DIVERSIFIED REALTY, INC.
110 Second Street South
P.O. Box 2249
Great Falls, Montana 59405
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 22, 1996
To the Shareholders of Diversified Realty, Inc.:
The annual meeting of Shareholders of Diversified Realty, Inc. will be held
at the offices of the Company, 110 Second Street South, Great Falls, Montana,
on Tuesday, October 22, 1996, at 9:00 a.m., for the following purposes:
1.To elect three directors to hold office until the next annual meeting of
shareholders or until their successors are duly elected and qualified.
2.To consider and act upon a proposal to authorize the Board of Directors
of the Company to select an Independent Certified Public Accounting firm to
audit the Company's financial statements for 1996.
3.To transact such other business as may properly come before the meeting or
any adjournment of the meeting.
The Company has fixed the close of business on August 31, 1996, as the record
date for the determination of shareholders entitled to notice of and to vote
at the meeting or adjournments thereof, and only shareholders of record at
such time will be entitled to voting rights.
DIVERSIFIED REALTY, INC.
K. King,
Assistant Secretary-Treasurer
Great Falls, Montana
Dated: September 27, 1996
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DIVERSIFIED REALTY, INC.
110 Second Street South
P.O. Box 2249
Great Falls, Montana 59405
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 22, 1996
Approximate date proxy material sent to shareholders: September 22, 1996
SOLICITATION AND REVOCATION OF PROXY
This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the management of Diversified Realty, Inc.
(the "Company" or "DRI") for its use at the annual meeting of shareholders to
be held on Tuesday, October 22, 1996, at 9:00 a.m., in Great Falls, Montana.
Any shareholder signing and returning a proxy in the form enclosed with this
statement may revoke such proxy by written notice to the Company or by
attending the meeting and voting in person.
Shareholders will be entitled to cast one vote for each share of common stock
held by them of record at the close of business on the record date on any
matter that may be presented at the meeting for consideration and action by
the shareholders, except that shareholders will have cumulative voting rights
with respect to the election of directors. Cumulative voting entitles each
shareholder to cast for one nominee a total number of votes equal to the
number of shares the shareholder held of record at the close of business on
the record date multiplied by the number of directors to be elected, or to
distribute that total number of votes among as many nominees as the
shareholder chooses. Directors are elected by a plurality of the votes cast
at a meeting at which a majority of the shares entitled to vote are present
in person oe by proxy. Where proxies are marked "withhold authority", these
shares are included in the determination of the number of shares present and
voting. Broker non-votes are not counted in the determination of the number
of shares present and voting. You may withhold your vote from any nominee(s)
for Director by striking a line through the nominee's name(s) on the proxy
form. If you return a signed proxy form that does not indicate your voting
preferences, your shares will be voted for the election of the nominated
Directors.
The record date for the determination of shareholders entitled to voting
rights at the meeting is the close of business on August 31, 1996. The annual
report to shareholders for the year ended December 31, 1995, accompanies this
proxy statement.
Expenses in connection with this proxy statement including postage, printing
and handling, will be paid by the Company. Solicitation may be made of some
stockholders by certain directors, officers and employees of the Company in
person or by telephone or telegraph. Employees, directors and officers of the
Company who may participate in the solicitation of proxies will be reimbursed
for out-of-pocket expenses and may receive remuneration for time spent. The
Company expects that the amount of remuneration, if any, to be paid to those
who solicit proxies will not exceed the total sum of $250.00
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VOTING SECURITIES, OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the close of business on August 31, 1996, 1,873,038 shares of Common
Stock, no par value, were outstanding and are entitled to vote at this
meeting.
The common stock of the Company is not traded on any securities exchange, nor
are records kept of any quotation by securities dealers or the National
Quotation Bureau, Inc. To the best knowledge of the Company, bid and asked
quotations for DRI common stock are not reported in any newspaper.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is certain information concerning persons who are known by
the Company to own beneficially more than 5% of the Company's voting shares
on August 31, 1996.
Amount and
Nature of
Name and Address of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
No Par Value M Corp 1,572,257(1) 83.9%
Common Stock 110 Second Street South
Great Falls, Montana
(1) S. M. McCann, and other members of the Anne Marie and Paul J. McCann
family own, directly or indirectly, a majority of the outstanding stock of
M Corp which owns 1,572,257 shares (83.9%) of the outstanding stock of
Diversified Realty, Inc. Members of the Anne Marie and Paul J. McCann family
personally own a total of 3,033 shares (.2%) of the Company's outstanding
stock. Paul J. McCann disclaims beneficial ownership in any shares of stock
not owned of record by him. Anne Marie McCann disclaims beneficial ownership
in any shares of stock not owned of record by her.
SECURITY OWNERSHIP OF MANAGEMENT
The table at the top of the following page sets forth as of August 31, 1996,
information concerning the beneficial ownership of the Company's common stock
by each director, nominee for director and each executive officer named in
the Company's Summary Compensation Table and by all directors and executive
officers of the Company as a group. Except as otherwise noted, each
beneficial owner listed has sole investment and voting power with respect to
the common stock indicated.
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Name of Individual or Amount and Nature Percent
Number of Persons In Group of Beneficial Ownership of Class
Charles E. Reed 20 Direct *
L. H. LaValley -- --
S. M. McCann -- --
All Directors and Executive
Officers as a Group (3 Persons) 20(1) *
(1)See note (1) under Security Ownership of Certain Beneficial Owners on
previous page.
*Less than 1 percent.
Based solely on its review of reports of persons subject to Section 16(a) of
the Securities and Exchange Act, the Company believes that required reports
were filed in a timely manner disclosing transactions involving the Company's
common stock.
CHANGES IN CONTROL
The Company knows of no contractual arrangements which may at a subsequent
date result in a change in control of the Company.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTORS
Three present directors of the Company are management's nominees for election
as directors of the Company to constitute the entire Board of Directors to
hold office until the next annual meeting of shareholders or until their
successors are duly elected and qualified.
It is the intention of the persons named in the accompanying proxy to vote
FOR the election of the nominees named below unless directed otherwise. It
is expected that if these nominees should decline or be unable to serve, the
proxy will be voted to fill any vacancies so arising in accordance with the
discretionary authority of the persons named in the proxy.
Unless otherwise indicated all of the nominees for directors have occupied
their present position for more than five years. The schedule on the
following page sets forth certain information concerning the nominees.
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Name Age Principal Occupation
L. H. LaValley 32 Vice President,
President TranSecurities International, Inc.;
Director of UAC, Inc.
Spokane, Washington
Charles E. Reed 78 President, Continental Realty
Vice President Butte, Montana
S. M. McCann 33 Attorney at Law; Director of GNI,
Inc. (parent company of M Corp);
Director of M Corp and UAC, Inc.;
San Luis Obispo, California
REMUNERATION OF DIRECTORS AND OFFICERS
The Company has not adopted a formal plan for the compensation of directors.
During 1995 the Company paid a total of $250 for directors fees.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table lists the cash compensation
paid by the Company to the Company's President for 1995, 1994 and 1993. No
officer or director of the Company received total cash compensation in excess
of $100,000 for 1995, 1994 or 1993.
Name of Individual Calendar Total Cash
and Position Year Compensation
L. H. LaValley 1995 $ -
President, Director 1994 $250
1993 $100
The Company does not have any stock appreciation rights plans, stock option
plans or long-term incentive plans and there was no other material
compensation paid during 1995, 1994 or 1993.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
An independent certified public accounting firm has not yet been selected to
audit the Company's financial statements for 1996. To allow the Board of
Directors flexibilty, the Board of Directors requests shareholder approval
authorizing the Board of Directors to select an independent certified public
accounting firm to audit the Company's financial statements for 1996.
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The Board of Directors can select an independent accounting firm without
shareholder approval, however, the Board has requested shareholder approval
as a matter of courtesy to shareholders. In the event of a negative vote by
the shareholders on the matter, the Board will select an independent
accounting firm to audit the Company's financial statements for 1996 and may
subsequently request ratification of the selection by the shareholders.
Dwyer & Keith, CPAs, P.C., served as the Company's independent auditors for
1995. A representative of Dwyer & Keith, CPAs, P.C. is not expected to
attend the shareholders meeting. If a representative of Dwyer & Keith, CPAs,
P.C. is at the meeting, he will be welcome to make whatever statement he
desires on behalf of his firm and he will be available to respond to
appropriate questions addressed to him. No substantial services other than
auditing have been provided by Dwyer & Keith, CPAs, P.C., or any other public
accountant.
The firm of Dwyer & Keith, CPAs, P.C. has not resigned or declined to stand
for re-election nor has that firm been dismissed by the Board of Directors as
the Company's independent certified public accountants. There have been no
material disagreements between the Company and Dwyer & Keith, CPAs, P.C. on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. The reports of Dwyer & Keith,
CPAs, P.C. on the Company's financial statements for the past two years have
been unqualified.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
It is anticipated that the 1997 annual meeting of shareholders will be held
in July, 1997. Stockholder proposals intended for presentation at the
meeting must be received by the Company for inclusion in its proxy statement
and form of proxy relating to the meeting no later than April 15, 1997.
OTHER INFORMATION
The Company has only one committee, the executive committee. The Board of
Directors has not appointed an audit committee, compensation committee or a
nominating committee.
The executive committee consists of two directors, S. M. McCann and L. H.
LaValley. The executive committee meets on call and has authority to act on
most matters during the intervals between Board meetings.
The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company.
Members of the Board are kept informed of the Company's business by reports
and documents sent to them as well as by operating and financial reports
submitted to them at Board meetings.
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Meetings of the Board of Directors are held as needed, and there is also an
organizational meeting following the conclusion of the shareholders meeting.
The Board held two meetings in 1995 attended by two-thirds of all directors.
The Company will furnish, without charge, to any record holder or beneficial
owner of its Common Stock on such record date, upon receipt of a written
request, a copy of its Annual Report to the Securities and Exchange
Commission on Form 10-KSB. Written requests should be directed to
Diversified Realty, Inc., to the attention of the Corporate Secretary at
P.O. Box 2249, Great Falls, Montana 59403-2249.
MANNER IN WHICH PROXIES WILL BE VOTED
All properly executed proxies received by management will be voted. In the
absence of contrary direction, management proposes to vote the proxies FOR
the election of each of the above nominees to the Board of Directors, each to
hold office until the next annual meeting of shareholders or until his
successor is duly elected and qualified and to vote the proxies FOR the
proposal authorizing the Board of Directors to select an independent
certified public accounting firm to audit the Company's financial statements
for 1996.
Management knows of no other business to be presented for action at the
meeting other than the matters stated above. If any other matters should
properly come before the meeting, it is intended that the proxy agents named
in the proxy will vote thereon in accordance with their best judgment.
Whether or not you expect to be present at the meeting, you are urged to
execute and return the enclosed form of proxy.
By Order of the Board of Directors,
K. King,
Assistant Secretary-Treasurer
September 27, 1996
Great Falls, Montana
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THIS PROXY SOLICITED BY MANAGEMENT
DIVERSIFIED REALTY, INC.
The undersigned hereby appoints Charles E. Reed, K. King, and L. H. LaValley
and each of them, with full power of substitution, to represent the
undersigned and to vote all stock registered in the name of the undersigned
at the annual meeting of shareholders of Diversified Realty, Inc. to be
held at 110 Second Street South, Great Falls, Montana, on Tuesday, October 22,
1996, at 9:00 a.m., and at any adjournments thereof, on the proposals listed
below and as more particularly described in the Company's proxy statement and
in their discretion upon such other matters as may properly come before the
meeting. All powers of said proxies or substitutes shall be exercised by a
majority of them, or if only one shall act, then by that one.
Management recommends a vote FOR the following proposals:
1.Election of the three directors listed below as proposed in the
accompanying proxy statement.
FOR all nominees listed below WITHHOLD AUTHORITY to vote
(except as marked_to the for all_nominees listed
contrary below) |_| below |_|
Instruction: To withhold authority to vote for any individual
nominee strike a line through the nominee's name in the list below.
L. H. LaValley, S. M. McCann, Charles E. Reed
2.Authorize the Board of Directors to select an Independent Certified
Public Accounting firm to audit the Company's financial statements
for 1996.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
3.To transact such other business as may properly come before the meeting or
any adjournment of the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED
HEREIN BY THE UNDERSIGNED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR ITEMS 1 AND 2 LISTED ABOVE.
DATED ____________________, 1996
________________________________
Signature of Shareholder
________________________________
Signature of Shareholder
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN THIS PROXY.
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