<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
DUKE REALTY INVESTMENTS, INC.
- - -----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
DUKE REALTY INVESTMENTS, INC.
- - ------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
/X/ No Fee Required
/ / 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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<PAGE>
DUKE REALTY INVESTMENTS, INC.
8888 KEYSTONE CROSSING
SUITE 1200
INDIANAPOLIS, INDIANA
(317) 846-4700
March 20, 1997
Dear Shareholder:
The directors and officers of Duke Realty Investments, Inc. join me in
extending to you a cordial invitation to attend the annual meeting of our
shareholders. This meeting will be held on Thursday, April 24, 1997, at
10:00 a.m., at the Radisson Plaza Hotel, Keystone at the Crossing,
Indianapolis, Indiana. We believe that both the shareholders and
management of Duke Realty Investments, Inc. can gain much through
participation at these meetings. Our objective is to make them as
informative and interesting as possible.
The formal notice of this annual meeting and the proxy statement appear on
the following pages. After reading the proxy statement, please mark, sign,
and return the enclosed proxy card to ensure that your votes on the
business matters of the meeting will be recorded.
We hope that you will attend this meeting. Whether or not you attend, we
urge you to return your proxy promptly in the postpaid envelope provided.
We look forward to seeing you on April 24.
Sincerely,
/ s / John W. Wynne
John W. Wynne
Chairman
<PAGE>
DUKE REALTY INVESTMENTS, INC.
8888 KEYSTONE CROSSING
SUITE 1200
INDIANAPOLIS, INDIANA
(317) 846-4700
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1997
The annual meeting of the shareholders of Duke Realty Investments,
Inc. (the "Company") will be held at the Radisson Plaza Hotel, Keystone at
the Crossing, Indianapolis, Indiana on April 24, 1997, at 10:00Ea.m. EST,
to consider and to take action on the following matters:
1. The election of four (4) Directors of the Company.
2. An amendment to the Company's Articles of Incorporation to
increase the authorized common stock of the Company to
150,000,000 shares.
3. The transaction of such other business as may properly come
before the meeting and any adjournments thereof.
Only shareholders of record at the close of business on March 4, 1997,
are entitled to notice of and to vote at this meeting and any adjournments
thereof.
By order of the Board of Directors,
/ s / John R. Gaskin
John R. Gaskin
Vice President, General Counsel and
Secretary
Indianapolis, Indiana
March 20, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE MARK,
DATE, AND SIGN YOUR PROXY, AND MAIL IT IN THE STAMPED ENVELOPE ENCLOSED
FOR YOUR CONVENIENCE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE
COMPANY OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR
PROXY PROMPTLY. RETURNING THE PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE
IN PERSON ON ALL MATTERS BROUGHT BEFORE THE MEETING.
<PAGE>
DUKE REALTY INVESTMENTS, INC.
8888 KEYSTONE CROSSING
SUITE 1200
INDIANAPOLIS, INDIANA
(317) 846-4700
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1997
The accompanying proxy is solicited by the Board of Directors of Duke
Realty Investments, Inc. (the "Company") for use at the annual meeting of
shareholders to be held April 24, 1997 and any adjournments thereof. Only
shareholders of record as of the close of business on March 4, 1997 will be
entitled to vote at the annual meeting. On March 4, 1997, the Company had
31,437,846 shares of common stock issued and outstanding.
The Company's principal executive offices are located at 8888 Keystone
Crossing, Suite 1200, Indianapolis, Indiana 46240. The approximate date of
mailing of this proxy statement is March 20, 1997.
When the proxy is properly executed and returned, the shares it
represents will be voted at the meeting in accordance with any directions
noted on the proxy. If no direction is indicated, the proxy will be voted
in favor of the proposals set forth in the notice attached to this proxy
statement. Any shareholder giving a proxy has the power to revoke it at any
time before it is voted. Each share of common stock outstanding on the
record date is entitled to one vote on each item submitted to the
shareholders for their consideration.
The entire expense of preparing, assembling, printing and mailing the
proxy form and the material used in the solicitation of proxies will be
paid by the Company. The Company does not expect that the solicitation will
be made by specially engaged employees or paid solicitors. Although the
Company might use such employees or solicitors if it deems them necessary,
no arrangements or contracts have been made with any such employees or
solicitors as of the date of this statement. In addition to the use of the
mails, solicitation may be made by telephone, telegraph, facsimile, cable
or personal interview. The Company will request record holders of shares
beneficially owned by others to forward this proxy statement and related
materials to the beneficial owners of such shares, and will reimburse such
record holders for their reasonable expenses incurred in doing so.
<PAGE>
INFORMATION ABOUT THE BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD
COMMITTEES OF THE BOARDS OF DIRECTORS OF THE COMPANY
The Board of Directors of the Company met four times during the last
fiscal year. All directors attended at least 75% of the aggregate of
(i) the total number of meetings of the Board of Directors of the Company
held during the time each such director was a Director and (ii) the total
number of meetings held by all Board of Directors' committees on which each
such director served.
The Board of Directors of the Company has an Asset Committee, an Audit
Committee, an Executive Compensation Committee, a Finance Committee and a
Nominating Committee.
The function of the Asset Committee is to discuss, review and
authorize business transactions that exceed established guidelines. The
members of the Asset Committee are Messrs. Hefner, Feinsand, Peterson and
Strauss and Ms. Cuneo. Mr. Strauss served as the Committee's chairman. The
Committee met 13 times during 1996.
The function of the Audit Committee is to evaluate audit performance,
handle relations with the Company's independent auditors and evaluate
policies and procedures related to internal accounting controls. The
members of the Audit Committee are Messrs. Button, Feinsand, Lytle and
Peterson, and Ms. Cuneo. Mr. Feinsand served as the Committee's chairman.
The Committee met 4 times during 1996.
The function of the Executive Compensation Committee is to review and
make recommendations to the Board of Directors with respect to the
compensation of directors, officers, and employees of the Company, to
implement the Company's stock option and other employee benefit plans and
to make recommendations to the Nominating Committee regarding individuals
qualified to be nominated as unaffiliated directors. The members of the
Executive Compensation Committee are Messrs. Button, Lytle, Rogers and
Strauss and Ms. Cuneo. Mr. Button served as the Committee's chairman. The
Committee met 3 times during 1996.
The function of the Finance Committee is to review, recommend and
authorize certain debt financing and equity transactions. The members of
the Finance Committee are Messrs. Button, Feinsand, Rogers, Staton, Strauss
and Zink Mr. Rogers served as the Committee's chairman. The Committee met 4
times during 1996.
The function of the Nominating Committee is to nominate individuals to
serve as unaffiliated directors. The Nominating Committee is comprised of
all of the unaffiliated directors, Messrs. Button, Feinsand, Lytle,
Peterson, Rogers and Strauss and Ms. Cuneo. The Committee does not formally
consider nominations by shareholders. Mr. Button served as the Committee's
chairman. The Committee met once during 1996.
COMPENSATION OF DIRECTORS
Each unaffiliated director receives 600 shares of Company common stock
as annual compensation. Unaffiliated directors also receive a fee of $2,500
for attendance at each meeting of the Board of Directors. In addition, the
unaffiliated directors receive $500 for participation in each telephonic
meeting of the Board and for participation in each committee meeting not
held in conjunction with a regularly scheduled Board meeting. Officers of
the Company who are also directors receive no additional compensation for
their services as directors.
<PAGE>
ELECTION OF DIRECTORS - PROPOSAL NO. 1
Four Directors are to be elected. Howard L. Feinsand, James E. Rogers,
Daniel C. Staton and Jay J. Strauss have been nominated for a term of three
years and until their successors are elected and qualified. All nominees
are members of the present Board of Directors.
The election of each director requires the affirmative vote of at
least a majority of the common shares present in person or represented by
proxy and entitled to vote for the election of directors. The holder of
each outstanding share of common stock is entitled to vote for as many
persons as there are directors to be elected. An abstention, broker
non-vote, or direction to withhold authority will result in a nominee
receiving fewer votes.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE ELECTION OF THE FOLLOWING
NOMINEES:
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION AS DIRECTORS AT 1997 ANNUAL MEETING
FOR TERMS EXPIRING IN 2000
NAME, AGE, PRINCIPAL OCCUPATION(S) AND DIRECTOR
BUSINESS EXPERIENCE DURING PAST 5 YEARS SINCE
--------------------------------------- ---------
<S> <C>
HOWARD L. FEINSAND, AGE 49 1988
Founder and Principal, Choir Capital Ltd., since 1996. For 1995 and 1996,
Managing Director, Citicorp North America, Inc. Prior to 1995, Senior Vice
President, GE Capital Aviation Services, Inc., an aircraft leasing
company, and Senior Vice President of Polaris Aircraft Leasing
Corporation. Director of Medizone International Corporation.
JAMES E. ROGERS, AGE 49 1994
Vice Chairman, President and Chief Executive Officer of CINergy, a
regional utility holding company, since 1994. Prior to 1994, Chairman,
President and Chief Executive Officer of PSI Energy, Inc. Director of
CINergy Corp., Fifth Third Bancorp, and Bankers Life Holding Corporation.
DANIEL C. STATON, AGE 44 1993
Executive Vice President and Chief Operating Officer of the Company.
Director of Storage Trust Realty, Inc.
JAY J. STRAUSS, AGE 61 1985
Chairman and Chief Executive Officer of Regent Realty Group, Inc., a
general real estate and mortgage banking firm.
</TABLE>
<PAGE>
CONTINUING DIRECTORS
The continuing directors listed in the table below will continue in office
until expiration of their terms. If, at the time of the 1997 annual
meeting, any of the nominees is unable or declines to serve, the
discretionary authority provided in the proxy may be exercised to vote for
a substitute or substitutes. The Board of Directors has no reason to
believe that any substitute nominee or nominees will be required.
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION(S) AND DIRECTOR
BUSINESS EXPERIENCE DURING PAST 5 YEARS SINCE
--------------------------------------- --------
DIRECTORS WHOSE TERMS EXPIRE IN 1998
<S> <C>
GEOFFREY BUTTON, AGE 48 1993
An independent real estate and financing consultant. Prior to 1996, was
executive Director of Wyndham Investments Limited, a property holding
company of Allied Domecq Pension Funds. Director of Major Realty and
Sector Communications, Inc.
NGAIRE E. CUNEO, AGE 46 1995
Executive Vice President, Corporate Development, Conseco, Inc., an owner,
operator and provider of services to companies in the financial services
industry. Director of Conseco, Inc. and Bankers Life Holding Corporation.
JOHN D. PETERSON, AGE 64 1986
Chairman of City Securities Corporation, a securities brokerage firm.
Director of Lilly Industries, Inc.
DARELL E. ZINK, JR., AGE 50 1993
Executive Vice President, Chief Financial Officer and Assistant Secretary
of the Company. Director of Inland Mortgage Corporation.
DIRECTORS WHOSE TERMS EXPIRE IN 1999
THOMAS L. HEFNER, AGE 50 1993
President and Chief Executive Officer of the Company.
L. BEN LYTLE, AGE 50 1996
President and Chief Executive Officer of Anthem, Inc., a national
insurance and financial services firm. Director of Acordia, Inc. and
IPALCO Enterprises, Inc.
JOHN W. WYNNE, AGE 64 1985
Chairman of the Board of the Company. Retired from Bose McKinney & Evans,
attorneys. Director of First Indiana Corporation.
</TABLE>
<PAGE>
VOTING SECURITIES AND BENEFICIAL OWNERS
The Company has one class of voting common stock outstanding of which
31,437,846 shares ("Common Shares") were outstanding as of the close of
business on March 4, 1997. The following table shows, as of March 4, 1997,
the number and percentage of Common Shares and interests ("Units") in Duke
Realty Limited Partnership ("DRLP"), an affiliate of the Company, held by
(i) all directors and nominees, (ii) each person known to the Company who
beneficially owned more than five percent of the issued and outstanding
Common Shares, and (iii) certain executive officers. Each Unit is
convertible into one Common Share at the option of the holder. The total
number of Common Shares and Units (other than Units owned by the Company)
outstanding as of the close of business on March 4, 1997 was 34,747,604.
<TABLE>
<CAPTION>
Amount and Percent of Percent of Effective
Nature of All Common All Common Economic
Beneficial Beneficial Shares Shares/ Ownership of
Owner Ownership (1) Units (2) Executive
Officers
- - ------------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Thomas L. Hefner 1,740,841 (4) 5.30% 5.00% 899,528
Daniel C. Staton 1,638,425 (5) 5.00% 4.71% 797,112
Darell E. Zink,Jr. 1,715,678 (6) 5.23% 4.93% 874,366
John W. Wynne 1,699,549 (7) 5.20% 4.89% 772,245
Geoffrey Button 1,576 (13) (13) N/A
Ngaire E. Cuneo 5,200 (13) (13) N/A
Howard L. Feinsand 3,010 (13) (13) N/A
L. Ben Lytle 600 (13) (13) N/A
John D. Peterson 19,190 (8) (13) (13) N/A
James E. Rogers 1,559 (13) (13) N/A
Jay J. Strauss 3,007 (9) (13) (13) N/A
FMR Corp.(14) 3,139,709 9.99% 9.04% N/A
LaSalle Group (15) 1,562,600 4.97% 4.50% N/A
Richard W. Horn 36,509 (10) (13) (13) 36,509
Donald J. Hunter,
Jr. 33,445 (11) (13) (13) 33,445
William E.
Linville, III 38,777 (12) (13) (13) 38,776
Directors and
Executive Officers
as a Group (27
persons) 4,376,414 12.82% 12.45% 4,353,091
</TABLE>
<PAGE>
(1) Assumes that the only Units exchanged for Common Shares are those owned
by such beneficial owner.
(2) ASsumes exchange of all outstanding Units for Common Shares.
(3) Reflects Common Shares and Units held directly by executive officers and
members of their family, as well as their proportionate economic interest
in Common Shares and Units owned by various entities.
(4) Includes 347,730 Common Shares owned by Mr. Hefner and members of his
family and stock options exercisable for 42,300 Common Shares. Also
includes the following Units: (i) 289,753 Units owned directly by
Mr. Hefner; and (ii) 1,061,058 Units owned by DMI Partnership, a
partnership in which Mr. Hefner owns a 20.71% beneficial interest.
(5) Includes 335,578 Common Shares owned by Mr. Staton and stock options
exercisable for 42,300 Common Shares. Also includes the following Units:
(i) 199,489 Units owned directly by Mr. Staton; and (ii) 1,061,058 Units
owned by DMI Partnership, a partnership in which Mr. Staton owns a 20.71%
beneficial interest.
(6) Includes 331,563 Common Shares owned by Mr. Zink and members of his
family and stock options exercisable for 42,300 Common Shares. Also
includes the following Units: (i) 280,757 Units owned directly by Mr. Zink;
and (ii) 1,061,058 Units owned by DMI Partnership, a partnership in which
Mr. Zink owns a 20.71% beneficial interest.
(7) Includes: (i) 404,857 Common Shares owned by Mr. Wynne and members of
his family; (ii) 85,991 Common Shares owned as trustee under the Phillip R.
Duke Irrevocable Trust in which Mr. Wynne disclaims any beneficial interest
and (iii) stock options exercisable for 42,300 Common Shares. Also includes
the following Units: (i) 105,343 Units owned directly by Mr. Wynne; and
(ii) 1,061,058 Units owned by DMI Partnership, a partnership in which
Mr. Wynne owns a 20.71% beneficial interest.
(8) Includes: (i) 7,349 Common Shares owned by Mr. Peterson and members of
his family; (ii) 4,700 Common Shares owned by Mr. Peterson as Trustee for
the Peterson Family GST Investment Share Trust; and (iii) 7,141 Common
Shares owned for investment purposes by City Securities Corporation, a firm
in which Mr. Peterson serves as Chairman of the Board and Chief Executive
Officer.
(9) Includes 1,507 shares owned by Mr. Strauss and his spouse, and 1,500
shares held in a trust in which Mr. Strauss' family members are
beneficiaries.
(10) Includes 11,387 Common Shares owned by Mr. Horn and his spouse and
stock options exercisable for 21,800 Common Shares. Also includes 3,322
Units beneficially owned by Mr. Horn under an agreement with a partnership
owned by certain other executive officers.
(11) Includes 3,342 Common Shares owned by Mr. Hunter and stock options
exercisable for 23,800 Common Shares. Also includes 4,010 Units owned
directly and 2,293 Units beneficially owned by Mr. Hunter under an
agreement with a partnership owned by certain other executive officers.
(12) Includes 7,158 Common Shares owned by Mr. Linville and his family and
stock options exercisable for 26,800 Common Shares. Also includes 4,819
Units beneficially owned by Mr. Linville under an agreement with a
partnership owned by certain other executive officers.
(13) Represents less than 1% of the outstanding Common Shares.
(14) Information about these Common Shares is based upon a Schedule 13G
provided to the Company in February, 1996. No subsequent amendments have
been received by the Company. The address of FMR Corp. is 82 Devonshire
St., Boston MA.
(15) Information about these Common Shares is based upon a Schedule 13G
provided to the Company in February, 1997. No subsequent amendments have
been received by the Company. The LaSalle Group consists of LaSalle
Advisors Limited Partnership ("LaSalle"), ABKB/LaSalle Securities Limited
Partnership ("ABKB"), William K. Morrill, Jr. and Keith R. Pauley, all of
11 South LaSalle Street, Chicago, IL 60603. Messrs. Morrill and Pauley are
responsible for the investment decisions made by LaSalle and ABKB and
disclaim beneficial ownership in the Company.
<PAGE>
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
EXECUTIVE COMPENSATION PHILOSOPHY
The primary objectives of the Executive Compensation Committee (the
"Committee") of the Board of Directors in determining total compensation of
the Company's executive officers are (I) to enable the Company to attract
and retain high quality executives by providing total compensation
opportunities with a combination of compensation elements which are at or
above competitive opportunities and which provide for moderate fixed costs
and leveraged incentive opportunities, and (ii) to align shareholder
interests and executive rewards by providing substantial incentive
opportunities to be earned by meeting standards designed to increase
long-term shareholder value. In order to accomplish these objectives, the
Committee adopted in 1995 an executive compensation program which provides
(i) annual base salaries at or near the market median, (ii) annual
incentive opportunities which reward the executives for achieving or
surpassing performance goals which represent industry norms of excellence,
and (iii) long-term incentive opportunities which are directly related to
increasing shareholder value.
The Committee has not yet developed a position regarding the Internal
Revenue Code provisions limiting deductions for certain compensation to
$1.0 million per person because no compensation paid to any one individual
has approached such limitation. However, the Committee has taken steps to
mitigate any future negative impact of this provision by structuring long-
term incentive plans to qualify for exemption from the limit on tax
deductibility.
ANNUAL INCENTIVE OPPORTUNITIES
The Annual Incentive Opportunities consist of Base Salary and Annual
Cash Incentives. The objective of the Committee is for total annual cash
compensation, consisting of these two components for each executive
officer, to be between the 50th and 75th percentile of the comparable
market. The market median for the CEO and the COO is based on a comparison
group of 13 other publicly-traded real estate investment trusts and for the
other executive officers on comparison data obtained from the National
Association of Real Estate Investment Trusts (NAREIT).
BASE SALARIES
The range of base salaries for executive officers of the Company is
established with a midpoint based upon the market median and provides for a
50 percent differential between the minimum and maximum annual salary
within the range. The midpoint of the range is equal to 90 percent of the
market median for the most senior executive officers and the vice
presidents in-charge of business segments and equal to the market median
for other executive officers. The base salary is set at a level within the
range based upon subjective factors related to the individual's experience
and performance.
ANNUAL CASH INCENTIVES
A targeted annual cash incentive for each executive officer is set at
a percentage of base salary. The targeted annual percentage for each
executive is determined by the desired combination of fixed and variable
compensation for each executive which is adjusted based on his or her
ability to impact measurable results. The amount of each executive's annual
award is based on a combination of three performance factors: (i) overall
corporate performance; (ii) business segment or departmental performance;
and (iii) individual performance. The relative importance of each of the
performance factors in determining annual cash incentives differs for each
executive position with the performance factor for the most senior
executives being based more heavily on overall corporate performance and
the performance factor for the officers in-charge of business segments or
departments being based on more heavily on the performance of their segment
or department. The overall corporate performance factor is based on a three-
tier measurement system consisting of Funds from Operations Growth Per
Common Share, Return on Shareholders' Equity and Return on Real Estate
Investments. The business segment performance is based on a four-tier
measurement system consisting of return on the in-service property
portfolio, value creation though new development and acquisitions
performance, the contribution level of the business unit to the Company
overall and certain other non-financial measures. The amount of the
targeted annual cash incentives paid is based on the level of attainment of
each of the measurements as compared to the pre-determined standards
established by the Committee. If performance is below an established
threshold amount, no cash incentives are paid. If performance meets or
exceeds the threshold levels, the payment of annual cash incentives may
range from 25 percent to 150 percent of the targeted amounts.
LONG-TERM INCENTIVE OPPORTUNITIES
A potential long-term incentive award for each executive officer is
set at a percentage of base salary. The amount of long-term incentive
awarded on an annual basis is determined at the discretion of the Committee
but is tied to overall corporate and business segment performance. The
long-term incentive opportunities consist of approximately two-thirds Stock
Options ("Options") and Dividend Increase Units ("DIUs") and one-third
Shareholder Value Grants.
Stock Option and Dividend Increase Unit Plans:
- - ---------------------------------------------
The objectives of the Stock Option and Dividend Increase Unit Plans
are to provide executive officers with long-term incentive opportunities
aligned with the shareholder benefits of an increased Common Stock value
and increased annual dividends. The number of Options and DIUs issued to
each executive annually is set by the Committee based on the goal of
providing approximately two-thirds of the total annual long-term incentive
award through these plans. The Options and DIUs are for terms of no more
than ten years and generally become vested, pursuant to a schedule set by
the Committee, 50 percent three years after the date of grant and 25
percent four and five years after the date of grant. The Options may not be
issued for less than the fair market value of the Company's Common Stock at
the date of grant. The value of each DIU at the date of exercise will be
determined by calculating the percentage of the Company's annualized
dividend per share to the market value of one share of the Company's Common
Stock (the "Dividend Yield") at the date the DIU is granted and dividing
the increase in the Company's annualized dividend from the date of grant to
the date of exercise by such Dividend Yield. A DIU may be exercised by a
participant only to the extent that such participant has exercised an
Option to purchase a share of Common Stock of the Company under an Option
granted under the 1995 Stock Option Plan on the same date as the grant of
the DIU.
<PAGE>
Shareholder Value Plan:
- - -----------------------
The objective of the Shareholder Value Plan is to provide executive
officers with long-term incentive opportunities directly related to
providing total shareholder return in excess of the median of independent
market indices. The annual Shareholder Value Plan amount for each executive
is set by the Committee with the goal of providing approximately one-third
of the total long-term incentive award through this plan. The award vests
entirely three years after the date of grant and the amount paid is based
on the Company's total shareholder return for such three year period as
compared to independent market indices. The independent market indices used
for comparison are the S&P 500 Index and the NAREIT Equity REIT Total
Return Index. The amount of the award payable may range from zero percent
if both of the rankings of the comparable returns are less than the 50th
percentile of both of the indices to 300 percent if the rankings of both of
the comparable returns are in the 90th percentile or higher of both of the
indices, with 100 percent of the award being payable at the 60th
percentile.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The compensation awarded to Mr. Hefner in 1996 consisted primarily of
an annual base salary, an annual cash incentive award, and grants under the
Company's long-term incentive plans. The total compensation paid to Mr.
Hefner has historically resulted in total compensation which is below the
comparable market median but is considered appropriate in light of Mr.
Hefner's substantial equity interest in the Company and his stock options
held.
Base Salary: The Committee intends to gradually increase Mr. Hefner's
base salary with the intent that, by 1999, his base salary will be equal
to 90 percent of the market median of a comparison group of thirteen other
publicly traded real estate investment trusts. Mr. Hefner's annual base
salary for 1996 was $165,000.
Annual cash incentive: Under the Committee's executive compensation
plan, Mr. Hefner is eligible for a targeted annual cash incentive bonus (to
be phased in through 1997). The amount of Mr. Hefner's annual cash
incentive bonus is determined solely upon overall corporate performance
which is based on a three-tier measurement system consisting of Funds from
Operations Growth Per Common Share, Return on Shareholders' Equity and
Return on Real Estate Investments as compared to pre-determined target
criteria established by the Committee. Under the three tier measurement
system, the Funds from Operations Growth measurement comprises 80 percent
of the rating with each of the other two factors comprising 10 percent of
the rating. The amount of the targeted annual cash incentives paid is based
on the level of attainment of each of the measurements as compared to the
pre-determined standards. If performance is below an established threshold
amount, no cash incentives are paid. If performance meets or exceeds the
threshold levels, the payment of annual cash incentives may range from 25
percent to 150 percent of the targeted amounts. For 1996, the Company's FFO
Growth Per Common Share was 11.98%, its Return on Shareholders' Equity was
10.65% and its Return on Real Estate Investments was 9.27%. All of these
factors equaled or exceeded the pre-determined standards established by the
Committee. Based on this performance, Mr. Hefner received an Annual Cash
Incentive award of $100,000 for 1996.
Long-term incentive opportunity award: Mr. Hefner is also eligible for
a targeted long-term incentive award with a value equal to a percentage of
his annual base salary. For 1996, the long-term incentive opportunity
award consisted of (i) the grant of an option to purchase 6,440 shares of
Company Common Stock at a price of $32.125 per share, (ii) the grant of
6,440 DIUs with a Dividend Yield of 6.10%, and (iii) the award of a
targeted amount of $30,000 under the Shareholder Value Plan.
COMPENSATION COMMITTEE
Geoffrey Button, Chair
Ngaire E. Cuneo
James E. Rogers
Jay J. Strauss
L. Ben Lytle
<PAGE>
PERFORMANCE GRAPH
The following graph compares, over the last five years, the cumulative
total shareholder return on the Company's common stock with the cumulative
total return of the S&P 500 Index, and the cumulative total return of the
NAREIT Equity REIT Total Return Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
COMPANY COMMON STOCK, S&P 500 INDEX,
AND NAREIT EQUITY REIT TOTAL RETURN INDEX *
EDGAR PRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
THE COMPANY NAREIT S&P
<C> <C> <C> <C>
DEC. 1991 100.00 100.00 100.00
DEC. 1992 127.69 114.59 107.67
DEC. 1993 195.10 137.11 118.43
DEC. 1994 266.35 141.46 119.97
DEC. 1995 316.62 163.06 164.88
DEC. 1996 413.34 220.56 202.74
</TABLE>
<TABLE>
<CAPTION>
DEC.91 DEC.92 DEC.93 DEC.94 DEC.95 DEC.96
<S> <C> <C> <C> <C> <C> <C>
The Company 100.00 127.69 195.10 266.35 316.62 413.34
NAREIT 100.00 114.59 137.11 141.46 163.06 220.56
S&P100 100.00 107.67 118.43 119.97 164.88 202.74
</TABLE>
* Assumes that the value of the investment in the Company's Common Stock
and each index was $100 on December 31, 1991 and that all dividends
were reinvested.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation awarded, earned by, or
paid to the Company's chief executive officer and the Company's four other
most highly compensated executive officers (the "Named Executive Officers")
during the last three fiscal years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
------------------- COMPENSATION
AWARDS
------------
SECURITIES (1)
NAME AND PRINCIPAL UNDERLYING ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION
- - ------------------ ---- ---------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Thomas L. Hefner 1996 $165,000 $100,000 6,440 $3,000
President and 1995 150,000 60,000 6,756 2,900
Chief Executive
Officer 1994 150,000 0 0 4,500
Daniel C. Staton 1996 165,000 100,000 6,440 3,000
Executive Vice
President and 1995 150,000 60,000 6,756 2,920
Chief Operating
Officer 1994 150,000 0 0 4,500
William E. Linville,
III 1996 120,000 225,000 8,587 3,000
Vice President 1995 110,000 120,000 29,008 3,000
Industrial 1994 110,000 85,000 0 4,100
Richard W. Horn 1996 120,000 200,000 8,587 3,000
Vice President 1995 105,000 100,000 16,508 3,000
Acquisitions 1994 105,000 47,500 0 4,100
Donald J. Hunter, Jr. 1996 120,000 150,000 8,587 3,000
Vice President 1995 105,000 100,000 21,508 3,000
Columbus 1994 105,000 85,000 0 4,100
</TABLE>
(1) Represents allocable contributions by the Company for the account of
the Named Executive Officer to the Company's Profit Sharing and Salary
Deferral Plan.
<PAGE>
STOCK OPTION GRANTS IN 1996
The following table sets forth certain information for the Named
Executive Officers relating to stock option grants during 1996 under the
Company's 1995 Stock Option Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATE OF STOCK
--------------------------------- PRICE APPRECIATION FOR
OPTION TERM (1)
----------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO PRICE PER
OPTIONS EMPLOYEES SHARE EXP. 5% 10%
NAME GRANTED IN 1996 ($/SHARE) DATE --- ---
- - -------------- ---------- ----------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Thomas L. Hefner 6,440 5.22% $32.125 1/31/06 $130,109 $329,721
Daniel C. Staton 6,440 5.22% 32.125 1/31/06 130,109 329,721
William E.
Linville, III 8,587 6.96% 32.125 1/31/06 173,485 439,646
Richard W. Horn 8,587 6.96% 32.125 1/31/06 173,485 439,646
Donald J.
Hunter, Jr. 8,587 6.96% 32.125 1/31/06 173,485 439,646
</TABLE>
(1) The dollar amounts under these columns are the result of calculations
at the 5% and 10% rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast future appreciation of the
Company's stock price. For the options expiring on January 31, 2006, the
Company's per share stock price would be $52.33 and $83.32 if increased 5%
and 10%, respectively, compounded annually over the 10 year option term.
The following table presents certain information for the Named
Executive Officers relating to the exercise of stock options during 1996
and, in addition, information relating to the valuation of unexercised
stock options.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS 12/31/96 (1)
AT 12/31/96
--------------- --------------
SHARES
ACQUIRED
ON VALUE
EXERCISE RELZD. EXERCIS. UNEXERCIS. EXERCIS. UNEXERCIS.
NAME (#) ($) (#) (#) ($) ($)
- - ---------- -------- ------ -------- --------- ------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas L.
Hefner 0 0 42,300 41,396 $623,925 $510,208
Daniel C.
Staton 0 0 42,300 41,396 623,925 510,208
William E.
Linville, III 0 0 18,100 42,995 258,475 466,330
Richard W.
Horn 0 0 15,600 32,995 226,913 340,080
Donald J.
Hunter, Jr. 0 0 16,600 36,995 239,538 390,580
</TABLE>
(1) Based on the closing price of the Company's Common Shares on
December 31, 1996 of $38.50.
<PAGE>
The following table sets forth awards to the Named Executive Officers in
1996 under the Company's 1995 Dividend Increase Unit Plan and 1995
Shareholder Value Plan.
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE
PAYOUTS UNDER
NON-STOCK
PRICED-BASED-PLANS
NUMBER OF PERFORMANCE ------------------
SHARES, PERIOD
DUIs, OR UNTIL
OTHER PAYOUT
NAME RIGHTS THRESHOLD TARGET MAXIMUM
- - ----------------- ---------- ------- --------- ------ --------
<S> <C> <C> <C> <C> <C>
Thomas L. Hefner
Dividend Increase Unit
Plan (1) 6,440 DIUs N/A N/A N/A N/A
Shareholder Value Plan
(2) N/A 3 Years $0 $30,000 $90,000
Daniel C. Staton
Dividend Increase
Unit Plan (1) 6,440 DIUs N/A N/A N/A N/A
Shareholder Value
Plan (2) N/A 3 Years 0 30,000 90,000
William E. Linville, III
Dividend Increase
Unit Plan (1) 8,587 DIUs N/A N/A N/A N/A
Shareholder Value
Plan (2) N/A 3 Years 0 40,000 120,000
Richard W. Horn
Dividend Increase
Unit Plan (1) 8,587 DIUs N/A N/A N/A N/A
Shareholder Value
Plan (2) N/A 3 Years 0 40,000 120,000
Donald J. Hunter, Jr.
Dividend Increase
Unit Plan (1) 8,587 DIUs N/A N/A N/A N/A
Shareholder Value
Plan (2) N/A 3 Years 0 40,000 120,000
</TABLE>
(1) Under the 1995 Dividend Increase Unit Plan, DIUs are granted to key
employees. DIUs granted to date vest over a 5 year period with 50% vesting
at the end of year 3 and 25% vesting at the end of years 4 and 5. DIUs may
be exercised by a participant only to the extent that such participant has
purchased a share of Company Common Stock pursuant to an option granted
under the 1995 Stock Option Plan on the same date as the grant of the DIU.
The value of each DIU at the date of exercise is determined by calculating
the Dividend Yield at the date the DIU is granted and dividing the increase
in the Company's annualized dividend from the date of grant to the date of
exercise by such Dividend Yield. DIUs not exercised within 10 years of the
date of grant are forfeited. Distribution of a participant's benefits under
the 1995 Dividend Increase Unit Plan will be made in a single lump sum
payment in the form of whole shares of the Company's Common Stock. No DIUs
were vested at year end.
(2) Under the 1995 Shareholder Value Plan, awards are granted in specified
dollar amounts to selected key employees. The specified award is payable to
the participant on the third anniversary of the grant of the award. The
payment of the bonus award amount will be adjusted based upon the Company's
cumulative total shareholder return for the three year period beginning on
the date of grant as compared to the cumulative total return for the S&P
500 Index and the NAREIT Equity REIT Total Return Index (the "Indices") for
the same period. The Company's cumulative total shareholder return is
calculated by determining the average per share closing price of the
Company's Common Stock for the 30 day period preceding the end of the three
year period increased by an amount that would be realized if all cash
dividends paid during the three year period were reinvested in Company
Common Stock and comparing this amount to the average per share closing
price of the Company's Common Stock for the 30 day period preceding the
date of grant. The payment of one-half of the bonus award is adjusted based
upon the percentile ranking of the Company's cumulative total shareholder
return as compared to each of the Indices for the same period. The payment
adjustment may range from zero percent if both of the rankings of the
comparable returns are less than the 50th percentile of both of the Indices
to 300 percent if both of the rankings are in the 90th percentile or higher
of both of the Indices, with 100 percent of the award being payable at the
60th percentile. Distribution of a participant's adjusted bonus award at
the end of the three year period after the date of grant will be made
one-half in cash and one-half in the form of whole shares of Company Common
Stock.
<PAGE>
CERTAIN TRANSACTIONS
A wholly-owned subsidiary of the Company is the sole general partner
of Duke Realty Services Limited Partnership (the "Services Partnership"),
which is in turn the sole general partner of Duke Construction Limited
Partnership (the "Construction Partnership"). The operations of these
entities are included in the consolidated financial statements of the
Company. The Services Partnership provides third-party property management,
leasing and development services and the Construction Partnership provides
third-party construction services. Certain of the executive officers own
limited partnership interests in these entities. Thomas L. Hefner, Daniel
C. Staton, Darell E. Zink, Jr., John W. Wynne, Gary A. Burk and David R.
Mennel, all of whom are officers of the Company or its wholly owned
subsidiary, control DMI Partnership ("DMI"), which owns ninety percent of
the capital interests of the Services Partnership and a profit's interest
which varies from ten percent to ninety percent. The share of net income of
the Services Partnership allocated to DMI in 1996 was $1,237,263. DMI's
share of net income from the Services Partnership is included in minority
interest in the Company's financial statements. The Company has an option
to acquire DMI's interest in the Services Partnership in exchange for
416,666 Units. DMI also indirectly owns a ninety-five percent limited
partnership interest in the Construction Partnership which the Company has
the option to purchase for $1,000. The Construction Partnership has a
deficit cumulative capital balance, thus there was no allocation of net
income to any of the partners of the Construction Partnership, including
DMI.
The Services Partnership and the Construction Partnership provide
property management, leasing, construction and other tenant related
services to properties in which Messrs. Hefner, Staton, Zink, Wynne, Burk
and Mennel have ownership interests. The Company has an option to acquire
these executive officers' interests in these properties (the "Option
Properties"). In 1996, the Services Partnership and the Construction
Partnership received fees of $2,935,348 and $271,642, respectively, for
services provided to the Option Properties. The fees charged by the
Services Partnership and the Construction Partnership for such services are
equivalent to those charged to other third-party owners for similar
services except for one property. Pursuant to an agreement with this
property's lender, the payment of 75% of the fees is deferred and is
payable only from excess sale or refinancing proceeds. The Company agreed
to this deferral in order to retain certain contracts for services provided
to other properties owned by the lender. In 1996, $57,264 of such fees were
deferred.
The Company also leased operating facilities in certain of the Option
Properties. In 1996, the aggregate rent under such leases was approximately
$682,571. The rental amount paid is comparable to similar space in the
area.
DRLP has a $20.0 million loan to the Services Partnership which
requires interest only payments at 12% through September, 2003. The loan
then amortizes over a 15-year period with interest at 12% until final
maturity in September, 2018. The loan is guaranteed by an entity owned
indirectly by Messrs. Hefner, Staton, Zink, Wynne, Burk and Mennel.
Messrs. Hefner, Staton, Zink, Wynne, Burk and Mennel have personal
guarantees for $40.4 million of the Company's debt. DRLP has indemnified
them from any liability with respect to such debt.
The Company contracts with Steel Frame Erectors, Inc. ("SFE"), an
entity owned by Messrs. Hefner, Staton, Zink, Wynne, Burk and Mennel, for
certain construction-related services. During 1996, the total costs under
these contracts for Company related projects was $1,104,572. The net income
of SFE for 1996 was $7,998.
The Company contracted with an affiliate of Conseco, Inc. during 1996
for certain construction related services. Ms. Cuneo, a director of the
Company, is an Executive Vice President and director of Conseco, Inc. The
Company earned $293,285 in fees on these contracts in 1996.
In 1996, the Company agreed to construct a 75,000 square foot office
building which will be entirely leased to an affiliate of Anthem, Inc. for
a 10-year period. Mr. Lytle, a director of the Company, is President and
Chief Executive Officer of Anthem, Inc. Construction commenced in January
1997, and the lease commencement date is October 1, 1997. The lease rate is
comparable to similar space in the area.
<PAGE>
AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED STOCK OF THE COMPANY - PROPOSAL NO. 2
The Board of Directors of the Company has proposed an increase in the
number of authorized shares of the Company's Common Stock to 150,000,000
shares from 45,000,000 shares. The proposed increases would result in
155,000,000 total authorized shares of Company stock, of which 150,000,000
shares would be Common Stock, par value $.01 per share, and 5,000,000
shares would continue to be Preferred Stock, par value $.01 per share. The
terms of the additional authorized shares will be the same as those that
apply to the Corporation's currently authorized Common Stock.
The Board of Directors believes that the proposed increase is
desirable so that, as the need may arise, the Company will have more
flexibility to issue shares of Common Stock, without the expense and delay
of a special stockholder's meeting, in connection with possible future
stock dividends or stock splits, equity financings, future opportunities
for expanding the business through acquisitions (such as mergers),
incentive compensation of directors and employees, and for other corporate
purposes for which the issuance of stock may be advisable.
The increase in authorized Common Stock will not have any immediate
effect on the rights of existing stockholders. However, the Board of
Directors will have the authority to issue authorized Common Stock without
requiring future stockholder approval of such issuances, except as may be
required by applicable law or stock exchange regulations. To the extent
that additional authorized shares are issued in the future, they will
decrease the existing stockholder's percentage equity ownership and,
depending upon the price at which they are issued, could be dilutive to the
existing stockholders. The holders of Common Stock have no preemptive
rights.
Approval of this proposal will be determined by whether the votes cast
for the proposal exceed those cast against. An abstention of broker non-
vote on the proposal will not change the number of votes cast for or
against the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN
FAVOR OF PROPOSAL NO. 2.
APPOINTMENT OF AUDITORS
The Company's consolidated financial statements for the fiscal year
ended December 31, 1996, were audited by KPMG Peat Marwick LLP ("KPMG").
The Company has selected KPMG as its independent auditors for the fiscal
year ending December 31, 1997. Representatives of KPMG are expected to be
present at the annual meeting, with the opportunity to make a statement if
they desire to do so, and will be available to respond to questions.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Any shareholder of the Company wishing to have a proposal considered
for inclusion in the Company's proxy solicitation materials for the 1998
Annual Meeting of Shareholders must set forth such proposal in writing and
file it with the Secretary of the Company on or before November 20, 1997.
The Board of Directors of the Company will review any shareholder proposals
that are filed as required, and will determine whether such proposals meet
applicable criteria for inclusion in its 1997 proxy solicitation materials
or consideration at the 1998 annual meeting.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who beneficially
own more than 10% of the Company's common stock, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Based on a review of these forms, the Company believes
that during 1996 all of its officers, directors and greater than 10%
beneficial owners (collectively, "Reporting Persons") timely filed the
forms required under Section 16(a). However, the following Reporting
Persons failed to timely report the following transactions which occurred
in 1995: (1) Mr. Mennel failed to timely report the acquisition of 30
shares of Common Stock by his children under the Company's dividend
reinvestment plan, (2) Mr. Wynne failed to timely report the acquisition of
1,208 Units in return for his contribution of property to DRLP, (3) Messrs.
Wynne, Hefner and Zink failed to timely report the acquisition of 5,916
Units by an entity in which they have a beneficial ownership interest in
return for the contribution of property by that entity to DRLP,
(4) Messrs. Wynne, Hefner, Zink, Staton, Mennel and Burk failed to timely
report the distribution of 27,710 shares to certain employees of the
Company by an entity in which they own a beneficial interest, (5)Messrs.
Wynne, Hefner, Zink, Staton, Mennel and Burk failed to timely report the
change in ownership of 28,628 Units from an indirect interest held by an
entity in which they owned a beneficial interest to a direct ownership
interest, and (6) David Minton failed to timely report the acquisition of
301 shares of Common Stock.
ANNUAL REPORT
A copy of the Company's Annual Report for the year ended December 31,
1996 has been provided to all shareholders as of the record date. The
Annual Report is not to be considered as proxy solicitation material.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before
this annual meeting. However, if other matters should come before the
meeting, it is the intention of each person named in the proxy to vote such
proxy in accordance with his or her judgment on such matters.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. Whether or not you
attend the meeting, you are urged to execute and return the proxy.
For the Board of Directors,
[Signature]
John W. Wynne
Chairman
March 20, 1997
<PAGE>
Edgar-Only Text:PROXY DUKE REALTY INVESTMENTS, INC.
PROXY
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Thomas L. Hefner, John W. Wynne
and John R. Gaskin, and each of them, attorneys-in-fact and proxies,
with full power of substitution, to vote, as designated on
the reverse side of this proxy, all shares of Common Stock of Duke
Realty Investments, Inc. which the undersigned would be entitled to
vote if personally present at the annual meeting of Shareholders to be
held on April 24, 1997, at 10:00 a.m. and at any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE>
/x/ Please mark your votes as in this example.
FOR ALL NOMINEES WITHHOLD
LISTED AT RIGHT AUTHORITY NOMINEES:
(except as to vote for Howard L. Feinsand
indicated to the nominee(s) James E. Rogers
contrary below) listed at right Daniel C. Staton
Jay J. Strauss
1. ELECTION OF
DIRECTORS FOR A
TERM OF THREE
YEARS. / / / /
For, except vote withheld from the following nominee(s):
---------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE AMENDMENT TO ARTICLES
OF INCORPORATION TO INCREASE AUTHORIZED
COMMON STOCK TO 150,000,000 SHARES. / / / / / /
In their discretion, the Proxies are authorized
to vote upon such other business as may properly
come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 and 2.
The undersigned acknowledges receipt from Duke Realty Investments, Inc.
prior to the execution of this proxy, a notice of the meeting, a proxy
statement, and an annual report to shareholders.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
SIGNATURE __________________________________ DATE ___________________
SIGNATURE __________________________________ DATE ___________________
(SIGNATURE IF HELD JOINTLY)
NOTE: Please sign exactly as name appears above. When shares are
held as joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
REVOCABLE PROXY
