As filed with the Securities and Exchange Commission on April 30, 1998
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] No fee required.
[ ] 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>
<PAGE>
April 30, 1998
TO PARTICIPANTS, AFL-CIO HOUSING INVESTMENT TRUST
Enclosed is the Notice of the 1998 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 May 19, 1998, the date of the
Annual Meeting.
Sincerely,
/s/ Stephen Coyle
Stephen Coyle
Chief Executive Officer
Please Complete and Return the Enclosed Proxy Within Five Days of Receipt
Enclosures<PAGE>
<PAGE>
AFL-CIO HOUSING INVESTMENT TRUST
------------------
PROXY
-------------------
1998 Annual Meeting of Participants
The undersigned hereby appoints Michael M. Arnold and ElChino M. Martin
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 May 19, 1998 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 1999 Annual
Meeting of Participants and until his successor is elected and qualifies:
Richard Ravitch
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) For the election of four Class III Union Trustees and three Class
III Management Trustees to serve until the 2001 Annual Meeting of Participants
and until their successors are elected and qualify.
Arthur A. Coia (Class III Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Frank Hurt (Class III Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
John J. Sweeney (Class III Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
A.L. "Mike" Monroe (Class III Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Tony Stanley (Class III Management Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
<PAGE>
<PAGE>
Patricia F. Weigert (Class III Management Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Terrance R. Duvernay (Class III Management Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) For the election of certain additional Trustees as set forth
below:
Class I Union Trustee(to serve until the 1999 Annual Meeting of
Participants and until their successors are elected and qualify.
Andrew L. Stern
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Class II Union Trustees to serve until the 2000 Annual Meeting of
Participants and until their successors are elected and qualify:
Edwin D. Hill
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Martin J. Maddaloni
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Class II Management Trustee to serve until the 2000 Annual Meeting of
Participants and until his successor is elected and qualifies:
John E. Cullerton
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(4) For ratification of the Board of Trustees' selection of
Arthur Andersen L.L.P. as independent public accountants for the Trust's 1998
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.
<PAGE>
<PAGE>
AFL-CIO Housing Investment Trust
Notice of 1998 Annual Meeting of Participants
- -----------------------------------------------------------------------------
- ------------------------------------------------------------------------------
To Participants, AFL-CIO Housing Investment Trust:
Notice is hereby given that the 1998 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 Tuesday, May 19, 1998 at 11:00 am
for the following purposes:
1. To elect a Chairman to hold office until the 1999 Annual Meeting of
Participants and until his successor is elected and qualifies.
2. To elect four (4) Class III Union Trustees and three (3) Class III
Management Trustees to hold office until the 2001 Annual Meeting of
Participants and until their respective successors are elected and qualify.
3. To elect one (1) Class I Union Trustee to hold office until the 1999
Annual Meeting of Participants and until their respective sucessors are elected
and qualify: two (2) Class II Union Trustees and one (1) Class II
Management Trustee to hold office until the 2000 Annual Meeting of
Participants and until their respective successors are elected and qualify.
4. To ratify the selection of Arthur Andersen L.L.P. as the independent
public accountants for the Trusts fiscal year ending December 31, 1998.
5. 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 March 31, 1998
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
/s/ Stephen Coyle
Stephen Coyle
Chief Executive Officer
Dated: April 30, 1998<PAGE>
<PAGE>
AFL-CIO Housing Investment Trust
----------------
PROXY STATEMENT
----------------
April 30, 1998
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 Tuesday, May 19, 1998,
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, 1997
was previously mailed to each Participant entitled to vote at the Meeting
together with financial statements for the fiscal year ended December 31,
1997. The Trust will furnish, without charge, a copy of the annual report for
1996 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 April 30, 1998.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the close of business on March 31, 1998, the date set by the Board
of Trustees as the record date for the determination of Participants entitled
to notice of and to vote at the Meeting and any adjournment(s) thereof (the
"Record Date"), there were 1,568,751.2908 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 the Record
Date, will be entitled to vote at the Meeting.
The following table sets forth the beneficial ownership information as of
April 1, 1998, 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 78,437.5645 Units) of the Trust's 1,568,751.2908 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 Number Percent of
of Beneficial Owner of Units Total Units
- -------------------- -------- ------------
Central Pension Fund of the
International Union of
Operating Engineers
415 Chesapeake Street, N.W.
Washington, D.C. 20016 96,994.2998 Units 6.2%
ELECTION OF TRUSTEES
PROPOSAL I: TO ELECT THE CHAIRMAN
PROPOSAL II: TO ELECT FOUR (4) CLASS III UNION TRUSTEES AND
THREE (3) CLASS III MANAGEMENT TRUSTEES
PROPOSAL III: TO ELECT ONE (1) CLASS I UNION TRUSTEE;
TWO (2) CLASS II UNION TRUSTEES; AND
ONE (1) CLASS II MANAGEMENT TRUSTEE
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 18 Trustees, 9 of whom are Union Trustees
(Chavez-Thompson, Coia, Georgine, Hanley, Hurt, Joyce, Monroe, Sweeney and
Trumka), 8 of whom are Management Trustees (Duvernay, Fleischer, Kardy,
Latimer, LaVere, 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.
<PAGE>
<PAGE>
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 Coia*, Duvernay, Hurt*, Monroe*, Stanley,
Sweeney* and Weigert and Chairman Ravitch will expire on the day of the
Meeting. The principal occupations and business experience for the past five
years of these Class III Trustees standing for reelection are described below
under "Nominees for Reelection."
In addition to Class III Trustees standing for reelection, the Board of
Trustees has recommended certain additional nominees to serve on the Board of
Trustees in the class described below. Andrew L. Stern* is standing for
for election as a Class I Union Trustee; Edwin D. Hill* and Martin J.
Maddaloni* are standing for election as Class II Union Trustees and John E.
Cullerton is standing for election as a Class II Management Trustee. The
principal occupation and business experience for the past five years of those
individuals standing for election are described below under "Nominees for
Election."
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 III Trustees
will serve for three-year terms ending in 2001 and until their respective
successors are elected and qualify. Class II Trustees will serve for two-year
terms ending in 2000 and until their respective successors are elected and
qualify. Class I Trustees will serve a one year term 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
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.
*Interested Person of the Trust. See "Information Regarding the Trust for
further discussion.<PAGE>
<PAGE>
NOMINEES FOR REELECTION
The following nominees will stand for reelection at the 1998 meeting of
Participants.
Principal Occupation/
Business Experience
Name During Past 5 Years Age
- ------ ----------------------- ---
Richard Ravitch Principal, Ravitch, Rice & Co. LLC 64
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
Arthur A. Coia* General President (formerly 55
Secretary-Treasurer), Laborers'
International Union of North America
Terrence R. Duvernay Vice President & Co-Manager, Housing 55
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
Frank Hurt* President, Bakery, Confectionery and 59
Tobacco Workers International Union
A. L. Monroe* General President (formerly General 64
Secretary-Treasurer), International
Brotherhood of Painters and Allied
Trades, AFL-CIO
Director, Union Labor Life Insurance
Company
Tony Stanley Executive Vice President and Director, 64
TransCon Builders, Inc.
(building construction)
John Sweeney* President, AFL-CIO 63
formerly International President,
Service Employees International Union
*Interested Person of the Trust. See "Information Regarding the Trust for
further discussion.<PAGE>
<PAGE>
Patricia F. Wiegert Retirement Administrator, Contra Costa 51
County (California) Employees'
Retirement Association
NOMINEES FOR ELECTION
The following nominees will stand for election at the 1998 meeting of
Participants.
Principal Occupation/
Business Experience
Name During Past 5 Years Age
- ------ ----------------------- ---
John E. Cullerton Chairman, 82
Central Pension Fund of the
International Union of Operating
Engineers and Consultant to the
Hotel Employees and Restaurant
Employees International Union
formerly Fund Advisor to Trustees
for the Hotel Employees and
Restaurant Employees International
Union Health, Welfare and Pension Funds
Edwin D. Hill* Secretary, 60
International Brotherhood of
Electrical Workers
formerly International Vice President,
International Brotherhood of
Electrical Workers Third District Office
Martin J. Maddaloni* President, 58
United Association of Journeymen
and Apprentices of the Plumbing
And Pipe Fitting Industry of the
United States and Canada ("UA")
formerly International Vice President,
UA District 2
formerly International Representative,
UA
formerly Special Representative,
UA
Andrew J. Stern* President,
Service Employees International Union 47
INCUMBENT TRUSTEES
The following Trustees will continue in office in accordance with the
Trust's Declaration of Trust, and are expected to stand for reelection at
subsequent annual meetings of Participants.
*Interested Person of the Trust. See "Information Regarding the Trust for
further discussion.<PAGE>
<PAGE>
Principal Occupation/
Business Experience Trustee
Name During Past 5 Years Since Age
- ------ ----------------------- ------- ---
Linda Chavez-Thompson* Executive Vice President, 1996 54
AFL-CIO
Alfred J. Fleischer Chairman, Fleischer-Seeger 1992 77
Construction Corporation
formerly Director, National
Corporation for Housing
Partnerships of Washington, D.C.
Robert A. Georgine* President, Building and 1982 65
Construction Trades Department
AFL-CIO
Chairman and Chief Executive Officer,
Union Labor Life Insurance Company
Francis X. Hanley* General President (formerly General 1990 67
Secretary-Treasurer), International
Union of Operating Engineers
John T. Joyce* President, Bricklayers and Allied 1993 62
Craftsworkers International Union
Director, Union Labor Life Insurance
Company
Walter Kardy President, Specialty Contractors 1996 70
Management, Inc.
George Latimer Chief Executive Officer, National 1996 62
Equity Fund, Professor of Urban
Studies, Macalaster College
formerly Director of Special Actions
Office, U.S. Department of Housing
and Urban Development
formerly Dean, Hamline University Law
School
H.D. LaVere President, 1982 69
Michigan Carpentry, Inc. (residential
building contractor) Labor Relations
Director, Michigan Carpentry
Contractors Association
Marlyn J. Spear Investment Coordinator, Milwaukee 1995 45
and Vicinity Building Trades
United Pension Trust Fund
Richard L. Trumka Secretary-Treasurer, AFL-CIO 1995 48
formerly President, Mine Workers
of America, United
*Interested Person of the Trust. See "Information Regarding the Trust for
further discussion.<PAGE>
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Trust are elected by the Board of Trustees
and serve one-year terms.
Stephen Coyle*, age 52, has served as Chief Executive Officer of the
Trust since 1992. Mr. Coyle served as Director of the Boston Redevelopment
Authority from July 1984 to January 1992. Prior to that, he served as Chief
Executive Officer of John Carl Warnecke & Associates in San Francisco, a
national firm for architecture and urban design. From 1977 through 1980, Mr.
Coyle served the Federal Government in Washington, D.C. as Deputy Under
Secretary of the United States Department of Health and Human Services and
Executive Assistant to the Secretary of the United States Department of
Housing and Urban Development. Mr. Coyle earned his Bachelor's degree from
Brandeis University (Waltham), his Master's degree from the Harvard Kennedy
School of Government, and a law degree from Stanford Law School.
Michael M. Arnold*, age 58, has been the Trust's Director of Investor
Relations since 1985. Mr. Arnold joined the Trust after being employed by the
AFL-CIO Human Resources Development Institute (HRDI) since 1969. During his
tenure with HRDI, he held the positions of area representative, regional
director, assistant director and executive director. As executive director
during the six years prior to being employed by the Trust, he was responsible
for overall administration and fiscal affairs and the general supervision of
staff located at the national office in Washington, D.C. and in field offices
in 59 major metropolitan areas of the country. During this period, Mr. Arnold
had extensive experience in working with officers and staff of international,
state and local labor organizations. In 1967-68, Mr. Arnold was manpower
coordinator and labor liaison officer with the Dallas Community Action Agency.
He is a 38-year member and former local union officer of the International
Union of Bricklayers and Allied Craftsmen, and is also a licensed real estate
broker.
James D. Campbell*, age 44, joined the Trust in 1993 and has served as
Chief Investment Officer since 1995. Mr. Campbell has worked in the private
sector, the public sector and the community non-profit sector, concentrating
on the financing and development of market rate housing, affordable housing,
and mixed-use commercial development. Prior to joining the Trust, he worked
as a Financial Consultant to the Boston Redevelopment Authority where he
prepared financial plans and secured funding for mixed-income housing
development projects. Previously he worked as Vice President for Development
for Related Companies Northeast, directing the development of new residential
condominiums in Boston. He served as Director of the East Cambridge
Riverfront Redevelopment Project, a $1 billion mixed-used redevelopment of
mostly vacant, deteriorated property along the Charles River in Cambridge,
Massachusetts. In addition, Mr. Campbell directed the first neighborhood
housing UDAG; and was Executive Director of a local community development
corporation. Mr. Campbell has a Masters Degree in City Planning from Harvard
University and a Bachelors Degree in Political Science from Syracuse
University.
*Interested Person of the Trust. See "Information Regarding the Trust for
further discussion.<PAGE>
<PAGE>
ElChino M. Martin*, age 37, became General Counsel in January 1998. Mr.
Martin joined the Trust in 1992. From 1992 until 1993, he served as Special
Counsel, when he became Chief of Staff. From 1995 until his appointment as
General Counsel, he served as Chief of Staff and Development Counsel. Prior
to joining the Trust, from 1988 to 1992, Mr. Martin was an associate in the
Real Estate Department of Morrison & Foerster. From 1986 until 1988, he
served as law clerk to the Honorable Gabrielle K. McDonald, U.S. District
Court for the Southern District of Texas. Mr. Martin earned his Bachelor of
Arts degree from the University of North Carolina at Chapel Hill and his Juris
Doctor degree from Yale Law School.
Harry W. Thompson*, age 38, was appointed Controller in December 1997.
Mr. Thompson joined the Trust in 1991. From 1991 until 1993, he served as
Deputy Financial Manager, when he became Controller. Prior to joining the
Trust, from 1988 through 1991, Mr. Thompson was the Controller for Rosewood
Residential, an apartment developer and their predecessor Property Company of
America. From 1985 to 1988, Mr. Thompson held Asset Manager positions with
CRI Inc. and Shelter Can-American. From 1982 to 1985, Mr. Thompson was on the
audit staff of KMG/Main Hurdman, an international accounting firm. Mr.
Thompson earned his Bachelor of Science in Business Administration degree,
with a double major in professional accounting and finance, from The American
University.
Patton H. Roark, Jr.*, age 31, was appointed Portfolio Manager in
December 1997. Mr. Roark joined the Trust in 1993 as Portfolio Manager.
Prior to joining the Trust, Mr. Roark, from 1990 to 1993, was a Senior
Consultant for Price Waterhouse, an international accounting firm. From 1989
to 1990, Mr. Roark was an internal auditor with the Inspector General's office
of the Office of Personnel Management. Mr. Roark is a Chartered Financial
Analyst, Certified Public Accountant and Certified Internal Auditor, and
earned his Bachelors of Science degree in accounting from Shepherd College.
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
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 1997 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).
*Interested Person of the Trust. See "Information Regarding the Trust for
further discussion.<PAGE>
<PAGE>
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 6 times during 1997. 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 Trustee Hanley* and Management Trustees Duvernay,
Latimer, Spear and Stanley. Mr. Stanley served as chairman of this Committee,
which met 2 times during 1997.
The Marketing Committee oversees the marketing policies and strategies of
the Trust. This Committee is currently composed of Union Trustees Chavez-
Thompson* and Monroe*, and Management Trustees Fleischer, Kardy, LaVere and
Spear. Mr. Fleischer served as chairman of this Committee, which met 2 times
during 1997.
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
Stanley and Wiegert, and Union Trustees Trumka*, Hurt and Joyce*. Mr. Hurt
served as chairman of this Committee, which met 2 times during 1997.
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, 1997, while the four committees of the Board of Trustees met a
total of 12 times. Trustees Chavez-Thompson, Trumka, Coia, Latimer, Hanley,
Hurt, Joyce, Monroe and LaVere 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 1997 fiscal year.
COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS
During the fiscal year ended December 31, 1997, the Chairman received an
annual fee of $10,000. 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, 1997
was $16,000. The Trust reimbursed all Trustees for out-of-pocket expenses
incurred in attending Board of Trustees and committee meetings.
*Interested Person of the Trust. See "Information Regarding the Trust for
further discussion.<PAGE>
<PAGE>
During the fiscal year ended December 31, 1997, the Trust employed
Stephen Coyle as Chief Executive Officer pursuant to an employment agreement.
During that period, Mr. Coyle's compensation from the Trust was $135,862.59 in
salary and cash compensation, $73,631.38 of deferred compensation and interest
on compensation previously deferred received in lieu of participation in the
Retirement Plan, and $1,250.00 in matching funds under the AFL-CIO Housing
Investment Trust 401(k) Retirement Plan (the "401(k) Plan"). Pursuant to his
employment agreement, Mr. Coyle was also entitled to receive health and
welfare and life insurance benefits substantially equivalent to those provided
by the AFL-CIO for department heads.
The following table sets forth all compensation, including deferred
compensation, which was paid during 1997 to all executive officers and
directors of the Trust.
<TABLE>
<CAPTION>
1997 Compensation Table
NAME OF PERSON, AGGREGATE PENSION ESTIMATED TOTAL
POSITION COMPENSATION OR RETIREMENT ANNUAL COMPENSATION
FROM TRUST<F1> BENEFITS BENEFITS FROM TRUST
($) ACCRUED AS UPON PAID TO
PART OF TRUST RETIREMENT DIRECTORS<F3>
EXPENSES ($) <F2>($) ($)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stephen Coyle<F4>
Chief Executive can not be not
Officer 135,862.59 74,881.38 determined applicable
Michael M. Arnold<F5>
Director of not
Investor Relations 97,919.05 24,391.41 46,336.23 applicable
Helen R. Kanovsky<F6> not
General Counsel 96,015.85 22,682.92 10,140.06 applicable
James D. Campbell<F7>
Chief Investment not
Officer 113,280.22 22,664.81 12,165.93 applicable
ElChino Martin<F8> not
General Counsel 119,477.93 20,184.62 14,306.83 applicable
Harry Thompson<F9> not
Controller 104,170.00 19,206.60 16,570.23 applicable
Patton H. Roark, Jr.<F10> not
Portfolio Manager 78,530.25 13,498.90 6,904.09 applicable
Richard Ravitch,
Chairman 10,000.00 0.00 0.00 10,000.00
Arthur A. Coia*,
Union Trustee 0.00 0.00 0.00 0.00
Linda Chavez-
Thompson,*
Union Trustee 0.00 0.00 0.00 0.00
*Interested Person of the Trust. See "Information Regarding the Trust for
further discussion.<PAGE>
<PAGE>
Terence R. Duvernay,
Management Trustee 0.00 0.00 0.00 0.00
Alfred J. Fleischer,
Management Trustee 1,500.00 0.00 0.00 1,500.00
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
John T. Joyce*,
Union Trustee 0.00 0.00 0.00 0.00
Walter Kardy,
Management Trustee 0.00 0.00 0.00 0.00
George Latimer,
Management Trustee 0.00 0.00 0.00 0.00
H.D. LaVere,
Management Trustee 0.00 0.00 0.00 0.00
George Miller*,<F11>
Management Trustee 1,000.00 0.00 0.00 1,000.00
A.L. Monroe*,
Union Trustee 0.00 0.00 0.00 0.00
Jack F. Moore*,<F11>
Union Trustee 0.00 0.00 0.00 0.00
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
All Directors and
Officers as a Group
(24 persons) $ 761,255.89 $197,510.64 $106,423.37 $16,000.00
- ----------------------
*Interested Person of the Trust. See "Information Regarding the Trust" for
further discussion.
<PAGE>
<PAGE>
<F1> Compensation figures represent 100% of each executive officer's
compensation for time devoted to Trust matters. Approximately 30% of Mr.
Coyle's time, 36% of Mr. Arnold's time, 30% of Ms. Kanovsky's time, 17% of Mr.
Campbell's time, 2% of Mr. Martin's time, 6% of Mr. Thompson's time and 0% of
Mr. Roark's time was devoted to matters relating to the AFL-CIO Building
Investment Trust ("BIT"). Messrs. Coyle, Arnold and Campbell and Ms. Kanovsky
received compensation from BIT Limited Partnership in addition to the amount
set forth above.
<F2> The Internal Revenue Code limits the permissible 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.
<F3> Includes compensation 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.
<F4> Aggregate Compensation includes $5,591.61 of deferred compensation in
1997 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 $1,250.00
of matching funds accrued under the 401(k) Plan and $73,631.38 of deferred
compensation in lieu of participation in the Retirement Plan. The total amount
of compensation deferred by Mr. Coyle through December 31, 1997 in lieu of
participation in the Retirement Plan, including interest, is $246,385.45 and
the total amount deferred under the 401(k) Plan through December 31, 1997,
including interest and Trust matching, is $18,744.44.
<F5> Aggregate Compensation includes $9,500.00 of deferred compensation in
1997 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 $1,250.00 of matching funds accrued under the
401(k) Plan and $23,141.41 contributed to the Retirement Plan in 1997. The
total amount of compensation deferred by Mr. Arnold as of December 31, 1997
under the 401(k) Plan, including interest and Trust matching, is $231,053.28.
<F6> Aggregate Compensation includes $9,499.88 of deferred compensation in
1997 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 $1,250.00 of matching funds accrued under the
401(k) Plan and $21,432.92 contributed to the Retirement Plan in 1997. The
total amount of compensation deferred by Ms. Kanovsky as of December 31, 1997
under the 401(k) Plan, including interest and Trust matching, is $26,945.12.
<F7> Aggregate Compensation includes $2,080.00 of deferred compensation in
1997 under the 401(k) Plan, and excludes amounts contribute to the Retirement
Plan on Mr. Campbell's behalf. Pension or Retirement Benefits Accrued as Part
of Trust Fund Expenses includes $1,250.00 of matching funds accrued under the
401(k) Plan and $21,414.81 contributed to the Retirement Plan in 1997. The
total amount of compensation deferred by Mr. Campbell's as of December 31,
1996 under the 401(k) Plan, including interest and Trust matching, is
$14,588.05.
<PAGE>
<PAGE>
<F8> Aggregate Compensation includes $9,500.00 of deferred compensation in
1997 under the 401(k) Plan, and excludes amounts contribute to the Retirement
Plan on Mr. Martin's behalf. Pension or Retirement Benefits Accrued as Part
of Trust Fund Expenses includes $1,250.00 of matching funds accrued under the
401(k) Plan and $18,934.62 contributed to the Retirement Plan in 1997. The
total amount of compensation deferred by Mr. Martin's as of December 31, 1996
under the 401(k) Plan, including interest and Trust matching, is $72,997.93.
<F9> Aggregate Compensation includes $9,500.00 of deferred compensation in
1997 under the 401(k) Plan, and excludes amounts contribute to the Retirement
Plan on Mr. Thompson's behalf. Pension or Retirement Benefits Accrued as Part
of Trust Fund Expenses includes $1,250.00 of matching funds accrued under the
401(k) Plan and $17,956.60 contributed to the Retirement Plan in 1997. The
total amount of compensation deferred by Mr. Thompson's as of December 31,
1996 under the 401(k) Plan, including interest and Trust matching, is
$66,759.00.
<F10> Aggregate Compensation includes $2,860.00 of deferred compensation in
1997 under the 401(k) Plan, and excludes amounts contribute to the Retirement
Plan on Mr. Roark's behalf. Pension or Retirement Benefits Accrued as Part of
Trust Fund Expenses includes $1,250.00 of matching funds accrued under the
401(k) Plan and $12,248.90 contributed to the Retirement Plan in 1997. The
total amount of compensation deferred by Mr. Roark's as of December 31, 1996
under the 401(k) Plan, including interest and Trust matching, is $17,778.12.
<F11> Union Trustee Moore and Management Trustee Miller will not stand for
reelection.
</TABLE>
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
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, 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. The Retirement Plan was funded by employer contributions at rates
of 16.9% of eligible employees' base salaries during the six months ended June
30, 1997, and 17.4 percent of eligible employees' base salaries during the six
months ended December 31, 1997. During 1997, the base salaries of Mr. Arnold,
Ms. Kanovsky, Mr. Campbell, Mr. Martin, Mr. Thompson and Mr. Roark were
$135,000, $125,000, $125,000, $110,482, $104,755 and $76,901, respectively.
<PAGE>
<PAGE>
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
retirement1 in specified compensation and years of service classifications.
As of the date hereof, Mr. Arnold, Ms. Kanovsky, Mr. Campbell, Mr. Martin, Mr.
Thompson and Mr. Roark have approximately 13, 3, 5, 5, 7 and 5 credited years
of service, respectively, under the Retirement Plan.
<TABLE>
<CAPTION>
Years of Service
----------------
Final
Average Salary 15<F12> 20<F12> 25<F12> 30<F13> 35<F13>
- -------------- ------ ------ ----- ------- -------
<S> <C> <C> <C> <C> <C>
$ 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 permissible 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.
</TABLE>
Benefits listed in the table are not subject to any deduction for Social
Security benefits or other offset amounts.
<PAGE>
<PAGE>
THE 401(K) PLAN
Under the 401(k) Plan, an eligible employee may agree with the Trust to
set aside up to 15 percent of his or her total compensation, up to a maximum
of $10,000 in 1998. In 1998, the Trust will match dollar-for-dollar the first
$1,350 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. Every employees of the Trust is
eligible to participate in the 401(k) Plan provided such employee has reached
the age of 21 and is not a nonresident alien.
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 a financial hardship. A
financial hardship is an immediate and heavy financial need for which the
employee has no other available resources, and includes medical expenses, the
purchase of a primary residence, the payment of tuition and related
educational fees and the need to prevent eviction from, or foreclosure on the
mortgage of, the employee's primary residence. 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
in one lump sum or in periodic installments beginning the April 1 of the year
following the year in which the employee reaches age 70 1/2. Additionally,
these
amounts must be distributed within a reasonable time following the termination
of the 401(k) Plan or the termination of the employee's employment. An
employee will be entitled to receive a distribution of the amounts in their
account upon the employee's attainment of age 65.
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 1997 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 1997, the distribution
or unconditional vesting of which are not subject to future events.
Name of Individual Amount Paid or Amount Employer
Number of Group Distributed($) Deferred Matching ($)
- ------------------ --------------- -------- ------------
Stephen Coyle -0- 5,591.61 1,250.00
Michael M. Arnold -0- 9,500.00 1,250.00
James D. Campbell -0- 2,080.00 1,250.00
ElChino M. Martin -0- 9,500.00 1,250.00
Harry W. Thompson -0- 9,500.00 1,250.00
Patton H. Roark, Jr. -0- 2,860.00 1,250.00
All executive officers
as a group
(6 persons) -0- 39,031.61 7,250.00
<PAGE>
<PAGE>
DESIGNATION OF AUDITORS
PROPOSAL IV: TO RATIFY THE SELECTION OF ARTHUR ANDERSEN L.L.P. AS INDEPENDENT
PUBLIC ACCOUNTANTS
The Participants will be requested to ratify the Board of Trustees'
selection of Arthur Andersen L.L.P. as the independent public accountants for
the Trust for the current fiscal year. Representatives of Arthur Andersen
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, III, and IV, 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 March 31, 1998.
PROPOSALS FOR 1999 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 1999 Annual Meeting of
Participants (expected to be held in April 1999) must cause such proposal to
be received by the Trust at its principal office not later than December 16,
1998.
OTHER MATTERS
The Trust currently has no independent investment adviser other than
Wellington Management Company LLP. 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 Chief Investment Officer of the Trust under the supervision of the
Executive Committee and, ultimately, the Board of Trustees. Because both the
Chief Executive Officer and the Chief Investment Officer 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 Chief
Investment Officer 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 Chief Investment Officer.
At the date of this Proxy Statement, the Trustees knows 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.
<PAGE>
<PAGE>
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 COYLE, Chief Executive Officer
