June 3, 1996
TO PARTICIPANTS, AFL-CIO HOUSING INVESTMENT TRUST
Enclosed is the Notice of the 1996 Annual Meeting of Participants and a Proxy
Statement
describing the election for Trustees and other indicated matters that are
expected to come up at
the meeting.
Also enclosed is a Proxy for each Participant noting the number of Units held
by that
Participant and the exact name in which those Units are registered. A
Participant that does not
wish to send a representative to the meeting should complete the Proxy and
return it to us in
the enclosed envelope as soon as possible. A copy of the Proxy may be faxed
to us as long as
the originally executed Proxy is postmarked no later than June 24,1996, the
date of the Annual
Meeting.
Sincerely,
Stephen Coyle
Chief Executive Officer
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY WITHIN FIVE DAYS
OF RECEIPT
Enclosures<PAGE>
AFL-CIO HOUSING INVESTMENT TRUST
Notice of 1996 Annual Meeting of Participants
- -----------------------------------------------------------------------------
To Participants, AFL-CIO Housing Investment Trust:
Notice is hereby given that the 1996 Annual Meeting of Participants (the
"Meeting") of the American Federation of Labor and Congress of Industrial
Organizations Housing Investment Trust (the "Trust"), a District of Columbia
common law trust, will be held at the offices of the Trust, 1717 K Street,
N.W., Suite 707, Washington, D.C., 20006 on Monday, June 24, 1996 at 11:00 am
for the following purposes:
1. To elect a Chairman to hold office until the 1997 Annual Meeting
of Participants and until his successor is elected and qualifies.
2. To elect 3 Class I Union Trustees and 3 Class I Management
Trustees to hold office until the 1999 Annual Meeting of Participants and
until their respective successors are elected and qualify.
3. To ratify the selection of KPMG Peat Marwick L.L.P. as the
independent public accountants for the Trust's fiscal year ending December 31,
1996.
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Trustees has fixed the close of business on May 1, 1996 as
the record date for the determination of Participants entitled to notice of
and to vote at the Meeting and any adjournment(s) thereof. Accordingly, only
Participants of record as of the close of business on that date are entitled
to notice of and to vote at the Meeting or at any such adjournment. The
transfer books of the Trust will not be closed.
By Order of the Board of Trustees.
Stephen Coyle
Chief Executive Officer
Dated: May 31, 1996
<PAGE>
As filed with the Securities and Exchange Commission on June 3, 1996
Registration No. 2-78066
--------------------------------
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
[ ] Confidential, for Use of Commission Only
[x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
------------------------------------
AMERICAN FEDERATION OF LABOR AND CONGRESS OF
INDUSTRIAL ORGANIZATIONS HOUSING INVESTMENT TRUST
------------------------------------
PAYMENT OF FILING FEE:
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on the 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:
-----------------
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 Number:
--------------------
3) Filing Party:
-------------------------------------------------------
4) Date Filed:
- --------------------------------------------------------<PAGE>
AFL-CIO HOUSING INVESTMENT TRUST
----------------------
PROXY STATEMENT
----------------------
June 3, 1996
General matters
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the annual meeting of Participants (the "Meeting") of the
American Federation of Labor and Congress of Industrial Organizations Housing
Investment Trust (the "Trust") to be held at the offices of the Trust, 1717 K
Street, N.W., Suite 707, Washington, D.C. 20006, on Monday, June 24, 1996,
beginning at 11:00 am and at any adjournment(s) thereof.
A copy of the Trust's annual report for the year ended December 31, 1995
was previously mailed to each Participant entitled to vote at the Meeting
together with financial statements for the fiscal year ended December 31,
1995. The Trust will furnish, without charge, a copy of the annual report for
1995 and the most recent semi-annual report succeeding the annual report, if
any, to any Participant that requests one. Requests for reports should be
made by placing a collect call to the Trust, at (202) 331-8055, directed to
Stephanie Turman. Written requests may be directed to Michael Arnold,
Director of Investor Relations, AFL-CIO Housing Investment Trust, 1717 K
Street, N.W., Suite 707, Washington, D.C. 20006.
If the Proxy that is enclosed with this Proxy Statement is properly
executed and returned, the Units of Participation it represents will be voted
at the Meeting in accordance with the instructions noted thereon. If no
direction is indicated, the Proxy will be voted in accordance with the
Trustees' recommendations set forth thereon. Any Participant giving a Proxy
may revoke it at any time before it is exercised by giving written notice to
the Trust bearing a date later than the date of the Proxy, by submission of a
later dated Proxy, or by voting in person at the Meeting, which any
Participant may do whether or not such Participant has previously given a
Proxy.
PERSONS MAKING THE SOLICITATION
The Proxy is being solicited by the Board of Trustees of the Trust
through the mail. The cost of solicitation will be paid by the Trust.
Further solicitation of proxies may be made by telephone or oral communication
with some Participants following the original solicitation. Any such further
solicitation will be made by Trustees or officers of the Trust who will not be
compensated therefor. The date on which proxy materials were first mailed to
Participants was June 3, 1996.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the close of business on May 1, 1996, there were 1,126,840.5796
Units of Participation of the Trust outstanding, each Unit being entitled to
one vote. No shares of any other class of securities were outstanding as of
that date.
Only Participants of record as of the close of business on May 1, 1995,
will be entitled to vote at the Meeting.
The following table sets forth the beneficial ownership information as of
May 1, 1995, with respect to each Labor Organization and Eligible Pension Plan
(as each of those terms is defined in the Trust's Declaration of Trust) known
to the Trust to be the beneficial owner of more than 5 percent (that is more
than 56,342.0290 Units) of the Trust's 1,126,840.5796 outstanding Units of
Participation. Because only Labor Organizations and Eligible Pension Plans
are eligible to own Units of Participation in the Trust, no Units of
Participation are owned by any Trustee or nominee individually. The Units are
the only class of securities or units of beneficial ownership issued by the
Trust.
Name and Address of
Beneficial Owner Number of Units Percent of Total Units
Ohio Public Employees'
Retirement System
227 East Town Street
Columbus, Ohio 43215 67,165.5901 Units 5.96%
California Public Employees'
Retirement System
400 "P" Street
Suite 2220
Sacramento, California 96814 65,399.8217 Units 5.80%
<PAGE>
ELECTION OF TRUSTEES
PROPOSAL I: TO ELECT THE CHAIRMAN
PROPOSAL II: TO ELECT FOUR CLASS I UNION TRUSTEES AND
THREE CLASS I MANAGEMENT TRUSTEES
Under the Trust's Declaration of Trust, the Board of Trustees may have up
to 25 Trustees. Up to 12 Trustees may be Union Trustees, up to 12 Trustees
may be Management Trustees, and one Trustee is to be the Chairman. The Board
of Trustees currently consists of 20 Trustees, 11 of whom are Union Trustees
(Coia, Georgine, Hanley, Hurt, Joyce, Lucassen, McEntee, Monroe, Moore,
Sweeney and Trumka), 8 of whom are Management Trustees (Duvernay, Fleischer,
Knoll, LaVere, Miller, Spear, Stanley and Wiegert), and one of whom is the
Chairman (Ravitch). Proxies will not be voted for a greater number of persons
than the number of nominees named.
The Declaration of Trust divides the Union and Management Trustees into
three Classes. Each Class is required to have, insofar as the pool of
Trustees permits, an equal number of Union and Management Trustees. The term
of each Class expires at the third annual meeting following its election; the
term of one Class expires each year. At each annual meeting, the Participants
elect a Chairman to serve until the next annual meeting and such number of
Trustees as is necessary to fill vacancies in the Class whose terms expire as
of that meeting and any Trustee appointed to complete the remainder of a term.
The terms of office of Trustees Hanley*, Lucassen*, McEntee*, Trumka*,
Knoll, LaVere, Miller and Ravitch will expire on the day of the Meeting.
Trustees Hanley*, LaVere, Trumka* and Ravitch have been nominated for
reelection. Trustees Lucassen*, McEntee* and Knoll are not standing for
reelection and will retire from the Board of Trustees following the Meeting.
Trustee Miller will not stand for reelection as a Class I Trustee; however,
Mr. Miller has been appointed by the Board of Trustees to serve the remaining
year of the term of Anthony Presutto, a Class II Management Trustee who passed
away in February 1996. The principal occupations and business experience for
the past five years of these Class I Trustees standing for reelection are
described below under "Nominees for Reelection."
In addition to those Trustees standing for reelection, 3 new nominees
have been nominated to stand for election as Class I Trustees at the Meeting:
Linda Chavez-Thompson, Walter Kardy and George Latimer. None of the new
nominees currently serves, nor have they previously served, as Trustees and
each if elected would occupy a vacant seat on the Board of Trustees. If
elected, nominee Chavez-Thompson* will be Class I Union Trustees, and nominees
Kardy and Latimer will be Class I Management Trustees. The occupation and
business experience of the past five years of the new nominees standing for
election at the Meeting are described below under "New Nominees".
If a proxy in the enclosed form is received from a Participant, the Units
of Participation represented by such Proxy will be voted for the nominees
listed below (unless otherwise indicated on the proxy). Class I Trustees will
serve for three-year terms ending in 1999 and until their respective
successors are elected and qualify.
Although the Trust does not contemplate that any of the nominees will be
unavailable for election, if a vacancy in the slate of nominees should be
occasioned by death or other unexpected occurrence, it is currently
intended<PAGE>
that the proxies will be voted for such other persons, if any, as the
Executive Committee may recommend.
The following information was furnished to the Trust by each nominee and
sets forth the name, age, principal occupation or employment of each nominee
and the period, if applicable, during which he has served as a Trustee of the
Trust. Each nominee has consented to be named in this Proxy Statement and to
serve on the Board of Trustees if elected.
NOMINEES FOR REELECTION
The following nominees will stand for reelection at the 1996 meeting of
Participants.
Principal Occupation/Business Trustee
Name Experience During Past 5 Years Since Age
- -----------------------------------------------------------------------------
Richard Ravitch Principal,
Ravitch, Rice & Co.
formerly President and Chief
Executive Officer, Player Relations
Committee of Major League Baseball
formerly Chairman, Aquarius Management
Corporation (limited profit housing
project management)
formerly Chairman and Chief Executive
Officer, Bowery Savings Bank 1992 62
Francis X. Hanley* General President
(formerly General Secretary-Treasurer),
International Union of Operating
Engineers 1990 65
Richard L. Trumka Secretary-Treasurer,
AFL-CIO
formerly President,
Mine Workers of America, United 1995 46
H. D. LaVere President,
Michigan Carpentry, Inc.
(residential building contractor)
Labor Relations Director,
Michigan Carpentry Contractors
Association 1982 67
NEW NOMINEES
The following nominees have not previously served as Trustees and will
stand for election at the 1996 meeting of Participants.
- ----------------------
*Interested Person of the Trust. See "Information Regarding the Trust" for
further discussion.<PAGE>
Principal Occupation/Business Proposed
Name Experience During Past 5 Years Class Age
- ------------------------------------------------------------------------------
Linda Chavez-Thompson Executive Vice President Class I
AFL-CIO Union Trustee 52
Walter Kardy President, Class I
Specialty Contractors Management, Management
Inc. Trustee 68
George Latimer Chief Executive Officer,
National Equity Fund
Professor of Urban Studies,
Macalaster College
formerly Director of Special Actions
Office,
U.S. Department of Housing and
Urban Development Class I
formerly Dean, Management
Hamline University Law School Trustee 60
INCUMBENT TRUSTEES
The following Trustees will remain in office in accordance with the
Trust's Declaration of Trust, and are expected to stand for reelection at
subsequent annual meetings of Participants.
Principal Occupation/Business Trustee
Name Experience During Past 5 Years Since Age
- ------------------------------------------------------------------------------
Arthur A. Coia* General President
(formerly Secretary-Treasurer),
Laborers' International Union
of North America 1993 53
Terrence R. Duvernay Vice President & Co-Manager,
Housing Group,
Legg Mason,
formerly Director, Public Finance Group,
CS First Boston Corp.
formerly Deputy Secretary,
U.S. Department of Housing and Urban
Development
formerly Executive Director,
Georgia Housing and Finance Authority
Michigan State Housing Development
Authority 1995 53
Alfred J. Fleischer Chairman,
Fleischer-Seeger Construction
Corporation
formerly Director,
National Corporation for Housing
Partnerships of Washington, D.C. 1992
75<PAGE>
Robert A. Georgine* President,
Building and Construction Trades
Department, AFL-CIO
Chairman and Chief Executive Officer,
Union Labor Life Insurance Company 1982 63
Frank Hurt* President,
Bakery, Confectionery and Tobacco
Workers International Union 1993 57
John T. Joyce* President,
Bricklayers and Allied Craftsworkers
International Union
Director,
Union Labor Life Insurance Company 1993 60
George Miller Executive Vice President,
Mason Contractors of America 1987 72
A. L. Monroe* General President (formerly General
Secretary-Treasurer),
International Brotherhood of Painters
and Allied Trades, AFL-CIO
Director,
Union Labor Life Insurance Company 1995 62
Jack F. Moore* Secretary (formerly Vice President)
International Brotherhood of
Electrical Workers 1987 69
Marlyn J. Spear Investment Coordinator, Milwaukee Vicinity
Building Trades United Pension
Trust Fund 1995 43
Tony Stanley Executive Vice President and Director,
TransCon Builders, Inc.
(building construction) 1985 62
John Sweeney* President,
AFL-CIO
formerly International President,
Service Employees International Union 1981 61
Patricia F. Wiegert Retirement Administrator,
Contra Costa County (California)
Employees' Retirement Association 1995 49
- ----------------------
*Interested Person of the Trust. See "Information Regarding the Trust" for
further discussion.<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Trust are elected by the Board of Trustees
and serve one-year terms.
Stephen F. Coyle*
Chief Executive Officer (February 1992 - current)
Age: 50
Prior experience: Director,
Boston Redevelopment Authority
(1984-1992) (chief executive of municipal
planning, housing and economic redevelopment
agency)
William C. Tutt*
Financial Manager (March 1986 - current)
Age: 55
Prior experience: Deputy Financial Manager,
AFL-CIO Housing Investment Trust
(1983-1986)
Financial Manager and Deputy Financial Manager,
AFL-CIO Mortgage Investment Trust
(1979-1983)
Michael M. Arnold*
Director of Investor Relations (April 1985 - current)
Age: 56
Prior experience: Executive Director,
AFL-CIO Human Resources Development Institute
(1979-1985)
Helen R. Kanovsky*
General Counsel (January 1995 - current)
Age: 45
Prior experience: Executive Vice President and General Counsel,
GE Capital Asset Management Corporation
(1990-1995)
Executive Vice President and General Counsel,
(previously Litigation Counsel)
Skyline Financial Services Corporation
(1986-1990)
INFORMATION REGARDING THE TRUST
The Trustees and executive officers listed above whose names are marked
in this Proxy Statement with an asterisk (*) may be considered "interested
persons" of the Trust, within the meaning of Section 2(a)(19) of the
Investment Company Act of 1940, as amended ("Investment Company Act") because
- ----------------------
*Interested Person of the Trust. See "Information Regarding the Trust" for
further discussion.<PAGE>
of their employment by the Trust, the AFL-CIO, sponsor of the Trust, or one of
the member unions of the AFL-CIO, although the Trust does not concede that
they are interested persons within the meaning of that Section.
Because the Trust purchases its investments on a "net" basis, the Trust
paid no commissions during the 1995 fiscal year on its transactions.
There have been no transactions since the beginning of the Trust's last
fiscal year and there are no currently proposed transactions to which the
Trust was or is to be a party, in which the amount involved exceeds $60,000
and in which any of the following persons had or will have a material
interest: (a) any Trustee or Executive Officer of the Trust; (b) any member of
the immediate family of the foregoing persons; or (c) any Participant known to
the Trust to own of record or beneficially more than 5 percent of the Trust's
outstanding Units of Participation. None of the foregoing persons or
Participants has been indebted to the Trust since the beginning of its last
fiscal year in an amount in excess of $60,000 (nor has any corporation or
organization of which any of the foregoing persons is an executive officer,
partner or 10 percent beneficial owner, or any trust or other estate in which
any of the foregoing persons is a trustee or has a substantial beneficial
interest).
ORGANIZATION OF THE BOARD OF TRUSTEES
The Trust maintains four committees: the Executive Committee, the Asset
Management and Program Development Committee, the Marketing Committee, and the
Legal and Audit Committee. The Executive Committee is currently composed of
Chairman Ravitch, who serves as chairman of the Committee, Management Trustee
Stanley, who serves as vice chairman of the Committee, and Union Trustee
Sweeney*. The Executive Committee has all the authority of the Board of
Trustees when the Board is not in session and met 9 times during 1995. The
Executive Committee also functions as a nominating committee. In such
capacity, it will consider nominees recommended by security holders. As of
the date hereof, it has not established any specific procedures to be followed
in submitting recommendations.
The Asset Management and Program Development Committee monitors the
Trust's investment practices and policies, reviews proposed changes thereto,
and considers new investment practices and policies. This Committee is
currently composed of Union Trustees Georgine*, Hanley*, Joyce*, Moore*, and
Sweeney*, and Management Trustees Duvernay, Spear and Stanley. Mr. Moore*
serves as chairman of this Committee, which met 2 times during 1995.
The Marketing Committee oversees the marketing policies and strategies of
the Trust. This Committee is currently composed of Union Trustees
Lucassen* and Monroe*, and Management Trustees Knoll, LaVere, Fleischer and
Spear. Mr. Lucassen* served as chairman of this
Committee, which met 2 times during 1995.
- ----------------------
*Interested Person of the Trust. See "Information Regarding the Trust" for
further discussion.<PAGE>
The Legal and Audit Committee monitors the legal and accounting practices
and performance of the Trust's staff and of its counsel and independent public
accountants. This Committee is currently composed of Management Trustees
Miller, Stanley and Weigert, and Union Trustees Coia*, Hurt* and Joyce*. Mr.
Miller served as chairman of this Committee, which met 2 times during 1995.
No committee functions as a compensation committee as such. The
Executive Committee, however, does make recommendations to the Board of
Trustees concerning compensation payable to Trustees acting in their
capacities as trustees, and compensation payable to executive officers.
The Board of Trustees met 2 times during the Trust's fiscal year ended
December 31, 1995, while the four committees of the Board of Trustees met a
total of 11 times. Trustees Coia, McEntee, Joyce, Monroe, Duvernay, LaVere
and Georgine attended fewer than 75 percent of the aggregate of the total
number of Board of Trustees meetings and total number of meetings of all
committees of which they were members during the 1995 fiscal year; however,
Trustees Joyce, Monroe, Duvernay, LaVere and Georgine attended at least 50
percent of the aggregate of the total number of Board of Trustees meetings and
assigned committee meetings.
COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS
During the fiscal year ended December 31, 1995, the Chairman received an
annual fee of $10,000, and he also received $10,000 representing unpaid annual
fees for the fiscal year ended December 31, 1994. The Trust paid each
Management Trustee who did not waive such fee $500 per day for attendance at
Board of Trustees meetings and committee meetings. The Trust paid no fee to
any Union Trustee. The aggregate compensation paid to Trustees in the year
ended December 31, 1995 was $27,500. The Trust reimbursed all Trustees for
out-of-pocket expenses incurred in attending Board of Trustees and committee
meetings.
During the fiscal year ended December 31, 1995, the Trust employed
Stephen Coyle as Chief Executive Officer pursuant to an employment agreement.
During that period, Mr. Coyle's total cash compensation for time devoted to
Trust matters was $122,753.30 in salary and cash compensation, $45,133.41 of
deferred compensation and interest on compensation previously deferred
received in lieu of participation in the Retirement Plan, and $1,050.00 in
matching funds under the 401(k) Plan. Pursuant to his employment agreement,
Mr. Coyle was also entitled to receive health and welfare and life insurance
benefits substantially equivalent to those provided by the AFL-CIO for
department heads.
The following table sets forth all compensation, including deferred
compensation, which was paid during 1995 to all executive officers and
directors of the Trust.
- ----------------------
*Interested Person of the Trust. See "Information Regarding the Trust" for
further discussion.<PAGE>
<TABLE>
<CAPTION>
1995 COMPENSATION TABLE
NAME OF PERSON, AGGREGATE PENSION ESTIMATED TOTAL
POSITION COMPENSATION OR RETIREMENT ANNUAL COMPENSATION
FROM TRUST<F1> BENEFITS BENEFITS FROM TRUST
($) ACCRUED AS UPON PAID TO
PART OF TRUST RETIREMENT DIRECTORS<F2>
EXPENSES ($) <F11>($) ($)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stephen Coyle<F3>
Chief Executive $122,753.30 $46,183.41 can not be not
Officer determined applicable
William C. Tutt<F4> not
Financial Manager $126,877.52 $22,367.07 $79,708.75 applicable
Michael M. Arnold<F5>
Director of $ 88,722.36 $22,367.07 $32,733.73 not
Investor Relations applicable
Helen R. Kanovsky<F6> not yet not
General Counsel $ 80,201.95 $21,516.52 vested applicable
Richard Ravitch,
Chairman $ 20,000.00 0.00 0.00 20,000.00
Arthur A. Coia*,
Union Trustee $ 0.00 $ 0.00 0.00 $ 0.00
Thomas R. Donahue*,<F7>
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Terence R. Duvernay,
Management Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Alfred J. Fleischer,
Management Trustee $ 1,000.00 $ 0.00 $ 0.00 $1,000.00
Robert A. Georgine*,
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Francis X. Hanley*,
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Frank Hurt*,
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
- ----------------------
*Interested Person of the Trust. See "Information Regarding the Trust" for
further discussion.<PAGE>
John T. Joyce*,
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Joseph Lane Kirkland*,<F8>
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Catherine Baker Knoll,
Management Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
H.D. LaVere,
Management Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Sigurd Lucassen*,<F9>
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Gerald McEntee*,<F9>
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
George Miller,
Management Trustee $ 2,000.00 $ 0.00 $ 0.00 $ 2,000.00
Jack F. Moore*,
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
A.L. Monroe*,
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Anthony R. Presutto<F10>
Management Trustee $ 1,000.00 $ 0.00 $ 0.00 $ 1,000.00
Marlyn J. Spear,
Management Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Tony Stanley,
Management Trustee $ 3,500.00 $ 0.00 $ 0.00 $ 3,500.00
John Sweeney*,
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Richard Trumka*,
Union Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
Patricia F. Wiegert*,
Management Trustee $ 0.00 $ 0.00 $ 0.00 $ 0.00
- ----------------------
*Interested Person of the Trust. See "Information Regarding the Trust" for
further discussion.<PAGE>
</TABLE>
- ---------------------
<F1> Compensation figures represent 100% of each executive officer's
compensation for time devoted to Trust matters. Approximately 31% of Mr.
Coyle's time, 0% of Mr. Tutt's time, 30% of Mr. Arnold's time and 33% of
Ms. Kanovsky's time was devoted to matters relating to the AFL-CIO
Building Investment Trust ("BIT"), which is not a registered 1940 Act
company. Mr. Coyle receives compensation from BIT in addition to the
amount set forth above.
<F2> Includes compensation on from the Trust and all other registered 1940 Act
companies that have a common investment advisor with the Trust, or an
investment advisor that is an affiliated person of the Trust's investment
advisor.
<F3> Aggregate Compensation includes $1,820.00 of deferred compensation
in 1995 under the 401(k) Plan, and excludes compensation deferred in
lieu of participation in the
Retirement Plan, and interest thereon. Pension or Retirement Benefits
Accrued as Part of Trust Fund Expenses includes $1,050.00 of matching
funds accrued under the 401(k) Plan and $45,133.41 of deferred
compensation in lieu of participation in the Retirement Plan. The total
amount of compensation deferred by Mr. Coyle through December 31, 1995
in lieu of participation in the Retirement Plan, including interest, is
$107,166.83, and the total amount deferred under the 401(k) Plan,
through December 31, 1995, including interest and Trust matching, is
$5,036.66.
<F4> Aggregate Compensation includes $9,240.00 of deferred compensation in
1995 under the 401(k) Plan, and excludes amounts contributed to the
Retirement Plan on Mr. Tutt's behalf. Pension or Retirement Benefits
Accrued as Part of
Trust Fund Expenses includes $1,050.00 of matching funds accrued under
the 401(k) Plan and $21,317.07 contributed to the Retirement Plan in
1995. The total amount of compensation deferred by Mr. Tutt as
of December 31, 1995 under the 401(k) Plan, including interest and
Trust matching, is $88,456.71.
<F5> Aggregate Compensation includes $9,240.00 of deferred compensation in
1995 under the 401(k) Plan and excludes amounts contributed to the
Retirement Plan on Mr. Arnold's behalf. Pension or Retirement Benefits
Accrued
as Part of Trust Fund Expenses includes $1,050.00 of matching funds
accrued under the 401(k) Plan and $21,317.07 contributed to the
Retirement Plan in 1995. The total amount of compensation deferred by
Mr. Arnold as of December 31, 1995 under the 401(k) Plan, including
interest and Trust matching, is $138,723.91.
<F6> Aggregate Compensation includes $1,040.00 of deferred compensation in
1995 under the 401(k) Plan and excludes amounts contributed to the
Retirement Plan on Ms. Kanovsky's behalf. Pension or Retirement Benefits
Accrued
as Part of Trust Fund Expenses includes $1,040.00 of matching funds
accrued under the 401(k) Plan and $20,476.52 contributed to
the
Retirement Plan in 1995. The total amount of compensation deferred by
Ms. Kanovsky as of December 31, 1995 under the 401(k) Plan, including
interest and Trust matching, is $1,877.93.
<F7> After leaving his position as Secretary-Treasurer of the AFL-CIO in 1995,
former Union Trustee Donahue resigned from the Board. He will not stand
for reelection.
<F8> After leaving his position as President of the AFL-CIO in 1995, former
Union Trustee Kirkland resigned from the Board. He will not stand for
reelection.
<F9> Union Trustees Lucassen and McEntee and Management Trustee Knoll will not
stand for reelection.
<F10>Management Trustee Presutto passed away in February, 1996.
<F11>The Internal Revenue Code limits the permissable benefit payments
that may be paid under the Retirement Plan. Consequently, the amounts
of retirement benefits that actually may be paid to individual employees
may be significantly lower than as shown, depending on several factors,
including, but not limited to, the employee's years of service,
level of compensation, and actual year of retirement.
Prior to October 1, 1990, the Trust had not established or adopted any
bonus, profit sharing, pension, retirement, stock purchase, or other
compensation or incentive plans for its officers and employees. Personnel
(other than the Chief Executive Officer) were provided pursuant to a Personnel
Contract between the Trust and the AFL-CIO, whereby the Trust reimbursed
the<PAGE>
AFL-CIO for the AFL-CIO's costs of employing the personnel. While the
Personnel Contract was in effect, the personnel participated in the AFL-CIO
Deferred Compensation Plan (the "401(k) Plan"), a defined contribution plan,
and were subject to the AFL-CIO Staff Retirement Plan ("Retirement Plan"), a
defined benefit plan. Any amounts contributed by the AFL-CIO on behalf of
such personnel pursuant to the Retirement Plan were reimbursed by the Trust
pursuant to the Personnel Contract. The Trust adopted the Retirement Plan for
all of its employees except for its Chief Executive Officer, effective as of
October 1, 1990. Also, effective October 1, 1990, the Trust adopted the
401(k) Plan for all of its employees including its Chief Executive Officer
(and subsequent Chief Executive Officers).
THE RETIREMENT PLAN
Under the Retirement Plan, contributions are based on an eligible
employee's base salary. In general, rates are determined actuarially every
other year. As of June 30, 1995, contributions were 17.5 percent of an
eligible employee's base salary. During 1995, the base salaries of Mssrs.
Tutt and Arnold were both $120,435 and Ms. Kanovsky was $115,700.
The Retirement Plan is open to employees of the AFL-CIO and other
participating employers approved by the Retirement Plan's board of trustees
that make contributions to the Retirement Plan on their behalf. Such
employees become members of the Retirement Plan on their first day of
employment that they are scheduled to work at least 1,000 hours during the
next 12 consecutive months.
The Retirement Plan provides a normal retirement pension to eligible
employees for life, beginning at age 65. The amount of this pension depends
on salary and years of credited service at retirement. Eligible employees
will receive 2.80 percent of the average of their highest three years'
earnings ("Final Average Salary") for each year of credited service up to 25
years, and 0.5 percent of their Final Average Salary of each year of credited
service over 25 years. Eligible employees must have at least five years of
service to retire and receive a monthly pension. Eligible employees generally
earn credited service toward their pension for each year that they work for a
participating employer.
An eligible employee can also receive full benefits after reaching age
55, if his or her age plus his or her years of service equals 80 or more. It
is also possible for an employee who meets the combination of 80 requirement
to retire after age 50, but in such event benefits would be reduced 4 percent
for each year or portion thereof that the employee is less than 55 years old.
Set forth below is a table showing estimated annual benefits payable upon
retirement<F12> in specified compensation and years of service
classifications. As
of the date hereof, Mr. Tutt, Mr. Arnold and Ms. Kanovsky have approximately
35, 11 and 1 credited years of service, respectively, under the Retirement
Plan.
<PAGE>
Years of Service
----------------
Final Average
Salary 15<F13> 20<F13> 25<F13> 30<F14> 35<F14>
- ------------------------------------------------------------------------------
$50,000 $ 21,000 $ 28,000 $ 35,000 $ 36,250 $ 37,500
70,000 29,400 39,200 49,000 50,750 52,500
100,000 42,000 56,000 70,000 72,500 75,000
<F12>The Internal Revenue Code limits the permissable benefit payments
that may be paid under the Retirement Plan. Consequently, the amounts
of retirement benefits that actually may be paid to individual employees
may be significantly lower than as shown, depending on several factors,
including, but not limited to, the employee's years of service,
level of compensation, and actual year of retirement.
<F13>2.80 percent per year up to 25 years.
<F14>0.5 percent per year for years over 25 years.
Benefits listed in the table are not subject to any deduction for Social
Security benefits or other offset amounts.
THE 401(K) PLAN
Under the 401(k) Plan, an eligible employee may agree with the Trust to
set aside up to 10 percent of his or her base salary (that is, base weekly pay
exclusive of bonuses, lump-sum payments, or over-time pay), up to a maximum of
$9,500 in 1996. In 1996, the Trust will match dollar-for-dollar the first
$1,150 contributed. The amount set aside by an eligible employee and the
amount of the Trust's matching contribution, if any, will be deposited in a
trust account in the employee's name.
An employee of the Trust is eligible to participate (i) if the employee
is a full-time employee, or (ii) if the employee is a temporary employee who
has been credited with 1,000 hours of service for any year beginning with the
date, or any subsequent anniversary date, of the employee's commencement of
employment with the Trust.
When a participating employee terminates his or her employment, retires,
or becomes disabled, the employee will be able to receive as a lump sum
payment the salary reduction amounts that were contributed to the Trust on the
employee's behalf, the additional amounts that the Trust contributed to the
trust account on the employee's behalf, plus income (less the employee's
allocated share of expenses) earned on these contributions.
If the employee continues to work for the Trust, the employee cannot
withdraw these amounts unless the employee has reached the age of 59 1/2 or
has a financial hardship. A financial hardship is one that is of such
magnitude that it would impair the employee's financial security. The
employee will be required to present evidence of the financial hardship and
upon submission of such evidence may be entitled to withdraw an amount, up to
the balance in the employee's account, to meet the immediate financial need.
The amount in an employee's account must be distributed to the employee
within 60 days following the later of (i) the calendar quarter in which the
employee reaches age 70 1/2 or (ii) the calendar quarter in which the employee
terminates employment with the Trust. Additionally, these amounts must be
distributed no later than 60 days following the year in which the latest of
the following occurs: (i) the employee's attainment of age 65; (ii) the tenth
anniversary of the employee's participation in the 401(k) Plan; or (iii)
termination of the employee's employment.
<PAGE>
A participating employee may borrow from his or her account subject to
certain prescribed limitations.
The following table sets forth the amounts paid or distributed pursuant
to the 401(k) Plan in 1995 to the executive officers listed in the
Compensation Table above, and the amounts deferred and accrued pursuant to the
401(k) Plan for the accounts of such individuals during 1995, the distribution
or unconditional vesting of which are not subject to future events.
Name of Individual or Amount Paid or Amount Employer
Number of Group Distributed ($) Deferred ($) Matching ($)
- -----------------------------------------------------------------------------
Stephen F. Coyle -0- 1,820.00 1,050.00
William C. Tutt -0- 9,240.00 1,050.00
Michael M. Arnold -0- 9,240.00 1,050.00
Helen R. Kanovsky -0- 1,040.00 1,040.00
All executive officers
as a group (4 persons) -0- 21,340.00 4,190.00
<PAGE>
DESIGNATION OF AUDITORS
PROPOSAL III: TO RATIFY THE SELECTION OF KPMG PEAT MARWICK L.L.P. AS
INDEPENDENT PUBLIC ACCOUNTANTS
The Participants will be requested to ratify the Board of Trustees' selection
of KPMG Peat Marwick L.L.P. as the independent public accountants for the
Trust for the current fiscal year. Representatives of KPMG Peat Marwick
L.L.P. will be present at the Meeting. They will be given an opportunity to
make a statement if they desire to do so and will be available to respond to
appropriate questions.
VOTING PROCEDURES
As to Proposals I, II and III, the vote required for approval will be a
majority of the Units represented in person or by proxy at the Meeting. Each
Unit is entitled to one vote. A quorum for the Meeting is the presence in
person or by proxy of Participants holding a majority of Units outstanding at
the close of business on May 1, 1996.
PROPOSALS FOR 1997 ANNUAL MEETING OF PARTICIPANTS
Participants who wish to make a proposal to be included in the Trust's
proxy statement and form of proxy for the Trust's 1997 Annual Meeting of
Participants (expected to be held in April 1997) must cause such proposal to
be received by the Trust at its principal office not later than December 16,
1996.
OTHER MATTERS
The Trust currently has no independent investment adviser other than
Wellington Management Company, whose Investment Advisory Agreement with the
Trust was approved by Participants at the Trust's 1992 Annual Meeting.
Wellington Management, a Massachusetts general partnership, is a registered
investment adviser with principal offices located at 75 State Street, Boston,
Massachusetts 02109. Its Managing Partners are Robert W. Doran, Duncan M.
McFarland and John R. Ryan. Wellington Management is a professional
investment counseling firm that provides investment services to investment
companies, employee benefit plans, endowment funds, foundations, and other
institutions and individuals. The Investment Advisory Agreement requires
Wellington Management Company to furnish investment advisory services
concerning certain of the short-term, liquid assets in the Trust's portfolio
designated by the Trust from time to time. Investment decisions with respect
to Trust assets other than those subject to the Investment Advisory Agreement
with Wellington Management Company are made by the Chief Executive Officer and
by the Financial Manager of the Trust under the supervision of the Executive
Committee and, ultimately, the Board of Trustees. Because both the Chief
Executive Officer and the Financial Manager are officers of the Trust and
neither is engaged in the business of providing securities investment advice
to others, neither the Chief Executive Officer nor the Financial Manager is
registered as an investment adviser under the Investment Advisers Act. For
the foregoing reasons, the Participants will not be asked at the Meeting to
approve any investment advisory contract relating to the Chief Executive
Officer or the Financial Manager.
<PAGE>
At the date of this Proxy Statement, the Trustees know of no other
matters that may come before the Meeting. If any other matter properly comes
before the Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the Units represented by such Proxy in accordance with
their best judgment.
Participants who are unable to attend the Meeting in person are urged to
forward their Proxies without delay. A prompt response will be appreciated.
By Order of the Board of Trustees
STEPHEN F. COYLE, Chief Executive Officer<PAGE>
AFL-CIO HOUSING INVESTMENT TRUST
________________
PROXY
________________
1996 ANNUAL MEETING OF PARTICIPANTS
The undersigned hereby appoints William C. Tutt and Michael M. Arnold and
each of them with power to act without the other and with full power of
substitution, as proxies for and on behalf of the undersigned, to vote all
Units of Participation which the undersigned is entitled to vote at the Annual
Meeting of Participants to be held June 24, 1996 and all adjournments thereof,
with all the powers that the undersigned would possess if personally present
and particularly (but without limiting the generality of the foregoing) to
vote and act as follows:
(1) For the election of a Chairman to serve until the 1997 Annual
Meeting of Participants and until his successor is elected and qualifies:
Richard Ravitch
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) For the election of four Class I Union Trustees and three Class I
Management Trustees to serve until the 1999 Annual Meeting of Participants and
until their successors are elected and qualify:
*Francis X. Hanley (Class I Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
*Richard L. Trumka (Class I Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
H. D. LaVere (Class I Management Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Linda Chavez-Thompson (Class I Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Walter Kardy (Class I Management Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
George Latimer (Class I Management Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ----------------------
*Interested Person of the Trust. See "Information Regarding the Trust" for
further discussion.
<PAGE>
(3) For ratification of the Board of Trustees' selection of KPMG Peat
Marwick L.L.P. as independent public accountants for the Trust's 1996 fiscal
year:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
and upon such other matters as may properly come before the meeting.
The Trustees recommend a vote FOR the above items. ITEMS NOT MARKED
OTHERWISE WILL BE TREATED AS A VOTE FOR THE ITEM. You may strike through or
manually cross out the name of any nominee for Chairman or Trustee for which
you wish to withhold authority to vote.
The Units of Participation represented hereby will be voted in accordance
with instructions contained in this Proxy.
<PAGE>
The undersigned hereby ratifies and confirms all that said proxies or
their substitutes or any of them may lawfully do by virtue hereof. The
undersigned hereby acknowledges receipt of the Notice of 1996 Annual Meeting
of Participants dated May 31, 1996 and the Proxy Statement dated June 3, 1996.
Dated: , 1996
Participant:
------------------------------------------------------
By:
-------------------------------------------------------
(Signature)
-------------------------------------------------------
(Name - please print)
Title:
--------------------------------------------------------
Number of Units:
--------------------------------------------------------
Please sign your name and indicate your capacity as attorney, trustee or
official of a Participant.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
IMPORTANT - PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
SELF-ADDRESSED, STAMPED ENVELOPE. YOU MAY FAX A COPY OF THE PROXY TO THE
TRUST AS LONG AS THE MANUALLY EXECUTED ORIGINAL PROXY IS MAILED NO LATER THAN
JUNE 24, 1996, THE DATE OF THE ANNUAL MEETING. The Trust's fax number is
202/331-8190.
