AMERICANA HOTELS AND REALTY CORPORATION
535 Boylston Street
Boston, Massachusetts 02116
To: All Stockholders
You are cordially invited to attend the Corporation's 1996 Annual Meeting
on Tuesday, May 21, 1996 in Boston, Massachusetts.
The meeting will begin promptly at 11:00 A.M., Boston time, at The Four
Seasons Hotel, 200 Boylston Street, Boston, Massachusetts.
At the meeting, you will be asked to (i) re-elect four Directors, (ii)
ratify the appointment of the Corporation's independent certified public
accountants and (iii) transact such other business as may properly come
before the meeting.
We hope you will attend the meeting in person. However, you are urged to
complete the enclosed proxy and return it in the envelope provided as the
vote of every Stockholder is important. Please note that returning your
completed proxy will not prevent you from voting in person at the meeting if
you wish to do so.
Sincerely,
John A. Cervieri Jr.
Chairman of the Board
March 29, 1996
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AMERICANA HOTELS AND REALTY CORPORATION
535 Boylston Street
Boston, Massachusetts 02116
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Americana Hotels and Realty
Corporation (the "Corporation") will be held at The Four Seasons Hotel, 200
Boylston Street, Boston, Massachusetts 02116 on Tuesday, May 21, 1996 at
11:00 A.M., Boston time, for the following purposes:
1. to re-elect four (4) Directors;
2. to ratify the appointment of KPMG Peat Marwick as the Corporation's
independent certified public accountants for 1996; and
3. to transact such other business as may properly come before the
meeting.
Only Stockholders of record at the close of business on Friday, March 29,
1996 are entitled to notice of and to vote at the Annual Meeting of
Stockholders or any adjournments thereof. A copy of the Corporation's Annual
Report for the fiscal year ended December 31, 1995 is enclosed herewith.
By Order of the Board of Directors
Morris W. Kellogg
Secretary
Boston, Massachusetts
March 29, 1996
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Meeting, please sign and date the
enclosed proxy and return it promptly in the envelope provided, which
requires no postage if mailed in the United States.
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PROXY STATEMENT
of
AMERICANA HOTELS AND REALTY CORPORATION
535 Boylston Street
Boston, Massachusetts 02116
SOLICITATION AND REVOCABILITY OF PROXIES; PRINCIPAL STOCKHOLDERS
Solicitation of Proxies
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERICANA HOTELS AND REALTY CORPORATION (the "Corporation") for use at the
Annual Meeting of Stockholders to be held at The Four Seasons Hotel, 200
Boylston Street, Boston, Massachusetts on Tuesday, May 21, 1996 at 11:00
A.M., Boston time, and at any adjournment thereof. The matters to be
considered and acted upon at the meeting are listed in the foregoing Notice
of the Annual Meeting of Stockholders and described below in this Proxy
Statement.
All expenses in connection with this solicitation will be borne by the
Corporation. It is expected that solicitation will be made primarily by mail,
but representatives of the Corporation may also solicit proxies by telephone
or in person without special compensation. The firm of Kissel-Blake Inc. has
been engaged to solicit proxies on behalf of the Corporation. The fee for
this service is estimated at $6,000 plus out-of-pocket expenses, which costs
and expenses will be borne by the Corporation. The Corporation will also
reimburse banks, brokers and other persons holding shares in their names, or
in the names of their nominees, for their expense in sending proxy materials
to their clients who are beneficial owners of shares. This Proxy Statement
and the accompanying Notice of Annual Meeting of Stockholders and form of
proxy are being mailed on or about April 10, 1996 to stockholders of record
on March 29, 1996.
Revocability of Proxies
Any proxy delivered pursuant to this solicitation is revocable at any time
prior to exercise at the option of the person executing the same. If not
revoked, the shares represented thereby will be voted at the meeting. A
stockholder giving a proxy may revoke it at any time prior to its exercise
(i) by written notice of revocation to the Secretary of the Corporation, (ii)
by the execution of a proxy bearing a later date or (iii) by attending the
meeting and voting in person.
Voting Securities and Principal Stockholders of the Corporation
At the close of business on March 29, 1996, the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting of Stockholders, there were outstanding 6,524,375 shares of the
Corporation's common stock ("Common Stock"), constituting all the outstanding
voting securities of the Corporation.
<PAGE>
The following table sets forth, as of March 15, 1996 unless otherwise noted
therein, information with regard to the ownership of shares of the
Corporation's Common Stock by persons known to the Corporation to be the
beneficial owner of more than 5% of the Common Stock and by all directors and
executive officers of the Corporation, as a group:
Title Shares Percent
of Name and address beneficially of Class
Class of beneficial owner owned (5)
----- --------------------------------- --------------- ---------
Common Clover Capital Management, Inc.
11 Tobey Village Office Park
Pittsford, NY 14534 394,500 (1) 6.0%
Common Elliott Associates, L.P. and
Mr. Paul E. Singer
712 5th Avenue, 36th Floor
New York, New York 10019 475,600 (2) 7.3%
Common Heine Securities Corporation and
Michael F. Price
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078 539,600 (3) 8.3%
Common John A. Cervieri Jr.
c/o Property Capital Trust
One Post Office Square
Boston, Massachusetts 02109 543,475 (4) 8.3%
Common All directors and executive
officers as a group (5
individuals) 846,475 13%
1. Clover Capital Management, Inc. has sole voting, investment and
dispositive powers with respect to 393,500 shares, and shared voting,
investment and dispositive powers with officers of Clover Capital
Management, Inc. with respect to 1,000 shares. Information regarding these
shares has been derived from filings with the Securities and Exchange
Commission on February 13, 1996.
2. Elliott Associates, L.P. and Paul E. Singer, General Partner, have sole
voting, investment and dispositive power with respect to all 475,600
shares. Information regarding these shares has been derived from filings
with the Securities and Exchange Commission on March 24, 1994 made by
Elliott Associates, L.P. and Paul E. Singer.
3. Heine Securities Corporation and Michael F. Price, President, have sole
voting, investment and dispositive power with respect to all 539,600
shares. Heine Securities Corporation is the investment advisor to and
exercises investment discretion and voting authority with respect to the
shares owned by Mutual Series Fund, Inc. Mr. Price has no interest in
dividends or proceeds from the sale of such shares, owns no shares of
common stock for his own account and disclaims beneficial ownership of all
shares of common stock reported by Heine Securities Corporation.
Information regarding these shares has been derived from filings with the
Securities and Exchange Commission on February 12, 1993 made by Heine
Securities Corporation and Michael F. Price.
4. Includes 436,375 shares owned outright, 25,000 shares owned by a
partnership in which Mr. Cervieri is a General Partner, 36,100 shares
owned by Property Capital Associates, Inc., and 46,000 shares held by the
Boxer Trust, a profit sharing plan and allocated to Mr. Cervieri. It does
not include 100,000 shares owned by Eva-Inge Cervieri, the wife of Mr.
Cervieri, 50,000 shares held in trust or in custodial accounts for the
benefit of the four children of Mr. Cervieri of which Mrs. Cervieri is the
Trustee or Custodian, or 24,600 shares owned by other participants of the
Boxer Trust, in all of which shares Mr. Cervieri disclaims beneficial
ownership.
5. The class is calculated based upon 6,524,375 shares of Common Stock
outstanding as of March 15, 1996.
2
<PAGE>
NOMINATION AND ELECTION OF DIRECTORS
IT IS INTENDED THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY WILL BE
VOTED, UNLESS SUCH AUTHORITY IS WITHHELD, FOR THE ELECTION OF THE FOUR
NOMINEES FOR DIRECTOR NAMED IN THE TABLE BELOW. The term of office of each
Director will be until the next annual election of Directors and until a
successor is elected and qualified or until the earlier resignation or
removal of the Director. In the event that any nominees should become
unavailable (which is not anticipated), the Board of Directors, in its
discretion, may, unless the Board of Directors provides by resolution for a
lesser number of Directors, designate substitute nominees, in which event
such shares will be voted for such substitute nominees.
The Nominees. John A. Cervieri Jr. and William A. Kaynor have served as
Directors of the Corporation since 1981. Mr. John F. Sexton was elected a
Director of the Corporation in 1982. Mr. George H. Bigelow was elected a
Director of the Corporation in 1986.
The following table sets forth, as of March 15, 1996, certain information
concerning the four nominees and the executive officers, including the amount
and nature of beneficial ownership of shares of the common stock of the
Corporation held by them. Except as noted below, the individual named has
sole voting and sole investment power over such shares.
Nominee and Percent
Positions Principal Occupations Shares of
Held With for Past Five Years Beneficially Class
Corporation Age and Directorships Owned (3)
---------------- ---- ---------------------------- --------- -------
George H. President, Americana
Bigelow Corporation, Boston,
President and Massachusetts since March
Chief Operating 1986; Chairman, President
Officer since and Chief Executive
March 1986 Officer, HCW Properties
Incorporated, Boston,
Massachusetts, 1984-1986;
Senior Vice President and
Chief Investment Officer,
PaineWebber Properties
Incorporated, Boston,
53 Massachusetts 1981-1984. 166,500 2.6%
John A. Cervieri Managing Trustee of
Jr. Property Capital Trust,
Chairman of the Boston, Massachusetts, a
Board of real estate investment
Directors and trust, since 1969;
Chief Executive Chairman of Property
Officer since Capital Associates, Inc.
March 1986 (2) and its affiliates since
(4) 1971; Director of
BayBanks, Inc., Boston,
65 Massachusetts since 1980. 543,475(4) 8.3%
William A. Senior Counsel to law firm
Kaynor of Davis Polk & Wardwell,
None (1) (2) New York, 1991-1995;
Partner, Akin Bay Company,
securities, New York City,
1991-1995; Secretary and
Director, Segue Software,
Inc., Newton Centre, MA,
1991-1995; consultant to
Unit Investment Trust
Division, Merrill Lynch,
Pierce Fenner & Smith,
Incorporated, 1989-1990;
Partner, Davis Polk &
72 Wardwell, 1961-1989. 1,000 *
3
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John F. Sexton Chairman of the Board,
None (1) (2) Evans-McKinsey & Company,
Dallas, Texas; Director,
Forecast Homes; Director,
Forum Retirement Partners;
Chairman, Mutual Equity
Mortgage Company, Chief
Financial Officer, Lomas
Financial Corp., through
63 1992. 100,500 1.5%
Morris W. Vice President and
Kellogg Treasurer of Americana
Vice President, Corporation, Boston,
Treasurer and Massachusetts, since
Chief Financial April, 1986; Senior Vice
Officer since President and Treasurer,
April 1986 and HCW Properties
Secretary since Incorporated, Boston,
June 1987 Massachusetts 1984-1986;
Senior Vice President and
Treasurer, PaineWebber
Properties Incorporated,
Boston, Massachusetts
1980-1984; prior to 1980,
a certified public
accountant associated with
48 Coopers & Lybrand. 35,000 *
* Indicates that the percentage of shares beneficially owned does not exceed
1 percent.
1. Member of the Audit Committee.
2. Member of the Executive Committee.
3. The percent is calculated based upon 6,524,375 shares of Common Stock
outstanding as of March 15, 1996.
4. Includes 436,375 shares owned outright, 25,000 shares owned by a
partnership in which Mr. Cervieri is a General Partner, 36,100 shares
owned by Property Capital Associates, Inc., and 46,000 shares held by the
Boxer Trust, a profit sharing plan and allocated to Mr. Cervieri. It does
not include 100,000 shares owned by Eva-Inge Cervieri, the wife of Mr.
Cervieri, 50,000 shares held in trust or in custodial accounts for the
benefit of the four children of Mr. Cervieri of which Mrs. Cervieri is the
Trustee or Custodian, or 24,600 shares owned by other participants of the
Boxer Trust, in all of which shares Mr. Cervieri disclaims beneficial
ownership.
Compensation of Directors and Officers. (a) Executive
Compensation--Executive officers of the Corporation do not receive any cash
compensation, bonuses or deferred compensation in their capacity as officers.
There were no plans pursuant to which cash or non-cash compensation was paid
or distributed to executive officers during fiscal 1994 nor is any such
compensation currently proposed to be paid or distributed in the future.
(b) Directors' Compensation--Each Director receives an annual fee of
$20,000 for his services as such; in addition, each Director receives $1,000
for each meeting attended. The Corporation also reimburses the Directors for
their expenses in attending Directors' meetings.
In 1983, the Corporation adopted a Directors' Deferred Compensation Plan
whereby Directors may elect to defer payment of their fees until a future
selected date. In December, 1988, the Board voted unanimously to modify the
Directors' Deferred Compensation Plan to discontinue the option which allowed
future fees to be notionally invested in the Corporation's shares after
December 31, 1988. Deferred fees are credited to an interest earning account
which earns interest at rates which approximate the Corporation's cost of
funds and, as liquidating distributions are paid to stockholders,
corresponding per share amounts are paid on any notional share balances
either to the Director or to his interest earning account.
In April, 1988, the Board of Directors established a Liquidation Oversight
Committee to monitor, analyze and make recommendations to the Board on issues
affecting the Corporation during the term of the Liquidation Plan. From 1989
through 1992, the Committee consisted of Messrs. Bigelow, Kaynor, Sexton and
Jack Carlson, a former
4
<PAGE>
Director. Messrs. Kaynor and Sexton each received an annual fee of $24,000
plus expenses in 1989, 1990 and 1991, and the fee was reduced to $12,000 per
annum as of June, 1992. Effective June 1, 1993, the Board added John A.
Cervieri Jr. to the Committee and reduced the fee to $6,000 per annum. At its
February 27, 1996 Board meeting, the Board voted to dissolve the Liquidation
Oversight Committee effective on the date of the 1996 Annual Meeting.
Meetings of the Board of Directors. During 1995 there were 4 meetings of
the Board of Directors. The Corporation has standing Audit and Executive
Committees and does not have standing Nominating or Compensation Committees.
All of the Directors who served as Directors during 1994 and are nominated
for election attended 100% of their respective Board of Directors and
committee meetings during the year ended December 31, 1995.
The Audit Committee is composed entirely of Directors who are not in any
way affiliated with the investment advisor to the Corporation (the
"Advisor"), Americana Corporation, or any of its affiliates. The Audit
Committee performs such functions and has such duties, powers and limitations
with respect to matters concerning auditing of and financial reporting by the
Corporation as may be determined by the Board of Directors. In 1995, the
Audit Committee consisted of Messrs. Kaynor and Sexton. The Audit Committee
met formally two times during 1995.
The Executive Committee has authority to exercise all powers of the Board
of Directors, except that it does not have the authority to issue shares of
the Corporation's Common Stock, declare dividends or distributions in stock,
elect directors or officers, approve investment commitments, adopt changes in
the Corporation's investment policies, recommend to the stockholders any
action which requires stockholder approval, amend the By-Laws or approve any
merger or share exchange which does not require stockholder approval. The
Executive Committee did not meet formally during 1995.
Certain Relationships and Related Transactions
Americana Corporation ("the Advisor") advises the Corporation with respect to
its investments and administers the day-to-day operations of the Corporation,
all subject to the general supervision of the Corporation's Board of
Directors. The Corporation's President, George H. Bigelow is the sole
shareholder of the Advisor. Of the four Directors of the Corporation, only
one, George H. Bigelow, is affiliated with the Advisor.
As part of the Restructuring Plan, the Corporation entered into an advisory
agreement with the Advisor, which had an initial term of five years beginning
May 9, 1986. This agreement provided for an annual base fee equal to the
greater of $800,000 or 10% of adjusted net income as defined. The agreement
also provided for an incentive fee equal to 10% of the excess, if any, of net
gains over net losses (as defined) from the disposition of specified
investments. In connection with the advisory agreement, the Corporation
issued to the Advisor options to purchase 1,459,375 shares of its common
stock at an initial exercise price of $10.63, which was the average market
price of the stock for the 30 days prior to the issuance of options on May 9,
1986. The option exercise price was subsequently reduced by amounts equal to
liquidating distributions paid by the Corporation.
As part of the Corporation's Plan of Liquidation, it was anticipated that the
Corporation would exercise its termination rights under the advisory
agreement and enter into a new advisory agreement with the Advisor which
would allow it a lower base fee and more flexibility with regard to the
termination of the agreement and the ultimate liquidation of the Corporation.
On December 1, 1990, the Corporation exercised such termination rights. The
new advisory agreement provides for a base fee, a continuation of the
existing 10% incentive fee concerning net gains from property dispositions
and a 15% incentive fee based on proceeds in excess of defined amounts from
the sale of properties. The agreement contemplates that the amount of the
annual base fee will be subject to adjustment based on considerations of the
time and services the Advisor will provide. The agreement can be terminated
upon two months' notice by the Corporation, or six months' notice by the
Advisor, and has no provision for payment of termination fees.
Aggregate fees paid to the Advisor were $560,000 of base fees in 1995;
$580,000 in 1994; $512,000 in 1993; and $663,000 in 1992 (comprised of
$400,000 base fees and $263,000 incentive fees related to the disposition of
the Snow King Resort in Jackson, Wyoming).
During 1993, the Corporation paid $60,000 in consulting fees to Property
Capital Associates, Inc., a corporation wholly owned by John A. Cervieri Jr.,
Chairman of the Corporation. The Corporation also paid $36,000 in consulting
fees to Akin Bay Company, a partnership which is approximately 50% owned by
William A. Kaynor, a director of the Corporation.
5
<PAGE>
STOCK PERFORMANCE GRAPH
The graph below shows a comparison of the five year cumulative total
stockholders' return assuming $100 invested in Americana Hotels and Realty
Corporation Common Stock on December 31, 1990 compared to a similar
investment in the Standard & Poor's Composite 500 Stock Price Index and the
National Association of Real Estate Investment Trusts, Inc. ("NAREIT") Hybrid
REIT Index. The graph assumes all liquidating distributions and dividends are
reinvested. The stock price performance shown on the graph is not necessarily
indicative of future price performance.
********************************** [LINE GRAPH] ******************************
Comparison of Five-Year Cumulative Total Return
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- ------------- ------ ------ ------ ------ ------ --------
AHRC $100 $ 92 $ 93 $108 $123 $156
S&P 500 $100 $130 $141 $155 $157 $215
NAREIT Hybrid $100 $139 $162 $197 $204 $251
*****************************************************************************
RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
At the Annual Meeting of Stockholders, stockholders will vote on the
ratification of the appointment of KPMG Peat Marwick as the Corporation's
independent certified public accountants for fiscal 1995. KPMG Peat Marwick
has served as the Corporation's independent certified public accountants
since the Corporation's inception in 1982. A representative of KPMG Peat
Marwick will be present at the Annual Meeting of Stockholders to answer any
stockholder questions. The representative will be given the opportunity to
make a statement if he desires to do so, and is expected to be available to
respond to appropriate questions. KPMG Peat Marwick has no financial interest
in the Corporation and has not had any connection with the Corporation in the
capacity of promoter, underwriter, trustee, director, officer or employer.
Although not required to do so, the Board of Directors considers it advisable
to submit the appointment of KPMG Peat Marwick to the Corporation's
stockholders for their ratification.
If the stockholders do not ratify the appointment of KPMG Peat Marwick,
the Board of Directors will give consideration to the appointment of other
independent certified public accountants at the earliest practicable date.
The Directors of the Corporation recommend a vote FOR the ratification of
the appointment of KPMG Peat Marwick as the Corporation's independent
certified public accountants.
6
<PAGE>
OTHER BUSINESS
The Directors do not intend to present any other business before the
Annual Meeting of Stockholders and have no reason to believe that any will be
presented to the meeting. If, however, any other business should properly be
presented to the meeting, the persons named in the enclosed form of proxy
will vote such proxy in accordance with their judgment on any such matter.
INCORPORATION BY REFERENCE
The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 is incorporated herein by reference.
SUBMISSION OF PROPOSALS FOR 1997 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must be received by the Corporation's Secretary at
535 Boylston Street, Boston, Massachusetts 02116, no later than February 28,
1997.
BY ORDER OF THE BOARD OF DIRECTORS
Morris W. Kellogg, Secretary
March 29, 1996
Boston, Massachusetts
7
<PAGE>
PROXY
AMERICANA HOTELS AND REALTY CORPORATION
535 Boylston Street
Boston, Massachusetts 02116
This Proxy is Solicited on Behalf of the Board of Directors. The
undersigned hereby appoints John F. Sexton and William A. Kaynor as Proxies,
each with the power to appoint his or her substitute, and authorizes them to
represent and to vote as designated below, all the shares of Common Stock of
Americana Hotels and Realty Corporation held of record by the undersigned on
March 29, 1996 at the Annual Meeting of Stockholders to be held on May 21,
1996 or any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
(except as marked to the vote for all
contrary below) nominees listed below
G.H. Bigelow, J.A. Cervieri Jr., W.A. Kaynor, J.F. Sexton
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK AS THE INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE CORPORATION.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, to be signed on other side)
<PAGE>
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this Proxy will be
voted for Proposals 1 and 2.
_________________________________
Signature
_________________________________
Signature if held jointly
Dated: ___________________ , 1996
---------------------------------
Please mark, sign, date and
return the proxy card promptly
using the enclosed envelope.
---------------------------------
Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
