PALMETTO REAL ESTATE TRUST
45 LIBERTY LANE
GREENVILLE, SC 29607
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 28, 1998
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, May 28, 1998 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
1998 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, 1998 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
S/S Melvin K. Younts
Melvin K. Younts, Secretary
May 5, 1998
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.
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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,
May 28, 1998, 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, 1998 as the
record date for the determination of shareholders entitled to receive
notice of, and to vote at the
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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, 1998 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, 1998, 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, 1998, there were four such
shareholders whose beneficial ownership of stock is summarized as follows:
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NAME SHARES BENEFICIALLY OWNED PERCENTAGE
---- ------------------------- ----------
Melvin K. Younts
Fountain Inn, SC 349,478 19.7%
Billy B. Huskey
Greenville, SC 200,000 11.3%
Ted D. Smith
Greenville, SC 100,000 5.6%
James A. Boling 88,842 5.0%
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 7,334 shares of common
stock registered in the name of B.A. Franks 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 1997 with comparisons to
1996, 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.
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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.
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 AGE OFFICE YEAR BENEFICIALLY PRINCIPAL
TRUSTEES HELD ELECTED OWNED PERCENTAGE OCCUPATION
------------ --- ------ ------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Melvin K. Younts 68 Secretary- 1971 349,478 19.7% Partner-Younts, Alford, Brown
Fountain Inn, SC Treasurer and Goodson, Attorneys
Greenville, SC
James A. Boling 72 Chairman 1971 88,842 5.0% Agent-State Farm Ins. Co.
Greenville, SC Greenville, SC
Williams J. Ables 75 President 1988 44,368 2.5% Retired Dist. Sales Manager
Greenville, SC State Farm Insurance Company
Greenville, SC
S. Hunter Howard,
Jr. 44 1988 54,541 3.1% Pres. & Chief Ex. Officer-South
Columbia, SC Carolina Chamber of Commerce
Columbia, SC
Billy B. Huskey 71 1998 200,000 11.3% President
Greenville, SC Huskey Construction Co.
Greenville, SC
R. Riggie Ridgeway 52 1993 500 .001% President
Easley, SC The Peoples National Bank
Easley, SC
Gary S. Thompson, Jr. 51 Vice-President 1994 500 .001% Owner-Employee Benefits and
Greenville, SC Investment Services
Greenville, SC
C. Laney Younts 33 1990 10,150 .006% 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.
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</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
1997. 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, 1997, a total of $4,500.00
was received by the Trustees for the Trustees' Meetings, Executive
Committee Meetings and Audit Committee Meetings held during 1997. 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
Trusteesinvolving 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, $30,000.00 in 1997 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 $3,775.00 was paid to this
firm for legal services rendered. All Trustees attended at least 75% of the
Trustee and Committee Meetings held during 1997. Trustees were not paid any
other expense during 1995. There are no nominating or compensation
committees.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Crisp Hughes Evans L.L.P., was elected at the 1997 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 1997, the
fees being for the quarterly and annual
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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 1997 were $19,625.00.
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, 1997, 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
---- ------------ --------------
1993 .200 .1525
1994 .209 .2175
1995 .253 .205
1996 .210 .225
1997 .247 .245
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 1997. 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
---- -----
1993 $1.25
1994 $1.75
1995 $2.50
1996 $2.50
1997 $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
1999, the said shareholder must submit the proposal in writing to the Board
of Trustees no later than January 30, 1999.
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, 1998 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, 1997, 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
Billy B. Huskey
S. Hunter Howard, Jr.
R. Riggie Ridgeway
Gary S. Thompson, Jr.
C. Laney Younts
Melvin K. Younts
OFFICERS
James A. Boling, Chairman
William J. Ables, President
Gary S. Thompson, Jr., 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
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PALMETTO REAL ESTATE TRUST
45 LIBERTY LANE
GREENVILLE, SC 29607
PROXY FOR ANNUAL MEETING
MAY 28, 1998
The undersigned, revoking all previous proxies, appoints Hunter Howard,
Jr., Trustee, and Melvin K. Younts, Secretary-Treasurer, or either of them or
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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, May 28,
1998 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
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Gary S. Thompson, Jr. ( ) For ( ) Authority Withheld
C. Laney Younts ( ) For ( ) Authority Withheld
APPOINTMENT OF CERTIFIED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1998 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.
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DATE SIGN EXACTLY AS NAME PRINTED HERON
RETURN OF THIS PROXY BEFORE MAY 28, 1998 IS SOLICITED BY BOARD OF TRUSTEES
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