<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT
Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
--------------------
/X/ Filed by the Registrant
/ / Filed by a party other than the Registrant
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MISSION WEST PROPERTIES
(Registrant)
Commission File Number 1-8383
Payment of filing fee:
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ / $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 transactions applies:
------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) 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>
MISSION WEST PROPERTIES
6815 Flanders Drive, Suite 250
San Diego, California 92121-3914
------------------------
------------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 22, 1996
------------------------
------------------------
TO THE SHAREHOLDERS:
The annual meeting of shareholders of Mission West Properties (the
"Company") will be held at One America Plaza, 600 West Broadway, San Diego,
California, in the Second Floor Conference Room, on Friday, March 22, 1996, at
9:00 a.m. for the following purposes:
1. To elect directors for the following year.
2. To receive the report of management.
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement of the meeting.
Only shareholders of record at the close of business on February 15, 1996,
will be entitled to vote at the meeting. Each of these shareholders is
cordially invited to be present and vote at the meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY. THIS IS IMPORTANT BECAUSE A MAJORITY OF
THE SHARES MUST BE REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A
QUORUM. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN THOUGH YOU SEND
IN YOUR PROXY EARLIER.
By Order of the Directors
Katrina L. Thompson
Secretary
THE DATE OF THIS PROXY STATEMENT IS FEBRUARY 15, 1996.
<PAGE>
MISSION WEST PROPERTIES
6815 Flanders Drive, Suite 250
San Diego, California 92121-3914
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 22, 1996
------------------------
GENERAL INFORMATION
Your proxy in the enclosed form is solicited by the Board of Directors ("Board"
or "Directors") of Mission West Properties, a California corporation (the
"Company"), for use at the annual meeting of shareholders to be held on March
22, 1996, for the purposes set forth in the accompanying notice and at any
adjournment or postponement of that meeting. The mailing of this Proxy
Statement and the accompanying form of proxy to shareholders of the Company is
expected to commence on or about February 22, 1996.
The shares represented by any proxy in the enclosed form will be voted in
accordance with the instructions given on the proxy if the proxy is properly
executed and is received by the Company prior to the close of voting at the
meeting or any adjournment or postponement thereof. Proxies received by the
Company on which no contrary instruction has been given will be voted FOR the
election of directors nominated by the Nominating Committee of the Board of
Directors as set forth in this Proxy Statement. A shareholder giving a proxy
has the power to revoke it at any time before it is exercised. A proxy may be
revoked by filing with the Secretary of the Company an instrument revoking it or
a duly executed proxy bearing a later date. The powers of the proxy holders
will be suspended if the person executing the proxy is present at the meeting
and votes in person.
The cost of soliciting proxies in the enclosed form will be borne by the
Company. Solicitation will be made primarily by mail but shareholders may be
solicited by telephone, telegraph, or personal contact. The Directors may
retain the services of a proxy-soliciting firm for soliciting proxies from those
entities holding shares in street name.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any shareholder desiring to have a proposal included in the Proxy Statement and
form of proxy for the 1997 Annual Meeting of Shareholders must submit that
proposal in writing to the executive offices of the Company by October 14, 1996.
<PAGE>
VOTING SECURITIES
The outstanding securities of the Company at February 15, 1996, consisted of
1,368,721 shares of Common Stock. Each shareholder of record at the close of
business on February 15, 1996, is entitled to one (1) vote for each share of
Common Stock then held. California law permits cumulative voting for the
election of directors in the circumstances described under "ELECTION OF
DIRECTORS" below. Shares of the Company are traded on the American and Pacific
Stock Exchanges. The following table sets forth the beneficial ownership of the
outstanding shares of the Company held at February 15, 1996, by the only persons
known to management to be the beneficial owners of more than five (5) percent of
these shares.
<TABLE>
<CAPTION>
Shares Beneficially
Owned as of Percent of
Beneficial Owner February 15, 1996 Class
--------------------------------------- ------------------- ----------
<S> <C> <C>
Triton Group Ltd. 676,050 49.39%
Michael M. Earley, President and Chief
Executive Officer
550 West "C" Street, Suite 1880
San Diego, CA 92101
Byron B. Webb, Jr. 165,609(1) 10.94%
1026 Wall Street
La Jolla, CA 92037
J. Gregory Kasun 101,956(1) 6.74%
6815 Flanders Drive, Suite 250
San Diego, CA 92121
Dimensional Fund Advisors 71,700(2) 5.24%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
</TABLE>
------------------------------
(1) Includes shares that may be acquired within 60
days after February 15, 1996, upon the exercise of
stock options as follows: Mr. Webb, 14,000; Mr.
Kasun 89,600.
(2) Shares owned as of December 31, 1995, the most
recent data available.
TRITON GROUP LTD.
Triton Group Ltd. ("Triton"), of which Michael M. Earley is president, chief
executive officer, and a director, is a publicly owned company, the shares of
which are traded on the American Stock Exchange. Triton is an operating/holding
company that has been disposing of its investments in accordance with a
previously announced plan of liquidation; Mission West Properties is its only
remaining significant subsidiary. A majority of the shares owned by Triton are
pledged to Security Pacific Business Credit as security for a loan. John C.
Stiska, chief executive officer of Triton through January 26, 1996, resigned as
a Director of Mission West Properties effective February 6, 1996. Upon Mr.
Stiska's resignation, the Company's Board of Directors reduced the number of
Directors to six.
OWNERSHIP OF TRITON SHARES BY EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
As of February 15, 1996, the Directors and executive officers of the Company own
in the aggregate 672,641 shares of Triton, of which 600,807 shares may be
acquired within 60 days after February 15, 1996, upon the exercise of stock
options or warrants.
- 2 -
<PAGE>
ELECTION OF DIRECTORS
Six (6) directors are to be elected at the 1996 Annual Meeting of Shareholders,
each to hold office until the next annual meeting and until a successor is
elected and qualified. It is intended that the proxies received will be voted
FOR election of the persons named below unless authority is withheld, reserving,
however, full discretion to vote such proxies for another person if any nominee
is unable or unwilling to serve, an event that is not anticipated. Any votes so
cast may be distributed among the persons voted for in such proportion as the
persons named in the enclosed proxy shall in their sole judgment determine.
In accordance with the California General Corporation Law, no shareholder may
cumulate votes (that is, cast for any one or more candidates a number of votes
greater than the number of the shareholder's shares) unless such candidate's or
candidates' name(s) have been placed in nomination prior to the voting and such
shareholder gives notice at the meeting, prior to the voting, of intention to1
cumulate his or her votes. If any shareholder gives such notice, every
shareholder may cumulate his or her votes and hence each share entitled to vote
for directors will represent six (6) votes that may be distributed by each
shareholder as desired among any one or more duly nominated candidates. In the
event of cumulative voting, the proxy solicited by the Directors confers
discretionary authority on the holders of the proxy to cumulate votes in such
manner as such holders shall deem to be best calculated to elect the maximum
number of the nominees for the Board of Directors.
The following table sets forth the shares of the Company beneficially owned at
February 15, 1996, by each Director and by all Directors and named executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Shares Beneficially
Name, Age, and Principal Occupation Director Owned as of Percent of
During Previous Five (5) Years Since February 15, 1996(1) Class(2)
- --------------------------------------------------------- -------- -------------------- ----------
<S> <C> <C> <C>
Michael M. Earley, 40; 1993 0(3) 0.00%
Chief Executive Officer (January 1996 to present),
President and Director (1994 to present),
Chief Operating Officer (1994 to January 1996),
Senior Vice President, Chief Financial Officer,
and Director (1991 to 1994) of Triton Group Ltd.;
Senior Vice President and Chief Financial Officer
(1991 to 1993), Vice President of Corporate
Development (1988 to 1991) of Intermark, Inc.(4);
Director of Ridgewood Properties, Inc.
Mark G. Foletta, 35; 1993 0(3) 0.00%
Director (January 1996 to present), Senior Vice
President, Chief Financial Officer, and
Corporate Secretary (1994 to present), Vice
President, Controller, and Corporate
Secretary of Triton Group Ltd. (1993 to 1994);
Vice President and Controller (1991 to 1993),
and Controller (1990 to 1991) of Intermark, Inc.(4)
J. Gregory Kasun, 40; 1993 101,956 6.74%
Chief Executive Officer (1994 to present),
President (1993 to present), Chief Financial
Officer, Vice President of Finance, and Corporate
Secretary (1989 to 1993) of Mission West Properties
William E. Nelson, 69; 1979 75,077 4.96%
President and Chief Executive Officer of Scripps
Institutions of Medicine and Science; Chairman
of Scripps Bank; Member of the California Bar;
Private investor engaged in development and
management of real estate and securities investments
</TABLE>
- 3 -
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially
Name, Age, and Principal Occupation Director Owned as of Percent of
During Previous Five (5) Years Since February 15, 1996(1) Class(2)
- --------------------------------------------------------- -------- -------------------- ----------
<S> <C> <C> <C>
Richard R. Tartre, 57; 1993 14,677(3) 0.97%
Chief Executive Officer of Astra Management Corp.
(mutual funds) (May 1995 to present); Managing
Director of Eden Financial Group, Inc. (insurance
and investment products) (1982 to August 1995);
Director of Burnham Pacific Properties;
Director of Triton Group Ltd. (1993 to present)
Byron B. Webb, Jr., 69; 1975 165,609 10.94%
President of La Jolla Savers and Mortgage Fund
(real estate finance); President of Home
Investment & Loan; President of Byron B. Webb, Inc.,
Palmyra, Missouri (bank holding company)
All Directors and named executive officers as a group 387,550 25.61%
(7 persons)(5)
</TABLE>
- ----------------------------
(1) Includes shares that may be acquired within 60 days after February 15,
1996, upon the exercise of stock options as follows: Mr. Kasun,
89,600; Mr. Nelson, 14,000; Mr. Webb, 14,000; and all Directors and
named executive officers as a group (7 persons), 141,840.
(2) Includes as outstanding 144,480 shares that may be acquired within
60 days after February 15, 1996, upon the exercise of stock options.
(3) Triton Group Ltd., of which Messrs. Earley and Foletta are officers
and directors and Mr. Tartre is a director, owns 676,050 shares of the
Company.
(4) In October 1992, Intermark, Inc. and its wholly owned subsidiary,
Triton Group Ltd., filed for reorganization under Chapter 11 U.S.
Bankruptcy code. The reorganization concluded June 25, 1993, at which
time Intermark, Inc. merged into Triton Group Ltd.
(5) As of February 15, 1996, Mr. Harve Filuk beneficially owned 30,231
shares of the Company, which represented 2.00% of the common stock
outstanding (this includes 24,240 shares that may be acquired within
60 days after February 15, 1996).
MEETINGS OF DIRECTORS
There were eight (8) meetings of the Directors during the year ended
November 30, 1995.
COMMITTEE MEETINGS
The Company's Compensation and Nominating Committee had two (2) meetings during
the year ended November 30, 1995. The principal functions of this committee are
to recommend to the Board the remuneration arrangements for Directors and
executive officers of the Company, including granting of stock options or other
benefits under similar plans, and to recommend to the Board nominees for
election as Directors by the shareholders. The Compensation and Nominating
Committee will consider shareholder recommendations of nominees for Directors to
be elected at subsequent annual meetings. These recommendations should be
submitted to the Compensation and Nominating Committee in writing in care of the
Company's executive offices and should include a resume of the individual's
background and qualifications. Messrs. Earley, Foletta, Nelson, Tartre, and
Webb constitute the current membership of the Compensation and Nominating
Committee.
The Company's Audit Committee had two (2) meetings during fiscal year 1995.
This committee recommends engagement and dismissal of the independent
accountants, monitors the Company's basic accounting policies, and reviews audit
reports and management letters and coordinates other services performed by the
independent accountants. The current members of the Audit Committee are Messrs.
Foletta, Nelson, and Webb.
- 4 -
<PAGE>
The Company's Bylaws provide for an Executive Committee with all the authority
of the Board of Directors to act on any matter except with respect to (i) the
approval of any action for which shareholder approval is required under the
California General Corporation Law, (ii) the filling of vacancies on the Board
or on any committee thereof, (iii) the fixing of compensation for Directors,
(iv) the adoption, amendment, or repeal of any bylaw, (v) the amendment or
repeal of any resolution of the Board, which, by its terms, is not so amendable
or repealable, (vi) any distribution to shareholders except at a rate or within
a price range determined by the Board, and (vii) the appointment of other
committees of the Board or the members thereof. There is currently no sitting
Executive Committee; no meeting of the Executive Committee was held during
fiscal year 1995.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Directors, executive officers, and each beneficial owner of more than ten (10)
percent of the Common Stock of the Company are required by section 16(a) of the
Securities Exchange Act of 1934 to file reports periodically disclosing their
transactions in the Company's securities. Based on a review of such reports, no
reporting person failed to file required reports on a timely basis during fiscal
year 1995.
RELATED PARTY TRANSACTION
During the first quarter of fiscal year 1995, in a noncash transaction, the
Company reacquired and retired 100,000 shares of its common stock. This
transaction was effected by a transfer of 100,000 shares of the Company's stock
from Triton to an affiliated tenant, at which point Triton's investment in the
Company decreased to 49 percent, and an exchange of the 100,000 shares from the
affiliated tenant to the Company as primary consideration for a modification of
the affiliated tenant's lease terms. Terms of the modification included an 8-
year extension of lease maturity and a reduction in rental rates. To determine
the appropriate action to take with respect to this matter, the Board of
Directors appointed a special committee of independent Directors (Messrs. Kasun,
Nelson, and Webb) who, after consulting with commercial real estate experts and
counsel and reviewing the related leasing market and business and financial
prospects for the affiliated tenant, agreed to the lease modification.
- 5 -
<PAGE>
REMUNERATION
SUMMARY OF COMPENSATION
The following table summarizes the compensation paid or accrued during the year
ended November 30, 1995, to each person who served as Chief Executive Officer
and to each other executive officer whose aggregate remuneration in all
capacities from the Company exceeded $100,000 (the "named executive officers")
during the fiscal year.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
----------------------------------------------------------
Other Annual No of Options All Other
Name and Principal Position Fiscal Year Salary Bonus Compensation(1) Granted Compensation
- ----------------------------------- ----------- -------- ------- --------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
J. Gregory Kasun 1995 $145,000 $15,000 $ 20,807 0 $ 0
President and Chief Executive 1994 135,000 15,000 5,600 0 82,125(2)
Officer; Former CFO and VP 1993 85,226 15,000 4,261 10,000 0
Harve Filuk 1995 85,000 15,000 9,165 0 0
Vice President 1994 85,000 25,000 67,980 0 0
1993 85,000 9,000 8,910 6,600 0
</TABLE>
- -------------------
(1) Includes the Company's contributions to its 401(k) Plan and its
Stock Purchase Plan, and participation payments in accordance
with the Company's Management Incentive Plan (see "REMUNERATION
-- Management Incentive Plan" below).
(2) Represents the difference between the option price and the market
price on the date of grant of 73,000 nonqualified stock options
granted and vested during fiscal year 1994.
EMPLOYMENT SEPARATION AGREEMENTS
The Company is a party to employment separation agreements with each of its
named executive officers. Each agreement provides that the officer be retained
as a consultant to the Company upon termination of employment other than for
cause, or upon resignation following a reduction in salary or benefits not
shared with all other employees of the Company, a reduction in corporate title,
or a relocation of the officer's place of work greater than 50 miles from the
Company's current headquarters. While a consultant, a former officer would
receive a consulting fee equal to the individual's annual base salary
immediately before termination, paid in a lump-sum or in monthly installments
for the consulting period, which ranges from 12 to 24 months. While a
consultant, the former officer would continue to be eligible to participate in
medical, dental, and life insurance programs generally available to the
Company's employees, for which the officer would contribute 50 percent of any
applicable premiums, and would be reimbursed for actual, pre-approved expenses
incurred while performing consulting services.
MANAGEMENT INCENTIVE PLAN
Certain former and current executive officers and staff participate in ten (10)
percent of the profits generated from the 1986 sale of the Company's properties
in Del Mar, California; Mr. Filuk has a three (3) percent interest in any such
profits, a former executive has a six (6) percent interest, and all other
employees share a one (1) percent interest. The term "profits" as used herein
means the amount by which the deferred sales prices exceed $12,400,000, the
estimated value of these properties at the time the Management Incentive Plan
was adopted. The amounts to which participants are entitled are based on cash
proceeds less related expenses. In fiscal year 1995 the following amounts were
distributed to the named executive officers in conjunction with this
arrangement: Mr. Filuk, $4,915; and all named executive officers as a group
(two (2) persons), $4,915.
- 6 -
<PAGE>
GRANTS OF STOCK OPTIONS
No options were granted to, and no options were exercised by, the named
executive officers during the year ended November 30, 1995.
At the 1991 Annual Meeting of Shareholders, the shareholders approved the 1990
Incentive Stock Option Plan (the "1990 Plan"), under which 200,000 shares of
Common Stock are reserved for issuance. The 1990 Plan succeeded the Company's
1981 Incentive Stock Option Plan pursuant to which no further options are
available for grant although outstanding options may be exercised according to
their terms. Options to purchase Common Stock of the Company may from time to
time be granted to executive officers and key employees as an incentive to
encourage the maximum effort by the grantees and their continued association
with the Company by facilitating their acquisition of, or increase in, a
proprietary interest in the Company. Such options constitute "incentive stock
options" as defined in Section 422A of the Internal Revenue Code and the
Treasury Regulations promulgated thereunder and conform to the requirements
thereof.
EXERCISES OF STOCK OPTIONS
The following table sets forth information regarding the exercise of stock
options by the named executive officers during the year ended November 30,
1995, and the value of unexercised options at year end.
<TABLE>
<CAPTION>
Number of Unexercised Value(1) of Unexercised
Options at In-the-Money Options at
November 30, 1995 November 30, 1995
No. of Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
- ---------------- ----------- -------------- ------------- -----------------
<S> <C> <C> <C> <C>
J. Gregory Kasun 0 0 89,600/61,300 $176,705/$131,970
Harve Filuk 0 0 24,240/7,260 $9,735/$10,890
</TABLE>
- -------------------
(1) Represents the difference between the exercise price of the options
and the closing price of the Company's Common Stock on November 30,
1995, of $5.25 per share.
COMPENSATION AND NOMINATING COMMITTEE REPORT REGARDING EXECUTIVE OFFICERS'
SALARIES IN FISCAL YEAR 1995
The Compensation and Nominating Committee's objective with respect to executive
compensation is to provide the executive officers of the Company with
competitive compensation that enables the Company to attract and retain
employees who contribute to the success of the Company, thereby maximizing
shareholder value. Among the factors considered by the Compensation and
Nominating Committee in setting the salaries of the executive officers of the
Company for the year ended November 30, 1995, were the operating results of the
Company in the preceding fiscal year compared to the expectations of the
committee for such fiscal year and the committee's evaluation of the degree of
difficulty encountered by management in achieving such operating results posed
by national and local economic conditions generally and other unforeseen
circumstances; the committee's evaluation of each officer's skill and judgment
in carrying out his assigned duties; the salaries paid to persons in similar
positions in other companies in the same geographic area; and the Company's own
historical patterns of remuneration. The salaries set for fiscal year 1995 were
also affected by the committee's anticipation that certain of the executive
officers would spend significant time exploring strategic alternatives available
to the Company, as well as by negotiation between the committee and the
executive officers.
- 7 -
<PAGE>
COMPENSATION AND NOMINATING COMMITTEE REPORT (CONTINUED)
Under Section 162(m) of the Internal Revenue Code, adopted in August 1993, and
regulations recently adopted thereunder, publicly held companies may be
precluded from deducting certain compensation paid to an executive officer in
excess of $1 million per year. The Company does not anticipate that a change in
its current compensation policy will be necessary for the purpose of qualifying
under Section 162(m).
By the Committee:
Michael M. Earley Richard R. Tartre
Mark G. Foletta Byron B. Webb, Jr.
William E. Nelson
COMPARISON OF SHAREHOLDER RETURN ON INVESTMENT
The following graph compares the percentage change in the cumulative total
shareholder return on the Common Stock of the Company for fiscal years 1991
through 1995, as of each fiscal year end, with (i) the cumulative total return
(assuming reinvestment of dividends) of the Russell 2000 Index, a broad equity
market index, and (ii) the cumulative total return (assuming reinvestment of
dividends) of a peer group of real estate companies with portfolios of
income-producing industrial and office properties believed by the Company's
management to be comparable to those of the Company.
<TABLE>
<CAPTION>
Peer
Group Russell MWP Year
- ----------- ----------- ----------- -----------
<S> <C> <C> <C>
100 100 100 1990
95 141 95 1991
98 174 47 1992
138 207 43 1993
145 204 82 1994
170 263 65 1995
</TABLE>
DIRECTORS' CASH COMPENSATION
Each Director who was not a salaried officer of the Company received $500 per
month and $750 for each meeting of the Board or any committee thereof he
attended; see also "REMUNERATION -- Director Stock Option Programs" and
"REMUNERATION -- Stock Purchase Plan" below.
DIRECTOR STOCK OPTION PROGRAMS
At the 1991 Annual Meeting of Shareholders, the shareholders approved the 1990
Director Stock Option Program (the "1990 Program"), under which 150,000 shares
of Common Stock are reserved for issuance. The 1990 Program succeeded the
Company's 1980 Initial Director Stock Option Program pursuant to which no
further options are available for grant, although outstanding options may be
exercised according to their terms. No options were granted under the 1990
Program, nor were any options exercised, during fiscal year 1995.
- 8 -
<PAGE>
The 1990 Program allows for granting of options to purchase shares of Common
Stock of the Company to Directors of the Company who do not receive a salary
from the Company, exclusive of Directors' fees. The option price in all
instances shall not be less than the fair market value of the shares on the date
of grant and all determinations as to grants of options, the number of shares
subject to option, and other terms and conditions of the options are made by the
Board upon the recommendation of the Compensation and Nominating Committee.
STOCK PURCHASE PLAN
The Company has available to its employees and Directors a plan whereby such
individuals can, through voluntary payroll deductions or other contributions of
up to $3,000 per month, acquire shares of Common Stock of the Company in the
open market. The Company contributes a matching $0.50 for each $1.00
contributed by individuals. During the year ended November 30, 1995, matching
contributions made by the Company to the Stock Purchase Plan on behalf of each
Director and the named executive officers were as follows: Messrs. Earley,
Foletta, and Filuk, $0; Mr. Kasun; $4,500, Mr. Nelson, $3,000; Mr. Tartre,
$6,375; Mr. Webb, $7,125; and all Directors and named executive officers as a
group (eight (7) persons) $21,000.
INDEPENDENT ACCOUNTANTS
The Company's independent accountants for the year ended November 30, 1995, were
Price Waterhouse LLP. A representative of Price Waterhouse LLP is expected to
attend the annual meeting, will have an opportunity to make a statement if he or
she desires to do so and will be available to respond to appropriate questions.
The Company has not yet selected an accounting firm to perform the audit of the
Company's financial statements for the year ending November 30, 1996, inasmuch
as such action is customarily undertaken by the Audit Committee later in the
fiscal year.
OTHER MATTERS
The Directors know of no other matters to be presented for action at the annual
meeting. As to any matter that may properly come before the meeting, the
proxies confer discretionary authority on the persons named therein and those
persons will vote the proxies in accordance with their best judgment with
respect thereto.
By Order of the Directors
Katrina L. Thompson
Secretary
February 15, 1996
San Diego, California
<PAGE>
MISSION WEST PROPERTIES Please mark
For Annual Meeting of Shareholders your vote as
March 22, 1996 indicated in
this example
The Board of Directors solicits your proxy for the following items.
WITHHELD
1. Election of Directors, nominees as follows: FOR FOR ALL
Michael M. Earley William E. Nelson
Mark G. Foletta Richard R. Tartre
J. Gregory Kasun Byron B. Webb, Jr.
WITHHELD FOR (write that nominee's name in the space provided below):
---------------------------------------------------------------------
2. As they shall in their sole judgment determine on any other matter
that may properly come before the meeting or any adjournment or
postponement thereof.
SIGNATURE(S)__________________________________________ DATE ____________________
NOTE: Please sign as name appears herein. Joint owners should sign. When
signing as attorney, executor, administrator, trustee, or guardian, please give
full title as such.
FOLD AND DETACH HERE
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael M. Earley, J. Gregory Kasun, and Byron
B. Webb, Jr., and each of them, as his agents and proxies with full power of
substitution to vote any and all shares of Common Stock of Mission West
Properties which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of said Company to be held March 22, 1996, or any adjournment or
postponement thereof, as specified on the reverse hereof.
This proxy will be voted as you specify on the reverse hereof. UNLESS OTHERWISE
MARKED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF SOME OR ALL OF THE PERSONS
NAMED IN PROPOSAL 1 ON THE REVERSE HEREOF, ALL OF WHOM HAVE BEEN NOMINATED BY
THE BOARD OF DIRECTORS OF MISSION WEST PROPERTIES FOR ELECTION AS DIRECTORS. In
the election of directors, the named proxy holders shall have discretion and
authority to cumulate votes and to distribute the votes represented by this
proxy among the nominees named in Proposal 1 in such proportions as they in
their sole judgment shall determine. If any such nominee is unable or unwilling
to serve or is otherwise unavailable, said proxy holders shall have discretion
and authority to vote in accordance with their judgment for other nominees or to
distribute such votes in such proportions among other nominees as they in their
sole judgment shall determine.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE.)
FOLD AND DETACH HERE
