PALMETTO REAL ESTATE TRUST
45 LIBERTY LANE
GREENVILLE, SC 29607
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
JUNE 3, 1999
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 Poinsett Club, 807 East Washington Street, Greenville, South
Carolina on Thursday, June 3, 1999 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 1999 in
accordance with 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, 1999 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 11, 1999
IT IS IMPORTANT THAT YOUR SHARES ARE 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
OR BY ATTENDING THE ANNUAL MEETING OF SHAREHOLDERS AND VOTING IN PERSON.
<PAGE>
<PAGE>
PALMETTO REAL ESTATE TRUST
45 LIBERTY LANE
GREENVILLE, SC 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 Poinsett Club, 807 East Washington
Street, Greenville, South Carolina on Thursday, June 3, 1999, 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, 1999 as the record date
for the determination of shareholders entitled to receive notice of, and to
vote at the
<PAGE>
<PAGE>
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.
The voting securities of the Trust outstanding at the close of business on May
1, 1999 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, 1999, 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 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, 1999, there were three such shareholders whose
beneficial ownership of stock is summarized as follows:
<PAGE>
<PAGE>
NAME SHARES BENEFICIALLY OWNED PERCENTAGE
- ---------------- ------------------------- ----------
Melvin K. Younts 254,930 14.4%
Fountain Inn, SC
Billy B. Huskey 200,000 11.3%
Greenville, SC
Ted D. Smith 100,000 5.6%
Greenville, SC
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 8,169 shares of common stock
registered in the name of B.A. Franks and Joleen F. Taylor, joint tenants, and
7,666 shares in the name of B. A. Franks and Ann S. Franks, joint tenants.
ANNUAL REPORT
The Annual Report of the Trust for the year 1998 with comparisons to 1997,
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 eight (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.
<PAGE>
<PAGE>
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.
PAGE
<PAGE>
<TABLE>
SHARES
NOMINEES AND AGE OFFICE YEAR BENEFICIALLY
TRUSTEES HELD ELECTED OWNED PERCENTAGE PRINCIPLE OCCUPATION
- ------------ --- ------ ------- ------------ ---------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Melvin K. Younts 69 Secretary- 1971 254,930 14.4% Partner-Younts, Alford, Brown
Fountain Inn, SC Treasurer and Goodson, Attorneys
Greenville, SC
James A. Boling 73 Chairman 1971 5,100 0.3% Agent - State Farm Ins. Co.
Greenville, SC Greenville, SC
Williams J. Ables 76 President 1988 41,868 2.4% Retired Dist. Sales Manager
Greenville, SC State Farm Insurance Company
Greenville, SC
S. Hunter Howard, Jr. 45 1988 54,541 3.1% Pres. & Chief Ex. Officer-South
Columbia, SC Carolina Chamber of Commerce
Columbia, SC
Billy B. Huskey 72 1998 200,000 11.3% President
Greenville, SC Huskey Construction Co.
Greenville, SC
R. Riggie Ridgeway 53 1993 500 .001% President
Easley, SC The Peoples National Bank
Easley, SC
S. Hunter Howard, Sr. 73 Vice- 1998 20,000 1.1% Retired Summary Court Judge
Fountain Inn, SC President Greenville, SC
C. Laney Younts 34 1990 31,714 1.8% Pres.-Younts Properties, Inc.
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. All Nominees have the sole voting and investment power with regard to all shares beneficially
owned.
</TABLE>
<PAGE>
<PAGE>
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.
The Executive Committee also makes nominations to serve on the Board of
Trustees prior to each annual meeting in order that the nominees can be listed
on the Proxy Solicitation statement.
AUDIT COMMITTEE
The Board of Trustees also elects an Audit Committee to oversee the financial
matters of the Trust. This committee consisted of Hunter Howard, Jr., and James
A. Boling during the year 1998. 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.
COMPENSATION COMMITTEE
During 1998, a Compensation Committee was appointed to meet after the audit is
complete and report to the Executive Committee in April of each year. This
committee is composed of Hunter Howard, Jr., Chairman, Billy Huskey and Laney
Younts.
REMUNERATION
During the fiscal year ended December 31, 1998, a total of $9,000.00 was
received by the Trustees for the Trustee Meetings, Executive Committee Meetings
and Audit Committee Meetings held during 1998. 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. The Executive Committee consisting of Officers of the Trust receive
One Hundred Dollars ($100.00) per month for services and expenses in addition
to Trustee compensation as above stated. 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, $30,000.00 in 1998 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 $2,882.00 was paid to this firm for legal services
rendered. All Trustees attended at least 75% of the Trustee and Committee
Meetings held during 1998. Trustees were not paid any other expense during
1998.
<PAGE>
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Crisp Hughes Evans L.L.P., was elected at the 1998 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 Evans L.L.P., during the fiscal year 1998, 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-K's, I0-Q's and the fees
amounted to less than one third (1/3) of the total fees. The total fees paid to
Crisp Hughes Evans L.L.P. during 1998 were $22,180.00.
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, 1998, 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
---- ------------ --------------
1994 .209 .2175
1995 .253 .205
1996 .210 .225
1997 .247 .245
1998 .282 .2625
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 1998. 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.
<PAGE>
<PAGE>
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
---- -----
1994 $1.75
1995 $2.50
1996 $2.50
1997 $2.50
1998 $2.75
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 2000, the
said shareholder must submit the proposal in writing to the Board of Trustees
no later than January 30, 2000.
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 11, 1999 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, 1998, 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
<PAGE>
<PAGE>
TRUSTEES
- --------
William J. Ables
James A. Boling
Billy B. Huskey
S. Hunter Howard, Sr.
S. Hunter Howard, Jr.
R. Riggie Ridgeway
C. Laney Younts
Melvin K. Younts
OFFICERS
- --------
James A. Boling, Chairman
William J. Ables, President
S. Hunter Howard, Sr., Vice President
Melvin K. Younts, Secretary-Treasurer
AUDITORS
- --------
Crisp Hughes Evans L.L.P.
P. 0. Box 25849
Greenville, SC 29616
ATTORNEYS
- ---------
Younts, Alford, Brown & Goodson
P. 0. Box 566
Fountain Inn, SC 29644
TRANSFER AGENT
- --------------
Palmetto Real Estate Trust
INDEPENDENT MANAGING CONTRACTOR
- -------------------------------
Billy A. Franks
<PAGE>
<PAGE>
PALMETTO REAL ESTATE TRUST
45 LIBERTY LANE
GREENVILLE, S. C. 29607
PROXY FOR ANNUAL MEETING
JUNE 3, 1999
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 Poinsett Club,
807 East Washington Street, Greenville, South Carolina on Thursday, June 3,
1999 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
Billy B. Huskey ( ) For ( ) Authority Withheld
S. Hunter Howard, Sr. ( ) For ( ) Authority Withheld
C. Laney Younts ( ) For ( ) Authority Withheld
<PAGE>
<PAGE>
APPOINTMENT OF CERTIFIED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1999 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
RETURN OF THIS PROXY BEFORE JUNE 3, 1999 IS SOLICITED BY
BOARD OF TRUSTEES
<PAGE>
<PAGE>
