<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
IRT PROPERTY COMPANY
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(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 No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
IRT PROPERTY COMPANY
200 GALLERIA PARKWAY, SUITE 1400
ATLANTA, GEORGIA 30339
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 13, 1996
To the Shareholders of IRT Property Company:
The Annual Meeting of Shareholders (the "Annual Meeting") of IRT Property
Company, a Georgia corporation (the "Company"), will be held at the Cobb
Galleria Centre, Two Galleria Parkway, Suite 105, Atlanta, Georgia, on Monday,
May 13, 1996, at 10:00 a.m. local time, for the following purposes:
1. To elect eight directors to serve until the annual meeting of
shareholders in 1997 or, in the case of each director, until his or her
successor is duly elected and qualified; and
2. To transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.
Only shareholders of record at the close of business on March 25, 1996 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
thereof. A complete list of shareholders entitled to vote at the Annual Meeting
will be available at the Annual Meeting.
The Company's Proxy Statement and the Annual Report for the fiscal year
ended December 31, 1995 are enclosed.
By Order of the Board of Directors
LEE A. HARRIS
Senior Vice President & Secretary
Atlanta, Georgia
April 8, 1996
YOU ARE URGED TO COMPLETE, SIGN, DATE, AND RETURN YOUR PROXY PROMPTLY IN THE
ENVELOPE PROVIDED SO THAT YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH YOUR
WISHES. RETURNING YOUR PROXY DOES NOT DEPRIVE YOU OF YOUR RIGHT TO ATTEND THE
MEETING AND VOTE YOUR SHARES IN PERSON.
<PAGE> 3
IRT PROPERTY COMPANY
200 GALLERIA PARKWAY, SUITE 1400
ATLANTA, GEORGIA 30339
---------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 13, 1996 AND ANY ADJOURNMENTS THEREOF
---------------------
APPROXIMATE DATE PROXY MATERIAL FIRST SENT TO SHAREHOLDERS:
APRIL 8, 1996
GENERAL INFORMATION
The enclosed proxy is solicited by the Board of Directors of IRT Property
Company (the "Company") for use at the Annual Meeting of Shareholders (the
"Annual Meeting") of the Company to be held at 10:00 a.m. local time at the Cobb
Galleria Centre, Two Galleria Parkway, Suite 105, Atlanta, Georgia, on May 13,
1996 and any adjournments thereof. The enclosed proxy is revocable at any time
before its exercise at the Annual Meeting by (i) written notice to the Secretary
of the Company, (ii) properly submitting to the Company a duly executed proxy
bearing a later date, or (iii) attending the Annual Meeting and voting in
person.
All properly executed proxies delivered pursuant to this solicitation and
not revoked will be voted at the Annual Meeting in accordance with directions
given. Regarding the election of directors to serve until the annual meeting of
shareholders in 1997, in voting by proxy, shareholders may vote in favor of all
nominees or withhold their votes as to all nominees or withhold their votes as
to specific nominees. If a shareholder does not specify otherwise, the shares
represented by his or her proxy will be voted "FOR" the election of all
nominees.
The Company has only one class of capital stock, its Common Stock, $1 par
value, of which, as of March 25, 1996, 25,726,501 shares were outstanding. Each
outstanding share of Common Stock is entitled to one vote. Shareholders entitled
to vote or to execute proxies with respect to the Annual Meeting are
shareholders of record at the close of business March 25, 1996.
Pursuant to the Company's Articles of Incorporation and By-Laws, the
holders of Common Stock entitled to cast a majority of the votes on the matters
at issue at the Annual Meeting, present in person or by proxy, shall constitute
a quorum. For the purpose of determining a quorum, abstentions and broker
non-votes will be counted as present. A broker non-vote occurs when shares held
by brokers or nominees for beneficial owners are voted on some matters, but not
on others.
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SECURITY OWNERSHIP BY CERTAIN BENEFICIAL HOLDERS
The following table sets forth information as of the date indicated with
respect to the only persons who are known by the Company to be the beneficial
owners of more than 5% of the outstanding shares of the Company's Common Stock:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER DATE OWNERSHIP OF CLASS
------------------------------------------------ ------- ----------------- --------
<S> <C> <C> <C>
HB Korenvaes Investments, L.P. 2/9/96 4,151,739(1) 13.91%
777 Main Street
Suite 2750
Fort Worth, TX 76102
Franklin Resources, Inc. 2/12/96 1,606,400(2) 6.3%
777 Mariners Island Blvd.
San Mateo, California 94404
</TABLE>
- - ---------------
(1) This information is contained in a Schedule 13G dated February 9, 1996 filed
by HB Korenvaes Investments, L.P. with the Securities and Exchange
Commission, a copy of which was received by the Company. Such Schedule 13G
states that (i) at December 31, 1995, the reporting person owned
$46,707,000 face amount of the Company's 7.3% Convertible Subordinated
Debentures due August 15, 2003 which are convertible into 4,151,739 shares
of the Common Stock, $1 par value of the Company and (ii) the reporting
person has sole voting and dispositive power with respect to such 4,151,739
shares.
(2) This information is contained in a Schedule 13G dated February 12, 1996
filed by Franklin Resources, Inc. with the Securities and Exchange
Commission, a copy of which was received by the Company. Such Schedule 13G
states that the reporting person has sole voting and shared dispositive
power with respect to 1,606,400 shares.
The beneficial ownership of directors and executive officers is set forth
under "ELECTION OF DIRECTORS" below.
ELECTION OF DIRECTORS
The Board of Directors is elected at each annual meeting of shareholders
for a one-year term. Eight incumbent directors have been nominated and have
agreed to serve as directors if elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" DONALD W. MACLEOD; THOMAS H.
MCAULEY; MARY M. THOMAS; HOMER B. GIBBS, JR.; SAMUEL W. KENDRICK; BRUCE A.
MORRICE; JAMES H. NOBIL; AND LOUIS P. WOLFORT AS DIRECTORS TO HOLD OFFICE UNTIL
THE ANNUAL MEETING OF SHAREHOLDERS IN 1997 AND UNTIL THEIR SUCCESSORS ARE
ELECTED AND QUALIFIED. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A PLURALITY OF THE
SHARES OF COMMON STOCK CAST AT THE ANNUAL MEETING IS REQUIRED WITH RESPECT TO
THE ELECTION OF THE NOMINEES. ABSTENTIONS AND BROKER NON-VOTES WILL HAVE NO
EFFECT ON THE ELECTION OF DIRECTORS.
CERTAIN INFORMATION CONCERNING NOMINEES AND NAMED EXECUTIVE OFFICERS
The following table sets forth the name and age of each nominee for
election to the Board of Directors of the Company and information as of March
25, 1996 regarding the beneficial ownership of the Company's Common Stock by
each director of the Company, by the Named Executive Officers (as hereinafter
defined),
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and by all directors and executive officers as a group. The amounts shown are
based upon information furnished by the individuals named.
<TABLE>
<CAPTION>
COMPANY SHARES OWNED PERCENTAGE OF
BENEFICIALLY AND OUTSTANDING
NAME CURRENT POSITION WITH NATURE OF BENEFICIAL SHARES OWNED
(DIRECTOR SINCE) AGE COMPANY OWNERSHIP(1) BENEFICIALLY(1)
- - --------------------------------- --- ----------------------- -------------------- ---------------
<S> <C> <C> <C> <C>
NOMINEES
Donald W. MacLeod(2) 70 Chairman of the Board 289,097(6) 1.12%
(1969) and Chief Executive
Officer
Thomas H. McAuley(2) 50 President and Chief 81,000(7) (9)
(1987) Operating Officer;
Director
Mary M. Thomas(2) 49 Executive Vice 70,803(7) (9)
(1994) President and Chief
Financial Officer;
Director
Homer B. Gibbs, Jr.(3)(4) 64 Director 28,716(7)(8) (9)
(1976)
Samuel W. Kendrick(2)(4) 56 Director 5,430(7) (9)
(1993)
Bruce A. Morrice(3)(4) 62 Director 15,762(7)(8) (9)
(1986)
James H. Nobil(2)(4) 65 Director 39,956(7)(8) (9)
(1976)(5)
Louis P. Wolfort(3)(4) 79 Director 71,289(7)(8) (9)
(1970)
OTHER NAMED EXECUTIVE OFFICERS
W. Benjamin Jones III 46 Executive Vice 52,603(7) (9)
President
Robert E. Mitzel 47 Executive Vice 49,797(7)(8) (9)
President
ALL DIRECTORS, NOMINEES, AND
EXECUTIVE OFFICERS
(17 PERSONS) AS A GROUP 842,620(10) 3.23%
</TABLE>
- - ---------------
(1) The amounts and percentages of the Company's Common Stock beneficially
owned are reported on the basis of regulations of the Securities and
Exchange Commission governing the determination of beneficial ownership of
securities. The beneficial owner has both voting and investment power over
the shares, unless otherwise indicated.
(2) Member of the Executive Committee.
(3) Member of the Audit Committee.
(4) Member of the Compensation Committee. The Compensation Committee also acts
as the Stock Option Committee.
(5) Date of initial service as a trustee of Summit Properties. Directorship in
the Company commenced on the June 20, 1979 effective date of the merger of
Summit Properties with and into the Company.
(6) This amount includes 72,500 shares which Mr. MacLeod has the right to
acquire pursuant to grants under the Company's Stock Option Plan. This
amount also includes 7,233 shares owned by
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<PAGE> 6
Mr. MacLeod's wife. Mr. MacLeod is deemed to be the beneficial owner of
such shares under the regulations of the Securities and Exchange
Commission, but he disclaims such beneficial ownership.
(7) The number of shares reflected as being owned includes 63,750 shares for
Mr. McAuley; 42,375 shares for Ms. Thomas; 6,250 shares for Mr. Nobil;
7,500 shares for Mr. Wolfort; 8,750 shares each for Messrs. Gibbs and
Morrice; 3,750 shares for Mr. Kendrick; 40,293 shares for Mr. Jones; and
38,750 shares for Mr. Mitzel which each has the right to acquire pursuant
to the Company's Stock Option Plan.
(8) The number of shares reflected as being beneficially owned by Mr. Morrice
includes 2,966 shares owned by a marital trust, over which he has no voting
or investment power; and with regard to Mr. Nobil includes 30,932 shares
owned by his wife and 781 shares owned by a trust; and with regard to
Messrs. Gibbs, Wolfort, and Mitzel includes 2,500, 577, and 392 shares,
respectively, owned by their wives; and with regard to Ms. Thomas includes
100 shares owned by her daughter. Messrs. Morrice, Nobil, Gibbs, Wolfort,
and Mitzel and Ms. Thomas are deemed to be beneficial owners of such shares
under the regulations of the Securities and Exchange Commission, but they
disclaim such beneficial ownership.
(9) Less than 1%.
(10) This amount includes 368,593 shares which the Company's executive officers
have the right to acquire and 35,000 shares which the Company's
non-management directors have the right to acquire pursuant to the
Company's Stock Option Plan. Additionally, this amount includes 49,573
shares owned by spouses of the directors and executive officers, 3,747
shares owned by two separate trusts and 100 shares owned by Ms. Thomas'
daughter. The directors and executive officers are deemed to be the
beneficial owners of such shares under the regulations of the Securities
and Exchange Commission, but they disclaim beneficial ownership in such
shares.
COMMITTEES OF THE BOARD OF DIRECTORS; MEETINGS AND COMPENSATION OF DIRECTORS
In accordance with the By-Laws of the Company, the Board of Directors has
established an Executive Committee, an Audit Committee, and a Compensation
Committee (which also serves as a Stock Option Committee). The members of these
Committees are indicated in the preceding section of this Proxy Statement.
The Executive Committee, during the interval between meetings of the Board
of Directors, may exercise the powers of the Board of Directors except with
respect to a limited number of matters which include (i) amending the Articles
of Incorporation or the By-Laws of the Company, (ii) adopting a plan of merger
or consolidation, (iii) the sale, lease, exchange, or other disposition of all
or substantially all the property and assets of the Company, and (iv) a
voluntary dissolution of the Company or a revocation thereof. The Executive
Committee may also serve as a Nominating Committee which serves the limited
purpose of nominating persons to serve as directors of the Company. The full
Board of Directors, however, currently acts as the Nominating Committee and as
such, nominated the eight persons named in the foregoing table. No
recommendations were submitted by shareholders with respect to the nomination of
directors, and the Nominating Committee has no policy with respect to whether or
not it would consider such recommendations by shareholders. The Executive
Committee held no meetings during 1995.
The Audit Committee, composed entirely of outside directors, approves any
transactions involving related parties, recommends to the Board of Directors the
engagement of the independent auditors of the Company, and reviews with the
independent auditors the scope and results of the Company's audits, the
Company's
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<PAGE> 7
internal accounting controls and the professional services furnished by the
independent auditors to the Company. The Audit Committee met once in 1995.
The Compensation Committee, composed entirely of outside directors,
determines the salary and other compensation to be paid to the executive
officers of the Company. It also acts as the Stock Option Committee and is
responsible for the administration of the Company's Stock Option Plan. The
Compensation Committee met twice in 1995.
During the Company's fiscal year ended December 31, 1995, the Company's
Board of Directors held nine meetings. All of the directors attended more than
75% of the aggregate of all meetings of the Board of Directors and the
committees on which they served during 1995.
The Company's policy regarding the compensation of directors is to pay
directors who are not also employees of the Company a retainer fee of $1,000 per
month; $1,000 plus expenses for each Board meeting attended; and $500 plus
expenses for each Executive Committee, Audit Committee or Compensation Committee
meeting attended. Directors' fees in 1995 aggregated $103,500. In addition,
under the Company's 1989 Stock Option Plan, each non-employee director receives
nonqualified stock options to purchase 1,250 shares of the Company's Common
Stock upon his or her election and each annual re-election to the Board.
On December 22, 1995, the Company adopted the IRT Property Company Deferred
Compensation Plan for Outside Directors. Such plan allows non-employee directors
to defer retainer and/or meeting fees to the earlier of the date selected by the
director or the date the director ceases to be a board member. Any such fees
deferred will accrue interest monthly at an annual rate based on 13-week
Treasury Bills. No fees were eligible for deferral during 1995.
There is no family relationship between any of the directors and/or
executive officers of the Company.
PRINCIPAL OCCUPATIONS OF NOMINEES FOR ELECTION DURING THE PAST FIVE YEARS
The principal occupations during the past five years of the nominees for
election as directors of the Company are as follows:
Mr. MacLeod has been Chief Executive Officer and Chairman of the Board of
Directors of the Company since its inception in 1979 and served as President
from June 1979 to October 1995. He previously served as President and Managing
Trustee of the Company's predecessor, Investors Realty Trust. He is a director
of Abrams Industries, Inc., a real estate development and contracting company,
and a member of the American Institute of Real Estate Appraisers ("M.A.I.").
Mr. McAuley has been President and Chief Operating Officer of the Company
since October 1, 1995. He was regional partner of Faison Associates, Inc.
("Faison"), a real estate development and management company headquartered in
Charlotte, North Carolina, from May 1993 through September 1995. From June 1988
to May 1993, he served as Chairman and Chief Executive Officer and part owner of
Ewing Southeast Realty, Inc. ("Ewing"), an Atlanta, Georgia real estate company.
Faison purchased Ewing on May 1, 1993, the date Mr. McAuley became a Faison
partner. Prior to 1988, Mr. McAuley held various senior management positions,
including serving as President and a director of Ewing and Johnstown Mortgage
Company, an Atlanta mortgage banking company.
Ms. Thomas has been Executive Vice President of the Company since May 1991
and Chief Financial Officer of the Company or its predecessor, Investors Realty
Trust, since 1976. She served as Senior Vice President from May 1987 to May 1991
and Vice President from 1981 to 1987.
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<PAGE> 8
Mr. Gibbs is currently occupied as a private investor. He retired as Vice
Chairman of Mid-South Financial Corporation, a Nashville, Tennessee mortgage
banking firm, on January 1, 1994, a position he held since 1986. He was
President of Gibbs and Company, a Nashville, Tennessee mortgage banking firm,
from 1965 through 1986.
Mr. Kendrick has been President of Ruddick Investment Company ("RIC") since
November 1994. RIC, an affiliate of Harris Teeter, Inc. ("Harris Teeter"), is
involved in real estate development and venture capital investment. Mr. Kendrick
served as Executive Vice President of Harris Teeter, a supermarket chain with
principal executive offices in Charlotte, North Carolina, from July 1992 to
October 1994. He was Senior Vice President/Finance and Administration for Harris
Teeter from October 1989 to 1992, Vice President/ Real Estate and Construction
from February 1986 to 1989, and Vice President/Real Estate from February 1984 to
1986. Mr. Kendrick currently serves as a director of RIC and Harris Teeter.
Mr. Morrice is Managing Director of Morrice Financial Corp., a Dallas,
Texas real estate finance and investment firm. He was President of Lion Service
Corp., a Dallas, Texas service corporation of Federated Savings and Loan,
engaged in the origination and servicing of loans and real estate investment
mortgage banking, from 1983 to 1987. He was President of Morrice Financial Corp.
from 1977 until 1985.
Mr. Nobil is President of JLJ Realty, Inc., a Florida property management
firm. From 1987 through 1990, he was President of TMI Realty, Inc., a Florida
property management firm. He also served as President of another Florida
property management firm from December 1990 to March 1991. Mr. Nobil was the
managing joint venture partner in Kokomo Mall Associates, an Indiana Joint
Venture, from August 1986 to June 1992. On April 5, 1991, Kokomo Mall Associates
filed a petition for relief under Chapter 11 of the United States Bankruptcy
Code, 11 U.S.C. sections 101 et seq. On June 30, 1992, the Bankruptcy Court
entered an order dismissing the Chapter 11 proceeding filed by Kokomo Mall
Associates based upon its finding that all payments to creditors had been made.
Mr. Nobil was the President and 30% owner of Pearl Britain, Inc., a Florida
corporation, from 1989 to March 1993. Pearl Britain, Inc. was a general partner
of Pearl Britain Associates, Ltd., a Florida limited partnership. On September
21, 1992, the Circuit Court for the Fifth Judicial Circuit in and for Marion
County, Florida, appointed a receiver for Pearl Britain Plaza, a shopping center
located in Ocala, Florida, which center was owned by Pearl Britain Associates,
Ltd. The receivership terminated when, on March 11, 1993, Pittsburgh National
Bank acquired this property by foreclosure. Mr. Nobil was a Trustee and Chairman
of Summit Properties from 1976 until its merger into the Company in June 1979.
Mr. Wolfort is retired and currently occupied as a private investor. From
1986 to January 1991, he was Chairman of the Board of Mortgage Co-op, Inc., a
New Orleans, Louisiana mortgage banking firm. From 1984 through 1986, he was a
director of and a consultant to First National Mortgage Corporation, a New
Orleans, Louisiana mortgage banking firm, and Meritor Mortgage Corporation, a
Philadelphia, Pennsylvania mortgage banking firm, both of which are subsidiaries
of Philadelphia Savings Fund Society of Philadelphia, Pennsylvania. He was
Chairman of the Board of First National Mortgage Corporation from 1960 to
January 1984.
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EXECUTIVE OFFICERS
In addition to Donald W. MacLeod, Chairman and Chief Executive Officer,
Thomas H. McAuley, President and Chief Operating Officer, and Mary M. Thomas,
Executive Vice President and Chief Financial Officer, the executive officers of
the Company are as follows:
Mr. W. Benjamin Jones III has been Executive Vice President of the Company
since May 1994. He served as Senior Vice President from May 1987 to May 1994 and
Secretary of the Company or its predecessor, Investors Realty Trust, from 1977
to May 1992, and Vice President from 1981 to 1987.
Mr. Robert E. Mitzel has been Executive Vice President of the Company since
May 1994. He served as Senior Vice President from May 1991 to May 1994 and Vice
President from January 1988 to May 1991.
Mr. Lee A. Harris, age 37, has been Senior Vice President of the Company
since August 1992 and Secretary of the Company since May 1992. He served as Vice
President from May 1989 to August 1992 and Assistant Secretary from May 1987 to
May 1992.
Mr. James G. Levy, age 37, was employed by the Company in June 1994 as Vice
President and Treasurer. He served as Regional Controller for Faison from May
1993 to May 1994 and Chief Financial Officer of Ewing from July 1991 until May
1993. He was with Arthur Andersen & Co., the Company's present accounting firm,
from January 1987 to June 1991.
Ms. Rosemary C. Beck, age 41, has been Vice President of the Company since
August 1992. She served as Assistant Vice President from May 1990 to August 1992
and has been employed by the Company since July 1987.
Ms. Nanette B. Cook, age 39, has been Vice President of the Company since
August 1992. She served as Controller of The Sofran Company, an Atlanta, Georgia
real estate company specializing in the development and management of
neighborhood and community shopping centers, from 1988 to 1992.
Mr. E. Denton Williams III, age 63, was employed by the Company in February
1993 and elected Vice President in May 1993. He served as associate broker for
O'Brien Realty, a Lexington Park, Maryland residential and commercial real
estate company, from 1991 to 1993. From 1987 to 1990 he served as Vice President
of Home Federal Savings Bank in Washington, D.C.
Mr. William E. Novick, age 40, has been Vice President of the Company since
June 1994. From May 1991 to May 1994, he served as Senior Vice President of JLJ
Realty, Inc. From August 1982 to April 1991, he was employed by TMI Realty,
Inc., serving in various management positions, including Senior Vice President
from 1990 to April 1991.
Mr. Daniel F. Lovett, age 49, was employed by the Company in October 1994
as Vice President and Director of Construction. From 1979 to September 1994, he
was with Southeast Shopping Centers Corp., a South Florida neighborhood and
community shopping center developer, serving as Vice President and Director of
Development.
The executive officers are elected by and serve at the pleasure of the
Board of Directors.
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EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview and Philosophy
The Compensation Committee, composed entirely of outside directors,
determines the salary and other compensation to be paid to the executive
officers of the Company. The Compensation Committee typically reviews the salary
of each executive officer once each year at its November meeting. At that
meeting, the Compensation Committee acting as a Stock Option Committee also
usually determines the individuals to whom incentive stock options are to be
awarded and the number of shares for which options are to be granted.
The Company's executive compensation program has three primary objectives:
* Reward executives for long-term management focus and the enhancement
of shareholder value.
* Attract and retain key executives critical to the long-term success
of the Company.
* Support the achievement of desired Company performance.
In determining the compensation to be paid to the executive officers of the
Company, the Compensation Committee considers compensation paid to other
executives performing similar jobs within the industry. Some of the companies
considered by the Compensation Committee are included in the NAREIT All REIT
Index included in the Comparative Stock Performance section of this Proxy
Statement. In addition, the members of the Compensation Committee rely upon
their own knowledge of compensation paid to executives of companies of
comparable size and complexity. In these comparisons the Compensation Committee
strives to fix the compensation of the Company's executive officers in the
middle of the class of comparable companies. The members also consider the
performance of the Company and the merits of the individual under consideration.
The members will use their discretion to set executive compensation where in
their judgment external, internal or an individual's circumstances warrant it.
Executive Officer Compensation Program
The Company's executive officer compensation program is comprised of base
salary, year-end additional cash compensation, long-term incentive compensation
in the form of stock options, and various benefits, including medical and life
insurance generally available to all employees of the Company.
Base Salary
The Chief Executive Officer and the President recommend to the Compensation
Committee the base salary levels for the Company's executive officers (other
than the Chief Executive Officer and the President) based on their evaluation of
individual experience and performance, on their review of employee evaluation
reports prepared by certain of the executive officers and in their subjective
discretion on the overall operating performance of the Company. Base salary
levels are then set in the discretion of the Compensation Committee after
consideration of the foregoing recommendations. The Compensation Committee
members also have access to salary levels of executive officers of other
companies within the industry which they may consult.
Year-End Additional Cash Compensation and Certain Employment Agreements
During 1980 the Board of Directors approved and adopted a pension program
for the employees of the Company. The program included a noncontributory pension
plan for all employees of the Company, under
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which the Company accrued and funded pension costs each year equal to 12% of
employees' annual base salaries, and each employee became "vested" with respect
to his or her accumulated pension account at the rate of 20% per year, with full
"vesting" upon completion of five years of service with the Company. Effective
June 30, 1990, the Board of Directors elected to terminate the pension plan.
Upon termination of the pension plan, the Board of Directors determined
that it would be appropriate to substitute in lieu thereof a program of year-end
cash payments to the executive officers of the Company and certain other
corporate employees of the Company selected in the discretion of the Chief
Executive Officer and the President. This program was instituted in 1990. Under
this program, participants receive a year-end cash payment from the Company, the
amount of which is based upon each participant's length of service with the
Company. Each participant who has been employed by the Company for more than
five years will receive a year-end cash payment equal to 12% of his or her
salary. Each participant with less than five years will receive year-end cash
payments in graduated amounts designed to produce a cumulative 12% payment after
completion of five years of service. The Company paid or accrued approximately
$200,000, $168,000, and $154,000 under this program in 1995, 1994, and 1993,
respectively.
The Company, in 1980, in conjunction with the adoption of the
noncontributory pension plan, agreed to provide deferred compensation to Mr.
MacLeod and Ms. Thomas upon their retirement in recognition of their time in
service with the Company, which had been significantly longer than that of the
remaining employees. Based upon the assumption that Ms. Thomas will continue in
the employ of the Company until retirement, it is expected that her agreement
with the Company will not add to any benefits otherwise payable to her under the
Company's Year-End Additional Cash Compensation Program as described above. In
the case of Mr. MacLeod, the Company has agreed to annually accrue deferred
compensation allocable to him for each year beginning in 1980 in amounts ranging
from approximately $6,000 in 1980 to approximately $22,000 in 1995. Benefits
payable to Mr. MacLeod under this agreement vary depending upon the reason and
timing of the termination of his employment. If his employment is terminated
after Mr. MacLeod has reached age 70, the Company has agreed to pay him deferred
compensation of approximately $29,000 per year. Termination due to death or
disability at any time will entitle Mr. MacLeod or his beneficiary to the
cumulative total accrual in his deferred compensation account at the December
31st next preceding the date of his death or disability.
The Company currently has no other postretirement or postemployment
benefits.
Stock Option Program
Long-term incentives are provided through the Company's 1989 Stock Option
Plan (the "Plan"). The purpose of the Plan is to promote the long-term success
of the Company by providing financial incentives to the directors, officers, and
key employees of the Company who are in positions to make significant
contributions toward the success of the Company.
Options granted under the Plan may be either incentive stock options
(options that meet certain requirements of the Internal Revenue Code, thereby
receiving special tax treatment) or nonqualified stock options (options that do
not meet the special requirements for incentive stock options). Incentive stock
options ("ISOs") may be granted only to persons who are employees of the
Company, including members of the Board of Directors who are also employees of
the Company. Nonqualified stock options may also be granted to officers and
employees of the Company.
The Plan is currently administered by the Compensation Committee. Subject
to the approval of the Board of Directors, the Compensation Committee has the
authority to determine the individuals to whom
9
<PAGE> 12
stock options are awarded, the number of shares for which options are granted
(the aggregate fair market value of stock with respect to which ISOs are
exercisable for the first time by any individual during any calendar year shall
not, however, exceed $100,000, and no person shall be eligible to receive an ISO
for shares in excess of such limitation), and the determination of whether an
option shall be an incentive stock option or a nonqualified stock option. In
addition, the Plan provides for the automatic grant of nonqualified options to
purchase 1,250 shares of the Company's Common Stock to each non-employee
director upon his or her election and each annual re-election to the Board.
Options granted under the Plan are exercisable no later than ten years from
the date of grant with the exercise price being equal to 100% of the market
value on the date of grant. The 1989 Plan replaced the Key Employee Stock Option
Plan adopted in 1983, as amended by the Board of Directors on February 9, 1987
(the "1983 Plan"). No further options or Stock Appreciation Rights ("SARs") may
be granted under the 1983 Plan, although unexercised options previously granted
under the 1983 Plan remain in full force and effect. The 1989 Plan does not
provide for SARs.
In determining the grants of stock options to officers and key employees of
the Company, including the executive officers other than the Chief Executive
Officer and the President, the Compensation Committee reviewed with the Chief
Executive Officer and the President the recommended individual awards, based on
the respective performance, responsibilities, and contributions of each of the
individuals under consideration, and the operating performance of the Company.
The Compensation Committee also considered the expected performance requirements
and contributions, as well as the position level, of each of these individuals.
The Chief Executive Officer and the President and the Compensation Committee did
not give consideration to current holdings of the Common Stock or options to
purchase the Common Stock of the Company when making their decision regarding
option awards.
Compensation to Chairman and Chief Executive Officer
Mr. MacLeod has been Chief Executive Officer and Chairman of the Board of
Directors of the Company since its inception in 1979 and served as President
from June 1979 to October 1995. He previously served as President and Managing
Trustee of Investors Realty Trust, the predecessor of the Company, founded in
1969.
Mr. MacLeod's base salary for fiscal year 1995 was $300,000, as compared to
$279,170 for fiscal year 1994 and $250,000 for fiscal year 1993. Under the
Company's program of year-end cash payments, Mr. MacLeod also received $36,000
in additional cash compensation for fiscal year 1995 compared to $33,500 for
fiscal year 1994 and $30,000 for fiscal year 1993. Although Mr. MacLeod received
no compensation during these years under his agreement relating to deferred
compensation, the Company accrued $22,571, $22,571, and $20,613 during fiscal
years 1995, 1994, and 1993, respectively, for payments that will be made after
his retirement. Mr. MacLeod also was awarded, during fiscal years 1995, 1994,
and 1993, incentive stock options to purchase 9,500, 8,000, and 8,000 shares of
the Company's Common Stock, respectively.
The Compensation Committee considered Mr. MacLeod's dual role as both
Chairman and Chief Executive Officer and the salaries and benefits of other
chief executive officers for similar companies within the industry in
determining his cash compensation. The award of stock options to the Chairman
and Chief Executive Officer was made separately and was based, among other
things, on competitive practice within the industry, the Committee's perception
of his past and expected contributions to the Company's long-term performance,
and the $100,000 ISO limitation as described above.
Section 162(m) of the Internal Revenue Code (the "Code") adopted as part of
the Revenue Reconciliation Act of 1993, generally limits to $1 million the
deduction that can be claimed by any publicly-
10
<PAGE> 13
held corporation for compensation paid to any "covered employee" in any taxable
year beginning after December 31, 1993. The term "covered employee" for this
purpose is defined generally as the Chairman and Chief Executive Officer and the
four other highest paid employees of the Company. Performance-based compensation
is outside the scope of the $1 million limitation and, hence, generally can be
deducted by a publicly-held corporation without regard to amount, provided that,
among other requirements, such compensation is approved by the shareholders. The
Compensation Committee has not and does not anticipate the need to develop a
formal policy on this matter since the compensation of the Company's executive
officers is clearly outside the scope of the limitations of Section 162(m).
COMPENSATION COMMITTEE
Samuel W. Kendrick, Chairman
Homer B. Gibbs, Jr.
Bruce A. Morrice
James H. Nobil
Louis P. Wolfort
11
<PAGE> 14
SUMMARY COMPENSATION TABLE
The following table shows the compensation for the past three years of the
Chief Executive Officer and each of the four other most highly compensated
executive officers (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION ------------
--------------------------------------- SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS(#) COMPENSATION
- - ---------------------- ---- -------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Donald W. MacLeod 1995 $300,000 $ -- $36,000 9,500 $22,571(2)
Chairman of the 1994 279,170 -- 33,500 8,000 22,571(2)
Board and Chief 1993 250,000 -- 30,000 8,000 20,613(2)
Executive Officer
Thomas H. McAuley 1995 62,502 100,000(3) -- 50,000(3)(4) --
President and Chief 1994 -- -- -- -- --
Operating Officer 1993 -- -- -- -- --
Mary M. Thomas 1995 150,000 -- 18,000 7,500 --
Executive Vice 1994 137,500 -- 16,500 6,000 --
President and Chief 1993 120,000 -- 14,400 6,000 --
Financial Officer
W. Benjamin Jones III 1995 125,000 -- 15,000 7,500 --
Executive Vice 1994 114,583 -- 13,750 6,000 --
President 1993 100,000 -- 12,000 6,000 --
Robert E. Mitzel 1995 125,000 -- 15,000 7,500 19,393(6)
Executive Vice 1994 104,167 520(5) 12,500 6,000 --
President 1993 75,000 699(5) 9,000 6,000 --
</TABLE>
- - ---------------
(1) Year-End Additional Cash Compensation in lieu of pension.
(2) Amounts accrued by the Company during fiscal years 1995, 1994 and 1993 under
Mr. MacLeod's agreement relating to deferred compensation for amounts
payable to him after retirement.
(3) See "-- Employment Agreements" for a description of Mr. McAuley's $100,000
commencement bonus and a 50,000 share nonqualified stock option granted to
Mr. McAuley upon acceptance of employment. The payment of the $100,000
commencement bonus was deferred until January 1996 but was expensed by the
Company in 1995 for financial reporting purposes.
(4) Excludes a nonqualified option for 1,250 shares granted to Mr. McAuley in
May 1995 upon his reelection as a non-employee director of the Company, as
this was prior to Mr. McAuley's October 1, 1995 commencement of employment.
(5) From August 1992 through May 1994, Mr. Mitzel received certain leasing
commissions based on the performance of leasing agents for certain
properties. Mr. Mitzel's entitlement to such commissions ceased June 1,
1994.
(6) Amount comprised entirely of expenses related to Mr. Mitzel's relocation
from the Charlotte regional office to the Atlanta corporate office.
12
<PAGE> 15
STOCK OPTION PLAN
The following table sets forth (i) all individual grants of stock options
made by the Company during fiscal 1995 to each of the Named Executive Officers
(all of which are incentive stock options, except for Mr. McAuley's which is a
nonqualified option, granted under the Plan and exercisable immediately upon
grant), (ii) the ratio that the number of options granted to each individual
bears to the total number of options granted to all employees of the Company,
(iii) the exercise price and expiration date of these options, and (iv)
estimated potential realizable values assuming the stock price appreciates over
a ten-year term at rates of 5% and 10% compounded annually.
OPTION GRANTS IN FISCAL 1995
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------- VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK
NUMBER OF OPTIONS PRICE APPRECIATION
SECURITIES GRANTED TO EXERCISE FOR
UNDERLYING EMPLOYEES OR BASE OPTION TERM
OPTIONS IN FISCAL PRICE EXPIRATION ---------------------
NAME GRANTED (#) 1995 ($/SH) DATE 5% 10%
- - ----------------------- ----------- ---------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Donald W. MacLeod 9,500 6.88% $ 10.125 1/02/05 $ 60,492 $153,298
Thomas H. McAuley 50,000(1) 36.23 9.625 8/29/05 343,378 831,832
Mary M. Thomas 7,500 5.43 10.125 1/02/05 47,757 121,025
W. Benjamin Jones III 7,500 5.43 10.125 1/02/05 47,757 121,025
Robert E. Mitzel 7,500 5.43 10.125 1/02/05 47,757 121,025
</TABLE>
- - ---------------
(1) Excludes a nonqualified option for 1,250 shares granted to Mr. McAuley on
May 31, 1995 at $9.75 per share as a non-employee director, prior to his
employment by the Company. This option expires May 30, 2005.
13
<PAGE> 16
The following table sets forth (i) the number of shares received and the
aggregate dollar value realized in connection with each exercise of outstanding
stock options during fiscal 1995 by each of the Named Executive Officers, (ii)
the total number and value of all outstanding, unexercised options (all of which
are exercisable) held by the Named Executive Officers as of the end of fiscal
1995, and (iii) the aggregate dollar value of all such unexercised options that
are in-the-money; that is, when the fair market value of the common stock that
is subject to the option exceeds the exercise price of the option.
AGGREGATED OPTION EXERCISES IN FISCAL 1995
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF NUMBER OF UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE OPTIONS AT OPTIONS AT
NAME EXERCISE REALIZED 12/31/95 12/31/95(1)
- - -------------------------------- ----------- -------- ----------- ------------
<S> <C> <C> <C> <C>
Donald W. MacLeod -- $ -- 62,500 $ --
Thomas H. McAuley -- -- 58,750(2) --
Mary M. Thomas 6,000 13,500 34,875 --
W. Benjamin Jones III -- -- 35,605 --
Robert E. Mitzel -- -- 31,250 --
</TABLE>
- - ---------------
(1) Value based on market value of the Company's Common Stock at the date of
exercise or the end of fiscal 1995 minus the exercise price.
(2) Includes nonqualified options totaling 8,750 shares, consisting of 1,250
shares each granted during 1989 through 1995 as a non-employee director,
and a nonqualified option for 50,000 shares granted upon acceptance of
employment as President and Chief Operating Officer in 1995.
14
<PAGE> 17
COMPARATIVE STOCK PERFORMANCE
The line graph below compares the cumulative total shareholder return on
Common Stock of the Company for the last five fiscal years with the cumulative
total return on the NAREIT All REIT Total Return Index and the S&P 500 Index
over the same period. This comparison assumes that the value of the investment
in the Company Common Stock and each index was $100 on December 31, 1990 and
that all dividends were reinvested.
<TABLE>
<CAPTION>
NAREIT ALL
REIT Total
Measurement Period IRT Property Return S&P 500 In-
(Fiscal Year Covered) Company Index(1) dex
<S> <C> <C> <C>
12/31/90 100 100 100
12/31/91 136 136 131
12/31/92 190 152 141
12/31/93 178 180 155
12/31/94 184 182 157
12/31/95 182 215 215
</TABLE>
- - ---------------
(1) The NAREIT All REIT Total Return Index is maintained by the National
Association of Real Estate Investment Trusts. It contained 219
tax-qualified REITs with a total market capitalization of $57.5 billion as
of December 31, 1995.
15
<PAGE> 18
EMPLOYMENT AGREEMENTS
Mr. MacLeod, Chairman and Chief Executive Officer of the Company, and Ms.
Thomas, Executive Vice President and Chief Financial Officer, each entered into
an employment agreement with the Company in July 1980. The employment agreements
continue until terminated by either party on at least 90 days prior written
notice. The employment agreements established that the base salary for Mr.
MacLeod and Ms. Thomas would not be less than $90,000 or $35,000, respectively,
with the annual base salary determined in the discretion of the Board of
Directors. In addition, the employment agreements provided for deferred
compensation for each of Mr. MacLeod and Ms. Thomas which has been more fully
described under "-- Compensation Committee Report on Executive Compensation" and
"-- Summary Compensation Table."
On October 1, 1995, the Company entered into an employment agreement with
Mr. McAuley as President and Chief Operating Officer of the Company, which
provides for a minimum annual base salary of $250,000, a commencement bonus of
$100,000, and the opportunity to participate in such incentive bonus as may be
determined by the Board. In addition, the agreement requires the Company to
provide certain other benefits to Mr. McAuley, including reimbursement for
reasonable out-of-pocket expenses, participation in any health, welfare and
retirement benefit plans of the Company in which he is eligible to participate,
paid vacation in accordance with Company policies, and the use and maintenance
costs of a Company automobile (or a compatible automobile allowance). The
agreement acknowledges that, at the time of acceptance of employment, Mr.
MacAuley was granted an option to purchase 50,000 shares of Company Common Stock
under the Company's 1989 Stock Option Plan. The Company or Mr. McAuley may
terminate the agreement at any time upon 30 days notice, but the agreement will
remain in effect until all required payments and benefits have been paid or
provided in full. Notwithstanding the above, the agreement will terminate in the
event of Mr. McAuley's death or disability, subject to the payment of accrued
and unpaid salary.
The employment agreement provides that if Mr. McAuley's employment is
terminated before October 1, 1997, either by the Company without cause or by Mr.
McAuley due to a material reduction of his duties, Mr. McAuley will receive for
a period of 12 months from the date of termination his base salary in effect at
the time of termination, and, when and as due, any other amounts to which he is
entitled at the date of termination under any compensation plans of the Company
in accordance with the terms of such plans.
In addition to the above, Mr. McAuley's employment agreement contains
change-in-control provisions, as described below, which are substantially
identical to those contained in change-in-control agreements entered into by the
Company with Mr. MacLeod and Ms. Thomas on October 1, 1995. The agreements
provide that if the executive's employment is terminated (a) any time within
three months following the occurrence of a change in control (as defined in the
agreements) by the Company without cause or by the executive with or without
cause, or (b) at any time following a change in control in the case of
termination by the executive by reason of a material reduction in his or her
regular duties, such executive will receive for a period of 36 months (in the
case of Messrs. McAuley and MacLeod) or 24 months (in the case of Ms. Thomas)
from the date of termination (i) his or her base salary in effect at the time of
termination, (ii) an amount equal to the average incentive bonus, if any, paid
to him or her during the two years prior to termination, and (iii) when and as
due, any other amounts to which he or she is entitled at the date of termination
under any compensation plans of the Company in accordance with the terms of such
plans. The executive or the Company may elect (by notifying the other within 30
days after termination) that, in lieu of the installments described above, such
severance benefits will be paid in a lump sum cash payment payable within five
days of such notice.
16
<PAGE> 19
In addition, during the period that change-in-control payments are being
made under the agreements (or for a period of 12 months after termination of
employment in the case of a lump sum election, as described above), the Company
is required to maintain for the benefit of the executive all employee benefit
plans and programs in which the executive was entitled to participate
immediately prior to termination; or if such continued participation is not
permitted under the terms of such plans, the Company is required to provide the
executive with substantially similar benefits.
Benefits under the agreements described above may be modified or reduced to
the extent necessary to avoid exposing the executive to an excise tax and to
avoid disallowance of a deduction to the Company for payments to the executive
for federal tax purposes. The change-in-control agreements with Mr. MacLeod and
Ms. Thomas will terminate in the event of the executive's death or disability,
subject to the payment of accrued and unpaid salary.
17
<PAGE> 20
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has been appointed by the Board of Directors as the
independent public accountants for the Company for 1996. It has served as the
independent public accountants for the Company since 1979.
Representatives of the firm of Arthur Andersen LLP will be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so
and will be available to answer questions concerning the financial affairs of
the Company.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
solicitations by mail, officers, directors, and regular employees of the Company
may solicit proxies personally or by telephone, telegraph or other means without
additional compensation. The Company will reimburse brokers, fiduciaries, and
custodians for their costs in forwarding proxy materials to beneficial owners of
Common Stock held in their names.
SHAREHOLDERS' PROPOSALS
Proposals of shareholders intended to be presented at the 1997 annual
meeting of shareholders must be received at the Company's principal executive
offices on or before December 9, 1996 to be eligible for inclusion in the
Company's proxy statement and proxy relating to that meeting.
OTHER MATTERS
The management of the Company does not know of any matters to be presented
at the meeting other than those mentioned in this Proxy Statement.
The management of the Company urges you to attend the Annual Meeting and to
vote your shares in person. Whether or not you plan to attend, please sign and
promptly return your proxy. Your proxy may be revoked at any time before it is
voted. Such proxy, if executed and returned, gives discretionary authority with
respect to any other matters that may come before the meeting.
IRT PROPERTY COMPANY
By: LEE A. HARRIS
Senior Vice President & Secretary
18
<PAGE> 21
PROXY APPENDIX A
IRT PROPERTY COMPANY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints DONALD W. MACLEOD and LEE A. HARRIS, as
Proxies, each with the full power of substitution to represent the undersigned
and to vote all of the shares of IRT Property Company (the "Company") which
the undersigned is entitled to vote at the Annual Meeting of Shareholders of
the Company to be held at the Cobb Galleria Centre, Two Galleria Parkway, Suite
105, Atlanta, Georgia 30339 on Monday, May 13, 1996 at 10:00 a.m. local time,
and any adjourments thereof (1) as hereinafter specified upon the proposal
listed on the reverse side and more particularly described in the Company's
proxy statement, receipt of which is hereby acknowledged, and (2) in their
discretion upon such other matters as may properly come before the meeting.
(PLEASE SIGN AND DATE ON REVERSE SIDE)
<PAGE> 22
<TABLE>
<S> <C>
A vote "FOR" the following is recommended by the Board of Directors: Please mark
your votes as /X/
FOR all WITHHOLD indicated in
nominees listed AUTHORITY this example.
below (except to vote for all
as marked to the nominees
contrary below) listed below
/ / / /
1. Electon of Directors as proposed in the accompanying proxy statement.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
D.W. MacLeod T.H. McAuley THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED.
M.M. Thomas H.B. Gibbs, Jr. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR"
S.W. Kendrick B.A. Morrice PROPOSAL 1 AND WITH DISCRETIONARY AUTHORITY ON ALL OTHER
J.H. Nobil L.P. Wolfort MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF.
Dated: , 1996
---------------------------------------
----------------------------------------------------
Signature of Shareholder
----------------------------------------------------
Signature of Shareholder
PLEASE SIGN IN THE EXACT FORM AS APPEARS AT THE LEFT
AND DATE YOUR PROXY. When signing as attorney, executor,
administrator, guardian, trustee, etc., please give full title
as such.
</TABLE>
