PALMETTO REAL ESTATE TRUST
45 LIBERTY LANE
GREENVILLE, SOUTH CAROLINA 29607
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
JUNE 7, 1996
TO SHAREHOLDERS OF PALMETTO REAL ESTATE TRUST:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of
Palmetto Real Estate Trust (hereinafter sometimes referred to as the "Trust")
will be convened at the Greenville Hilton Hotel, 45 Orchard Park Drive at the
intersection of I-385 and Haywood Road, Greenville, South Carolina on Friday,
June 7, 1996 at 11:30 a.m., E.D.T., for the following purposes:
(1) To elect eight (8) Trustees for the governing body of the Trust
until the next Annual Meeting or until their successors are duly elected and
qualified in accordance with the provisions of the Trust.
(2) Appointment of certified public accountants for fiscal year 1996 in
accordance with the information presented at the meeting.
(3) To transact such further business as may properly come before the
meeting or any adjournment thereof.
NOTICE IS FURTHER GIVEN that the Board of Trustees has fixed the close of
business on May 1, 1996 as the record date for the determination of
shareholders who are entitled to receive notice of and to vote at the Annual
Meeting or any adjournment thereof.
You are cordially invited to attend the Annual Meeting in person. In the
event you are unable to do so, it would be appreciated if you would sign and
return the enclosed form of Proxy in the accompanying envelope which requires
no postage if mailed in the United States.
By Order of the Board of Trustees,
Melvin K. Younts, Secretary
May 5, 1996
IT IS IMPORTANT THAT YOUR SHARE IS REPRESENTED AT THE ANNUAL MEETING IN ORDER
THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. PLEASE SIGN AND RETURN YOUR
PROXY PROMPTLY.
SHAREHOLDERS MAY REVOKE A PROXY UPON DELIVERY TO THE SECRETARY OF THE COMPANY
OF A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER
DATE. SHAREHOLDERS MAY ALSO REVOKE A PROXY BY ATTENDING THE ANNUAL MEETING OF
SHAREHOLDERS AND VOTING IN PERSON.
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PALMETTO REAL ESTATE TRUST
45 LIBERTY LANE
GREENVILLE, SOUTH CAROLINA 29607
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Palmetto Real
Estate Trust (the "Trust") in connection with the solicitation of proxies for
the Annual Meeting of shareholders to be held at the Greenville Hilton Hotel,
45 Orchard Park Drive, at the intersection of I-385 and Haywood Road,
Greenville, South Carolina on Friday, June 7, 1996, at 11:30 a.m., E.D.T.
SOLICITATION AND REVOCATION OF PROXY
The Proxy accompanying this Proxy Statement is SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES OF THE TRUST for use at such Annual Meeting of shareholders
or any adjournment or adjournments thereof. The Trust does not intend to
solicit proxies otherwise than by use of the mails, but certain officers and
regular employees of the Trust or its subsidiaries, without additional
compensation, may use their personal efforts, by telephone or otherwise, to
obtain proxies.
The shares represented by the accompanying proxy will be voted if the
proxy is properly signed and received by the Trust prior to the time of the
Annual Meeting. Where specific instruction is given on any proxy to vote on
any matter to come before the meeting, the proxy will be voted in accordance
with such instructions. If no such instruction is given, the proxy will be
voted "FOR" the eight nominees to the Board of Trustees named herein, the
independent auditors and any other discretionary matter which lawfully comes
before the meeting. Any such proxy submitted hereunder shall be subject to
revocation at the option of the person executing the same by written
notification to the Secretary at any time prior to exercise, and the voting
thereof shall be suspended if the person giving the same attends the meeting
and elects to vote in person. Any proxy granted may also be revoked by the
shareholder later granting a subsequently dated proxy to any other person
entitled to vote at the meeting.
PROXY SOLICITATION COST
The expense in connection with the solicitation of proxies, including the
cost of preparing assembling and mailing this Proxy Statement and the related
material, will be borne by the Trust.
VOTING RIGHTS
Pursuant to the provisions of the governing instrument of the Trust (the
"Declaration of Trust"), the Trustees have fixed May 1, 1996, as the record
date for the determination of shareholders entitled to receive notice of, and
to vote at the Annual Meeting. Only shareholders of record at the close of
business on that date will be entitled to such notice and to vote at said
meeting.
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The voting securities of the Trust outstanding at the close of business
on May 1, 1996 consisted of 1,770,006 shares of Beneficial Interest with par
value of $1.00 per share, each of which is entitled to one vote. The
presence, in person or by proxy of the holders of thirty (30%) percent of the
shares entitled to vote at said meeting is necessary for a quorum. As of May
1, 1996, the Trust held in possession 57,272 treasury shares not included in
the above total indicated as issued and outstanding. The treasury stock is
not voting stock.
In accordance with Section 2.2 of the Declaration of Trust, all
shareholders have an absolute right of cumulative voting at the time of
election of Trustees. Other than marking the ballot accordingly in order that
same can be properly verified by the vote counter, upon compliance with the
provisions of Section 2.2, a shareholder who desires to cumulate votes by
utilizing the proxy shall conspicuously indicate his intention on the proxy
form and attach a brief explanation as to exactly how he wishes his vote cast
so that the proxy committee can vote the same at the Annual Meeting.
Additionally, if a shareholder votes "FOR" and grants discretionary authority
on the proxy form, the proxyholder, including any present member of the Board
of Trustees, is entitled to cumulate votes for the nominees of his choice by
following the procedure outlined herein.
Section 2.2 requires that each shareholder entitled to vote at an Annual
Meeting of shareholders for the election of Trustees shall have the right to
cumulate his votes either (1) by giving to one candidate as many votes as
shall equal the number of Trustees who are to be elected multiplied by the
number of shares owned by such shareholder, or (2) by distributing his votes
on the same principle among any number of candidates. The candidates
receiving the highest number of votes up to the number of Trustees to be
elected shall be elected. A shareholder who intends to vote his shares
cumulatively for Trustees as provided above shall either (1) give written
notice of such intention to the Chairman or Secretary of the Trust not less
than forty-eight (48) hours before the time fixed for the meeting, or (2)
announce his intention at such meeting before the voting for Trustees shall
commence; upon notice given either way, all shareholders are entitled to
cumulate their votes. If a shareholder intending to cumulate his vote gives
notice at the meeting, the person presiding may, or if requested by any
shareholder, recess the meeting for a period not to exceed two hours.
PRINCIPAL SHAREHOLDERS
In accordance with Securities and Exchange Commission regulations, the
Trust must disclose the principal shareholders of the Trust, which is defined
as any shareholder who owns beneficially (5%) percent or more of the
outstanding voting shares of beneficial interest which is the only class of
stock outstanding. As of May 1, 1996, there were four such shareholders whose
beneficial ownership of stock is summarized as follows:
Name Shares Beneficially Owned Percentage
- ---- ------------------------- ----------
Melvin K. Younts 111,680 6.3%
Fountain Inn, SC
John A. Kuhne * 485,953 27.5%
Greenville, SC
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Billy B. Huskey 100,000 5.6%
Greenville, SC
Ted D. Smith 100,000 5.6%
Greenville, SC
* Belk Simpson Company, Inc. owns 483,603 shares and Mr. Kuhne,
as President of Belk Simpson Company, Inc., votes these
shares.
The above shareholders have both the sole voting and investment power
with regard to all shares beneficially owned. Melvin K. Younts is at present
a Trustee of the Trust, and furthermore, is a nominee to be re-elected as a
Trustee of the Trust for the coming fiscal year. There are no "control
person(s)", either Trustee or shareholder connected with the Trust as defined
under the Securities Act of 1933; Regulation C, Rule 405(F).
OWNERSHIP OF MANAGEMENT
The contracted manager, Billy A. Franks, owns 4,583 shares of common
stock registered in the name of B. A. Franks.
ANNUAL REPORT
The Annual Report of the Trust for the year 1995 with comparisons to
1994, including financial statements, is mailed simultaneously to the
shareholder. No part of such Annual Report shall be regarded as proxy
soliciting material or as a communication by means of which any solicitation
is being or is to be made.
ELECTION OF TRUSTEES
The governing By-Laws and Declaration of Trust provide for the number on
the Board of Trustees to be determined by the Trustees. The original Trustees
of the Declaration of Trust number ten (10) but the Trustees unanimously
agreed to increase that number to twelve (12) during the year 1976. The
Trustees unanimously agreed to decrease the number to eleven (11) during 1977,
and unanimously agreed to continue to elect eleven (11) Trustees for the next
year. During the first part of 1991, the Trustees unanimously agreed to
reduce the Board of Trustees to nine (9). During 1992, the Trustees
unanimously agreed to reduce the Board of Trustees to seven (7). Seven (7)
Trustees were elected at the Annual Meeting of Shareholders in 1993. At the
Annual Trustees meeting in 1993, the number of Trustees was increased by
unanimous vote to eight (8) and this remains to date.
The term of office of the (8) Trustees presently serving the Trust shall
expire on the date of the Annual Meeting and their successors shall be duly
elected at the Annual Meeting to serve until the next meeting or until their
successors shall be duly elected and qualified.
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BOARD OF TRUSTEE AFFILIATIONS
Melvin K. Younts is a partner of Younts, Alford, Brown & Goodson,
Attorneys, who serve as legal counsel for the Trust.
NOMINEES FOR TRUSTEES
The names of the Trustees are listed opposite for whom the proxy
solicited will be voted unless such authority is withheld. The following
table sets forth the name, age, office held, year elected, number of shares
beneficially owned, the percentage of total shares outstanding beneficially
owned, and their principal occupation.
Each nominee for Director has indicated that he is willing and able to
serve as a Director if elected. However, if any nominee should become unable
to serve or will not serve, the persons named on the enclosed proxy card will
vote for such other nominees and substitute nominees as designated by the
Board of Directors.
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<TABLE>
Shares
Nominees and Office Year Beneficially
Trustees Age Held Elected Owned Percentage Principal Occupation
- ------------ --- ------- ------- ------------ ---------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Melvin K. Younts 66 Secretary- 1971 111,680 6.3% Partner - Younts, Alford,
Fountain Inn, SC Treasurer Brown and Goodson, Attorneys
Greenville, SC
James A. Boling 70 Chairman 1971 73,142 4.1% Agent - State Farm Ins. Co.
Greenville, SC Greenville, SC
William J. Ables 73 President 1988 31,331 1.8% Retired Dist. Sales Manager
Greenville, SC State Farm Insurance Company
Greenville, SC
S. Hunter Howard, Jr. 42 1988 29,941 1.7% Executive Vice President - South
Columbia, SC Carolina Chamber of Commerce
Columbia, SC
Welch M. Bostick 56 1996 500 .001% Senior Vice Pres. - Finance
Greenville, SC Belk-Simpson Company
Greenville, SC
R. Riggie Ridgeway 50 1993 500 .001% Executive Vice President
Easley, SC The Peoples National Bank
Easley, SC
Gary S. Thompson, Jr. 40 Vice- 1994 500 .001% Owner - Employee Benefits
Greenville, SC President and Investment Services
Greenville, SC
C. Laney Younts 31 1990 7,814 .004% Pres. - Commercial Mortgage Corp.
Greenville, SC First State Mortgage Bankers
Greenville, SC
NOTES: 1. There has been no change in principal occupation or employment of any Director or Officer during the
past five (5) years.
2. Melvin K. Younts is also a Trustee of Real Estate Fund Investment Trust.
3. All nominees have the sole voting and investment power with regard to all shares beneficially owned.
</TABLE>
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EXECUTIVE COMMITTEE
The Executive Committee consists of four (4) members of the Board of
Trustees. The Executive Committee is elected by the Board of Trustees who has
in the past elected the Chairman, President, Vice- President and
Secretary-Treasurer to act as the Executive Committee. This committee acts on
all matters necessary for the benefit of the Trust in the absence of the full
Board. It conducts all the necessary functions in matters needed for
maintaining and generating the business of the Trust. The Executive Committee
meets more often than the Board of Trustees. These meetings are recorded and
the minutes transcribed and sent to each Trustee.
AUDIT COMMITTEE
The Board of Trustees also elects an Audit Committee to oversee the
financial matters of the Trust. This committee consisted of Gary S. Thompson,
Jr., Hunter Howard, Jr., and James A. Boling during the year 1995. This
committee is responsible for reviewing and overseeing all the financial
information and reports of the Trust. Furthermore, this committee makes
financial recommendations and implements the financial recommendations by the
Board of Trustees.
REMUNERATION
During the fiscal year ended December 31, 1995, a total of $7,500.00 was
received by the Trustees for the Trustees' Meetings, Executive Committee
Meetings and Audit Committee Meetings held during 1995. Trustees are paid on
the basis of Three Hundred Dollars ($300.00) per meeting attended or as any
designated and authorized service directed by the Trustees involving a part
of, or, an entire day. There was no other compensation paid any Trustee for
service in such capacity. In addition to the above remuneration received by
the Trustees, as stated above, Billy A. Franks received, as independent
contractor, $26,400.00 in 1995 as a fee for acting as Managing Agent for the
Trust. There was no compensation or remuneration paid to any officer of the
Trust for services rendered during the fiscal year except the law firm of
Younts, Alford, Brown & Goodson, of which Melvin K. Younts is a partner. The
sum of $5,013.75 was paid to this firm for legal services rendered. All
Trustees attended at least 75% of the Trustee and Committee Meetings held
during 1995. Trustees were not paid any other expense during 1995. There are
no nominating or compensation committees.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Crisp Hughes & Co., L.L.P. was elected at the 1995 Annual
Shareholders Meeting as the independent public accountants for the Trust.
Representatives of this firm are expected to be present at the Annual Meeting
of Shareholders and will have the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions
raised orally at the meeting. There were no substantial non-audit fees paid
to Crisp Hughes & Co., L.L.P. during the fiscal year 1995, the fees being for
the quarterly and annual reports and income tax returns. The only non-audit
fees paid were for preparation of corporate tax returns, 10-Ks, 10-Qs and the
fees amounted to less than one third (1/3) of the total fees. The total fees
paid to Crisp Hughes & Co., L.L.P. during 1995 were $20,340.00.
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STOCK OPTIONS - RETIREMENT
There are no stock options or retirement plans involving the Trust or
benefiting any Trustee, Officer, Director, or employee of the Trust.
TRANSACTIONS WITH TRUSTEES
During the fiscal year ended December 31, 1995, there have been no other
transactions with any of the Trustees or their families on any matters of
acquisitions, sales or otherwise, than those listed in the above paragraph.
PERFORMANCE
The following information compares the Trust profits and dividends for
the past five (5) years:
Year Net Earnings Dividends Paid
1991 .136 .150
1992 .115 .140
1993 .200 .1525
1994 .209 .2175
1995 .253 .205
The shares of the Trust are not listed on any stock exchange. The shares
are considered to be over-the-counter trades. However, there were not any
known over the counter transactions during 1995. In the past, shareholders
have notified the Trust office of a desire to sell and purchasers have been
located to acquire the stock offered for sale. The price has been determined
between the parties. The sell price of shares for the past five (5) years, to
the knowledge of the Trust office, has been to-wit:
Year Price
1991 $1.25
1992 $1.25
1993 $1.25
1994 $1.75
1995 $2.50
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PROPOSAL OF SHAREHOLDERS
If any shareholder has a proposal which they desire to have included for
consideration at the next Annual Meeting to be held in May or June of 1997,
the said shareholder must submit the proposal in writing to the Board of
Trustees no later than January 30, 1997.
SHAREHOLDER PROPOSALS
There are no proposals filed by a shareholder for consideration at the
Annual Meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the Trustees know of no business
other than the election of eight (8) trustees and the appointment of the
auditor at the Annual Meeting. If other business is properly presented for
action at said meeting, the proxies with respect hereto will be voted in
accordance with the discretion of the proxyholders.
May 5, 1996 By Order of the Board of Directors
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
A COPY OF THE ANNUAL REPORT OF THE TRUST IS BEING MAILED AND SUPPLIED
SIMULTANEOUSLY WITH THIS PROXY STATEMENT. UPON WRITTEN REQUEST, THE TRUST
WILL PROVIDE TO ANY SHAREHOLDER WITHOUT CHARGE A COPY OF THE REMAINDER OF THE
FINANCIAL STATEMENTS AND INFORMATION CONTAINED IN FORM 10-K FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1995, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE REQUEST SHOULD BE ADDRESSED TO PALMETTO REAL ESTATE TRUST, 45
LIBERTY LANE, GREENVILLE, SOUTH CAROLINA 29607.
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TRUSTEES
William J. Ables
James A. Boling
Welch M. Bostick
S. Hunter Howard, Jr.
R. Riggie Ridgeway
Gary S. Thompson, Jr.
C. Laney Younts
Melvin K. Younts
OFFICERS
James A. Boling, Chairman
Williams J. Ables, President
Gary S. Thompson, Jr., Vice-President
Melvin K. Younts, Secretary-Treasurer
AUDITORS
Crisp Hughes & Co., L.L.P.
Post Office Box 25849
Greenville, South Carolina 29616
ATTORNEYS
Younts, Alford, Brown & Goodson
Post Office Box 566
Fountain Inn, South Carolina 29644
TRANSFER AGENT
Palmetto Real Estate Trust
INDEPENDENT MANAGING CONTRACTOR
Billy A. Franks
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PALMETTO REAL ESTATE TRUST
45 LIBERTY LANE
GREENVILLE, SOUTH CAROLINA 29607
PROXY FOR ANNUAL MEETING
JUNE 7, 1996
The undersigned revoking all previous proxies, appoints Hunter Howard,
Jr., Trustee and Melvin K. Younts, Secretary-Treasurer, or either of them or
their attorneys and agents with power of substitution in each of them for and
in behalf of the undersigned, to vote as proxy at the Annual Meeting of the
shareholders of Palmetto Real Estate Trust, to be held at the Greenville
Hilton Hotel, 45 Orchard Park Drive at the intersection of I-385 and Haywood
Road, Greenville, South Carolina on Friday, June 7, 1996 at 11:30 A.M.,
E.D.T., and at any adjournment thereof, according to the number of shares that
the undersigned would be entitled to vote if then personally present upon
election of Trustees, and any other proposals and matters to come before the
meeting; the undersigned agrees that the said proxies and each of them may
vote in accordance with their discretion on all matters which may legally come
before the meeting unless authority is withheld below.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
ELECTION OF PROPOSED TRUSTEES
Melvin K. Younts [ ] For [ ] Authority Withheld
James A. Boling [ ] For [ ] Authority Withheld
William J. Ables [ ] For [ ] Authority Withheld
Hunter Howard, Jr. [ ] For [ ] Authority Withheld
R. Riggie Ridgeway [ ] For [ ] Authority Withheld
Welch M. Bostick [ ] For [ ] Authority Withheld
Gary S. Thompson, Jr. [ ] For [ ] Authority Withheld
C. Laney Younts [ ] For [ ] Authority Withheld
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APPOINTMENT OF CERTIFIED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1996 IN ACCORDANCE
WITH INFORMATION PRESENTED AT THE MEETING.
IT IS UNDERSTOOD THAT UPON THIS PROXY BEING SIGNED AND RETURNED TO THE TRUST
WITHOUT INSTRUCTIONS AS TO THE ELECTION OF PROPOSED TRUSTEES AND INDEPENDENT
AUDITORS, THAT IT WILL BE VOTED FOR THE NOMINEES FOR TRUSTEES AND AUDITORS AS
CONTAINED IN THE PROXY STATEMENT. FURTHERMORE, IT IS UNDERSTOOD THAT THIS
PROXY CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS WHICH MAY LAWFULLY
COME BEFORE THE MEETING AND WHICH ARE NOT KNOWN OR DETERMINED AT THE TIME OF
MAILING OF THE NOTICE OF THE MEETING TO THE UNDERSIGNED.
- -------- ------------------------------------------------------------
Date Sign exactly as name printed hereon
- PROMPT RETURN OF THIS PROXY IS SOLICITED BY BOARD OF TRUSTEES -
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