20, 1996 and any adjournment or adjournments thereof. Any
proxy may be revoked by a later proxy, by notice to the Trust in writing, or in
open meeting, without affecting any vote previously taken. This proxy statement,
together with a form of proxy for the meeting, was first mailed to shareholders
on or about January 9, 1996.
OUTSTANDING SHARES AND VOTING RIGHTS
As of December 29, 1995, the record date for the determination of persons
entitled to vote at the meeting, there were 5,179,143 Shares of Beneficial
Interest outstanding. Each Share of Beneficial Interest is entitled to one vote.
BENEFICIAL OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT
The following table sets forth, as of December 29, 1995, information
furnished to the Trust with respect to the beneficial ownership of the Trust's
Shares of Beneficial Interest by each shareholder or group of shareholders known
to the Trust to be the beneficial owner of more than five (5%) percent of the
Trust's outstanding Shares of Beneficial Interest, each present Trustee, each
nominee for election as Trustee, each executive officer of the Trust, and all
present Trustees and executive officers of the Trust as a group. Communications
to any or all of the Trustees or officers may be addressed to them in care of
the Trust.
1
<PAGE> 5
<TABLE>
<CAPTION>
BENEFICIAL OWNER, TRUSTEE,
OFFICE OR NUMBER OF PERSONS NUMBER OF SHARES PERCENT OF
IN GROUP BENEFICIALLY OWNED(A) CLASS
--------------------------- --------------------- ----------
<S> <C> <C>
Howard Amster (Beneficial owner and
Trustee)(b)................................. 1,152,180 22.25%
Robert H. Kanner (Beneficial Owner and
Trustee)(c)................................. 1,300,000 25.10
John C. Kikol (Trustee and officer)(d)(e)..... 154,479 2.94
Leighton A. Rosenthal (Beneficial owner and
Trustee).................................... 393,000 7.59
Ludwig Seuffert (Trustee)(f)(d)............... 110,434 2.13
John D. Weil (Beneficial owner and
Trustee)(g)................................. 745,000 14.38
Brian D. Griesinger (Officer)(e).............. 45,500 .87
Raymond C. Novinc (Officer)(e)................ 53,045 1.02
Michael R. Thoms (Officer)(d)(e).............. 71,055 1.36
9 present Trustees and officers listed above.. 3,994,825(d) 74.13
</TABLE>
- ---------------
(a) Except as noted, in each case the beneficial owner has sole voting and sole
investment power.
(b) Includes 131,800 Shares of Beneficial Interest held by Tamra F. Gould (Mr.
Amster's wife) in which Mr. Amster disclaims any beneficial interest.
Excludes 27,600 Shares of Beneficial Interest held by Sonia Amster (Mr.
Amster's mother) in which Mr. Amster disclaims any beneficial interest.
(c) The shares shown as being held by Robert H. Kanner are owned by a trust of
which Mr. Kanner is the sole beneficiary. Mr. Kanner is not a trustee of
such trust and has neither investment nor voting power in such shares.
Trustees of such trust are Stephen R. Kalette and Eleonora Gromek who have
an address of 3830 Kelly Avenue, Cleveland, Ohio 44114. Excludes 5,000
Shares of Beneficial Interest held by Buckeye Business Products Bargaining
Unit Pension Trust of which Mr. Kanner is a trustee but not a participant.
(d) Includes 14,934 Shares of Beneficial Interest held in two trusts in which
Messrs. Kikol, Seuffert and Thoms are trustees with all voting and
investment power and in which Mr. Kikol and Mr. Thoms have an interest as
beneficiaries (with respect to a portion of the trusts' assets). The shares
of Beneficial Interest held by all
2
<PAGE> 6
Trustees and officers as a group in the table have been adjusted to
eliminate the duplication of beneficial ownership.
(e) The table above includes Shares of Beneficial Interest as to which the
persons indicated had the right to acquire beneficial ownership within 60
days after December 29, 1995 through the exercise of outstanding options
under the trust's 1992 Stock Option Plan. The number of Shares of Beneficial
Interest each of the persons indicated had the right to acquire were as
follows: John C. Kikol, 83,500; Raymond C. Novinc, 45,000; Michael R. Thoms,
43,000; and Brian D. Griesinger, 38,500.
(f) Excludes 66,000 Shares of Beneficial Interest held by Seuffert Construction
Co. Inc. of which Ludwig Seuffert is President and a Director but in which
he disclaims any beneficial interest as he has neither investment nor voting
power with respect to said shares. Also excludes 1,500 Shares of Beneficial
Interest held by Brigitte Seuffert (Mr. Seuffert's wife) in which Mr.
Seuffert disclaims any beneficial interest.
(g) Includes 25,000 Shares of Beneficial Interest held in the name of a family
trust of which Mr. Weil is the trustee. Also includes 100,000 Shares of
Beneficial Interest held in the name of Richard K. Weil (the father of Mr.
Weil), 25,000 Shares of Beneficial Interest held in the name of Victoria L.
Weil (the daughter of Mr. Weil) and 225,000 Shares of Beneficial Interest in
the aggregate held by Richard K. Weil, Jr., Mark S. Weil and Paula K. Weil
(siblings of Mr. Weil) the beneficial ownership of which he disclaims.
ELECTION OF TRUSTEES
Unless authorization is withheld, it is intended that proxies received will
be voted in favor of electing as Trustees the six nominees named in the
following table to serve until the next Annual Meeting of Shareholders or until
their successors are elected and qualified. All nominees currently are members
of the Board of Trustees. No nominee is related to any other nominee or trustee.
The election of each nominee requires the affirmative vote of a majority of the
Shares of Beneficial Interest represented at the meeting. Submission of a proxy
withholding authority with respect to a nominee has the effect of failing to
vote for such nominee but does not act as a vote "against" such nominee. Should
any nominee decline or be unable to accept nomination or to serve as a Trustee,
events that the Board of Trustees does not now anticipate, the proxies will be
voted for the election of such other person, if any, as the Board of Trustees
may recommend.
3
<PAGE> 7
Based upon information received from the respective Trustees as of December
29, 1995, the following information with respect to each person is furnished:
<TABLE>
<CAPTION>
POSITION(S) WITH THE TRUST,
PRINCIPAL OCCUPATION, BUSINESS
NAME (AGE) OF TRUSTEE EXPERIENCE AND OTHER DIRECTORSHIPS
- --------------------- ----------------------------------
<S> <C>
Howard Amster Trustee of the Trust since December, 1992;
(48)(a) Investment Consultant with Everen Securities, Inc.
(securities, investments), Director of Astrex, Inc.
(distributor of electronic components).
Robert H. Kanner Trustee of the Trust since December, 1992;
(48)(b) President, Chairman and a Director of Pubco
Corporation and Bobbie Brooks, Incorporated
(affiliated companies with interests in computer
printer supplies, manufacturing, and specialty
construction products). Chairman and a Director of
Aspen Imaging International, Inc., (manufacturer of
computer printer supplies). Director of Riser Foods,
Inc. (food distribution).
John C. Kikol Trustee of the Trust since 1982; President of the
(51) Trust since 1974, Chairman of the Trust since
February, 1995.
Leighton A. Rosenthal Trustee of the Trust since October, 1991; President
(80) LARS Aviation, Inc., (private aircraft charters),
Cleveland, Ohio.
Ludwig Seuffert Trustee of the Trust since 1975; Chairman of the
(66)(c) Board of Trustees from August, 1991 to February,
1995. President, Seuffert Construction Company, Inc.
(commercial and industrial construction company),
Cleveland, Ohio.
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
POSITION(S) WITH THE TRUST,
PRINCIPAL OCCUPATION, BUSINESS
NAME (AGE) OF TRUSTEE EXPERIENCE AND OTHER DIRECTORSHIPS
- --------------------- ----------------------------------
<S> <C>
John D. Weil Trustee of the Trust since June, 1991; President
(55)(d) Clayton Management Co. (bookkeeping and investment
management services), St. Louis, Missouri. Director
of Cliffs Drilling (oil service), Oglebay Norton
Company (lake shipping, mining and manufacturing),
Physicians Insurance Company of Ohio (medical
malpractice insurance) and Todd Shipyards, Inc.
(ship building and repair company).
</TABLE>
- ---------------
(a) Chairman of the Audit Committee, which met once during the fiscal year ended
September 30, 1995. The Audit Committee is responsible for evaluating the
services performed by the Trust's independent auditor, the budget for those
services and, with the Management of the Trust, the Trust's allowance for
possible investment losses.
(b) Chairman of Investment Committee, which met once during the fiscal year
ended September 30, 1995. The Investment Committee is responsible for
evaluating potential investments by the Trust.
(c) Chairman of the Nominating Committee, which met once during the fiscal year
ended September 30, 1995. The Nominating Committee is responsible for
reviewing the qualifications of prospective Trustees. The Nominating
Committee will consider individuals recommended by shareholders for election
at the 1997 Annual Meeting of Shareholders provided such recommendations are
received in writing by September 11, 1996.
(d) Chairman of Compensation Committee, which met once during the fiscal year
ended September 30, 1995. The Compensation Committee is responsible for
reviewing the remuneration of Trustees and executive officers.
Effective February 21, 1995, with the reduction in the number of Trustees from
nine (9) to six (6), each Trustee became a member of all of the Committees of
the Trust, except that Mr. Kikol does not serve on the Compensation Committee.
Except as otherwise indicated in the above table, each Trustee has had the
principal occupation or former occupation indicated for more than five years.
5
<PAGE> 9
During the fiscal year ended September 30, 1995, there were four regular
meetings of the Board of Trustees. Each Trustee other than Mr. Rosenthal,
attended at least 75% of the total number of Board meetings and of meetings held
by all committees of the Board on which he served. Mr. Rosenthal attended all
committee meetings on which he served, but was absent for three of four
quarterly Board meetings. In addition, the Board of Trustees regularly schedules
informal workshop sessions to review and discuss Trust business.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation awarded to, earned by or
paid to the Chairman, President and Chief Executive Officer of the Trust, who
was the only Executive Officer of the Trust whose total salary and bonus
exceeded $100,000 for fiscal 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
NAME AND FISCAL ------------ ALL OTHER
PRINCIPAL YEAR SALARY BONUSES OPTIONS COMPENSATION
POSITION ENDED $ $ GRANTED $ (1)
-------- ----- ------ ------- -------- ------------
<S> <C> <C> <C> <C> <C>
John C. Kikol 9/30/95 $ 135,000 $ 47,000 3,000 $13,197
Chairman, President 9/30/94 134,872 22,500 15,000 8,915
& Chief Executive 9/30/93 131,700 12,500 50,000 8,120
Officer
</TABLE>
- ---------------
(1) For fiscal 1995, represents the premium paid ($1,200) by the Trust for a
"key man" insurance policy for the benefit of the Chief Executive Officer
and his designated heirs and pension plan contribution ($11,997) for the
Chief Executive Officer.
EMPLOYMENT AGREEMENT
Effective as of January 1, 1993, the Trust entered into an Amended and
Restated Employment Agreement (the "Agreement") with John C. Kikol, the Chief
Executive Officer of the Trust. The Agreement obligates the Trust to pay the
Chief Executive Officer an annual base salary, subject to increase at the
discretion of the Board. The Agreement also provides for an annual incentive
cash bonus to the Chief Executive
6
<PAGE> 10
Officer based upon financial goals to be established by the Trust's Compensation
Committee. Either the Trust or the Chief Executive Officer has the right to
terminate the Agreement at any time, for any reason, without any prior notice to
the other; however, in the event of the Trust's termination of the Chief
Executive Officer, or a material change in the Chief Executive Officer's duties
(other than for termination for a felony conviction as described in the
Agreement), the Chief Executive Officer is entitled to a severance payment equal
to the product of the Chief Executive Officer's base monthly salary plus
one-twelfth of the officer's prior year's incentive cash bonus multiplied by a
factor of 1.5 times the number of years the Chief Executive Officer was employed
by the Trust or its previous Adviser, up to a maximum factor of thirty-six. Had
the Trust elected to terminate the Chief Executive Officer as of December 31,
1995, the Trust would have been obligated to pay Mr. Kikol the sum of $546,000
as a severance payment under the above Agreement. Notwithstanding the foregoing,
in the event the Chief Executive Officer refuses to accept a transfer to a
location outside the Cleveland area where the Trust has a substantial
investment, the Trust's obligation for severance payment set forth above shall
be reduced to 50% of the above maximum severance payment. The agreement also
contains certain other provisions customary in executive compensation and
employment agreements.
STOCK OPTION GRANTS
The following table presents information concerning stock options granted
to the named Chief Executive Officer under the Trust's 1992 Stock Option Plan.
The 1992 Stock Option Plan does not provide for Stock Appreciation Rights
("SARs") of any kind.
OPTION GRANTS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- -------------------------------------------------------------------------------- -------------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE 5% 10%
- ---- ----------- ------------ ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
John C. Kikol 3,000 50.0 $3.00 1/1/2005 $ 5,660 $ 14,344
</TABLE>
- --------------
(1) All options were granted on January 1, 1995, are immediately exercisable,
and have an exercise price equal to $3.00 which was the mean between the
closing bid and asked prices of the Trust's shares as reported on the Nasdaq
on December 30, 1994.
7
<PAGE> 11
OPTION EXERCISES/VALUE OF UNEXERCISED OPTIONS
The following table presents information concerning unexercised options to
purchase Shares of Beneficial Interest of the Trust held at the end of fiscal
1995 by the named Chief Executive Officer.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SAR'S AT
SHARES FISCAL YEAR-END(#) SEPTEMBER 30, 1995(1)($)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISES(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John C. Kikol 0 $0 83,500 0 $46,062 0
</TABLE>
- ---------------
(1) Based upon the closing sale price of the Trust's Shares of Beneficial
Interest on the Nasdaq National Market on September 28, 1995 ($3.875), minus
the option exercise price of in-the-money stock options.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Trust's Board of Trustees has delegated to the Compensation Committee
the responsibility to implement a short-term and long-term compensation program
for the Trust's executive officers. The Committee consists of all Trustees with
the exception of Mr. Kikol.
The Trust's executive compensation program is designed to attract,
motivate, and retain highly qualified executive officers that are dedicated to
the short-term and long-term success of the Trust. An important objective of the
compensation program is to integrate the compensation of the executive officers
with the performance of the Trust. Subject to the terms of an existing
employment agreement between the Trust and the Chief Executive Officer ("CEO"),
the Compensation Committee reviews the base salary of the CEO. The Compensation
Committee also reviews the recommendations of the CEO as to the base salary of
the other executive officers. In fixing the base salary of the CEO, the
Compensation Committee takes into account the salaries of CEO's at other real
estate companies, the financial performance of the Trust, and the performance of
the CEO.
8
<PAGE> 12
During the past several years, the Compensation Committee has developed an
incentive bonus compensation program for all employees of the Trust that is
based on projections of the Trust's Funds from Operations for the next fiscal
year. The Trustees believe that the employees' success in controlling expenses,
leasing existing vacancies, and negotiating financial transactions all are
reflected in the Trust's Funds from Operations. Achievement of targeted
increases in Funds from Operations is rewarded by year-end cash bonus awards. In
Fiscal 1995 the Compensation Committee set a target for the Trust's Funds from
Operations, which when met resulted in the establishment of a bonus pool of four
percent (4%) of the final Funds from Operations for all employees of the Trust,
except the CEO, who became eligible for a separate bonus as determined by the
Board of Trustees in its sole discretion. Bonus compensation of the CEO is
subjective and dependent upon achievement of goals and objectives established
for the Trust by the Board of Trustees and a year-end review by the Compensation
Committee of the CEO's success in accomplishing the stated goals and objectives.
Executive compensation also includes the annual consideration of stock
option grants as a long-term incentive to the officers. The amounts of the
grants are subjective and based on the Compensation Committee's evaluation of
the performance of the individual executive and the Trust's financial results.
The Compensation Committee also takes into account the fact that awards under
the option plan promote alignment of executives' interests with those of the
shareholders.
Compensation Committee
<TABLE>
<S> <C>
John Weil, Chairman Ludwig Seuffert, Member
Howard Amster, Member Leighton Rosenthal, Member
Robert H. Kanner, Member
</TABLE>
9
<PAGE> 13
PERFORMANCE COMPARISON
The following graph represents the return that would have been realized by
an investor assuming an investment of $100.00 on October 1, 1990 and assuming
that any distributions were reinvested through fiscal year ended September 30,
1995.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
CTRI VS NASDAQ COMPOSITE INDEX
VS NAREIT ALL REIT TOTAL RETURN INDEX
[CHART]
<TABLE>
<CAPTION>
9/30/90 9/30/91 9/30/92 9/30/93 9/30/94 9/30/95
<S> <C> <C> <C> <C> <C> <C>
NASDAQ 100 153 169 221 222 303
CTRI 100 79 66 109 92 125
NAREIT 100 134 151 197 189 211
</TABLE>
The Trust believes the information provided in the above performance graph has
only limited relevance to an understanding of the Trust's compensation policies
during the indicated period as the Trust believes that the graph does not
reflect all matters appropriately considered by the Trust in developing its
compensation strategy.
10
<PAGE> 14
TRUSTEES COMPENSATION
From October 1, 1994 through February 21, 1995, the Trust compensated all
Trustees (other than Mr. Seuffert, the former Chairman, and Mr. Kikol, who does
not receive fees for service as a Trustee) at a rate of $2,900 per year, and
$465 for each quarterly or special meeting attended. Mr. Seuffert received
compensation of $15,000 per annum which was paid in quarterly installments of
$3,750, said sum being in lieu of all meeting fees. Each Trustee (other than Mr.
Seuffert) also received $325 for each workshop session and $175 for each
committee meeting attended. Effective February 21, 1995, the Trust set
compensation for all Trustees (other than Mr. Kikol, who does not receive fees
for service as a Trustee) at a rate of $8,000 per annum which is paid in
quarterly installments of $2,000, said sum being in lieu of all meeting and
other fees. In addition, all Trustees are reimbursed for actual expenses
incurred in connection with meetings attended or extended services provided.
CERTAIN TRANSACTIONS
On April 10, 1989, the Trust entered into a ten year Lease Agreement for
office space at the Gemini Towers office complex in Westlake, Ohio with Twin
Towers, Ltd. ("Twin Towers"), an Ohio limited partnership. Ludwig Seuffert holds
a position as both a general and limited partner of Twin Towers. At the lease
commencement, Mr. Seuffert held a 10% ownership interest in Twin Towers. The
Lease Agreement was approved by a unanimous vote of disinterested Trustees who
found that the transaction was on terms that were fair and reasonable to the
Trust and no less favorable to the Trust than if the Lease Agreement had been
between the Trust and unaffiliated persons. Mr. Seuffert, James M. Carney, Sr.,
James M. Carney, Jr., and Howard Broadbent who were also Trustees at the lease
commencement and affiliated with Twin Towers abstained from voting on the Lease
Agreement because of their affiliation with Twin Towers. The Lease Agreement
provides for the payment of base rent ranging from $30,000 in the first year to
$52,000 in the tenth year. During the fiscal year ended September 30, 1995, the
Trust made rental payments to Twin Towers in the amount of $53,174 including all
rental adjustments.
ANNUAL REPORT
The Trust's Annual Report to Shareholders for its fiscal year ended
September 30, 1995, including financial statements, is being mailed to
shareholders herewith.
11
<PAGE> 15
INDEPENDENT AUDITORS
Ernst & Young has been appointed as the Trust's independent auditors for
the fiscal year ending September 30, 1996 pursuant to the recommendation of the
Audit Committee of the Board of Trustees. Ernst & Young has served as the
Trust's independent auditors since the Trust was formed in 1971. A
representative of Ernst & Young is expected to be present at the Annual Meeting
with an opportunity to make a statement if he desires to do so and to respond to
appropriate questions with respect to that firm's examination of the Trust's
financial statements and records for the fiscal year ended September 30, 1995.
SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the proxy statement for the 1997 Annual Meeting of Shareholders is
September 11, 1996.
GENERAL INFORMATION
The cost of soliciting proxies on behalf of the Board of Trustees will be
paid by the Trust. Solicitations may be made by personal interview, mail,
telegram or telephone. Arrangements will be made with brokerage houses and other
custodians, nominees and fiduciaries to send proxies and proxy material to their
principals, and the Trust may reimburse them for their expenses in so doing.
Also, officers of the Trust, as yet undesignated, may request the return of
proxies by telephone, telegram or in person.
Financial and other reports will be submitted at the meeting, but it is not
intended that any action will be taken with respect to approval of the matters
referred to in those reports. Shares represented by properly executed proxy
cards will be voted as specified. It is intended that shares represented by
proxies on which no specification has been made will be voted for the election
of the nominees for Trustee named herein or such substitute nominees as the
Board of Trustees may designate. The Board of Trustees is not aware that any
other matters will be brought before the meeting for action, but if any other
matters shall properly come before the meeting it is intended that the persons
authorized under proxies solicited on behalf of the Board of Trustees
12
<PAGE> 16
may, in the absence of instructions to the contrary, vote or act thereon in
accordance with their best judgment.
By Order of the Board of Trustees
CLEVETRUST REALTY INVESTORS
RAYMOND C. NOVINC
Secretary
- --------------------------------------------------------------------------------
| IMPORTANT |
| |
| TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN |
| THE ENCLOSED PROXY PROMPTLY. |
- --------------------------------------------------------------------------------
13
<PAGE> 17
PROXY -- CLEVETRUST REALTY INVESTORS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
John C. Kikol, Ludwig Seuffert, and Raymond C. Novinc, and each of
them, with full power of subsitiution, are hereby authorized to represent and
to vote as designated on the reverse side of this proxy card the shares of the
undersigned at the Annual Meeting of Shareholders of CleveTrust Realty
Investors, to be held on February 20, 1996 and at any adjournment.
(PLEASE READ REVERSE SIDE.)
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
<TABLE>
<S> <C> <C> <C> <C>
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as indicated to vote for
to the contrary all nominees
below) listed at right NOMINEES: Howard Amster 2. In their discretion, the proxies are
Robert H. Kanner authorized to vote upon such other
1. Election of / / / / John C. Kikol matters as may properly come before
Trustees of Leighton A. Rosenthal the meeting and any adjournment or
the terms of Ludwig Seuffert adjournments thereof.
office specified in the Proxy Statement John D. Weil
UNLESS OTHERWISE SPECIFIED, THIS PROXY
(INSTRUCTIONS: To withhold authority to vote for any WILL BE VOTED FOR THE NOMINEES LISTED
individual at right write that nominee's name in the space HEREON.
below.)
PLEASE DATE AND SIGN PROXY EXACTLY AS NAME
__________________________________________________________ APPEARS ON THIS CARD AND RETURN THE PROXY
IN THE ENCLOSED ENVELOPE, NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES.
SIGNATURE_________________________________________ DATE_____________ __________________________________________ DATE___________
SIGNATURE IF HELD JOINTLY
NOTE: When signing as attorney, executor, administrator, trustee or guardian, please give full title as such, if signer is a
corporation, please sign in the full corporation name by duly authorized officer or officers.
</TABLE>
