INVESTORS REAL ESTATE TRUST
12 South Main
Minot, ND 58701
(701) 837-IRET (4738)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given to the Shareholders of Investors Real Estate Trust
that the 29th Annual Meeting of Shareholders will be held in the Executive Room,
International Inn, in Minot, North Dakota, at 7:00 P.M. on Tuesday, August 17,
1999, for the following purposes:
1. To elect nine trustees of the Trust.
2. To ratify or reject the selection of Brady, Martz & Associates, P.C. as
Independent Certified Public Accountants for the Trust; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The date fixed by the Board of Trustees as the record date for the
determination of Shareholders entitled to notice of, and to vote
at, the Annual Meeting is the close of business on May 31, 1999.
You are cordially invited to attend the Annual Meeting in person.
Shareholders who do not expect to be present personally at the meeting are
urged to fill in, date, sign, and return the accompanying proxy in the enclosed
envelope. It is important that your shares be represented and voted at the
meeting. The Board of Trustees sincerely hopes that all Shareholders are able to
attend the Annual Meeting.
By order of the Board of Trustees this 28th day of July, 1999.
Diane K. Bryantt
Secretary
YOUR VOTE IS IMPORTANT!
Please indicate your voting instructions on the enclosed proxy. Date, sign,
and return it in the stamped envelope provided. To avoid additional expense of
further solicitation, we ask your cooperation in mailing your proxy promptly.
<PAGE>
PROXY STATEMENT
INVESTORS REAL ESTATE TRUST
12 South Main
Minot, ND 58701
SOLICITATION
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The enclosed proxy is solicited by the Board of Trustees of Investors Real
Estate Trust in connection with the Annual Meeting of Shareholders to be held on
August 17, 1999, and it may be revoked by you at any time prior to its use. The
shares represented by the proxies received will be voted at the meeting by the
representative of the Board of Trustees. This proxy statement is expected to be
mailed on July 28, 1999 to Shareholders of record as of May 31, 1999.
As of May 31, 1999, there were issued and outstanding 18,988,803 shares
of Beneficial Interest of Investors Real Estate Trust and each such
outstanding share of Beneficial Interest is entitled to one vote. To the
Trust's knowledge, no person is the beneficial owner of 5% or more of the
outstanding shares of Beneficial Interest of the Trust.
Only stockholders of record on the books of the Trust at the close of
business on May 31, 1999, will be entitled to vote at the meeting.
All expenses in connection with the solicitation of this proxy will be
paid by the Trust.
Any proxy given pursuant to this solicitation and received by the Annual
Meeting will be voted as specified in such proxy. If no instructions are given,
proxies will be voted FOR the election of the nominees listed below, FOR the
ratification of the appointment of Brady, Martz & Associates P.C. as independent
certified public accounts for the Trust's fiscal year ending April 30, 2000,
and, in the direction of the proxies, on any other matter properly brought
before the meeting or any adjournment thereof. You may revoke the proxy by
giving written notice thereof to the secretary of the meeting, by executing a
later proxy or by attending the meeting and voting your shares in person.
NOMINEES FOR ELECTION AS TRUSTEES
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It is intended that the proxies received will be voted for the election of
the nominees named below, seven of whom are presently members of the Board of
Trustees of Investors Real Estate Trust. Although the Board does not contemplate
that any of the nominees will be unable to serve, in the event any nominee is
unable or declines to serve as a trustee at the time of the Annual Meeting, the
proxy will be voted for any nominee who shall be designated by the present Board
of Trustees to fill such vacancy. The term of office for which trustees are
elected is until the next Annual Meeting of Shareholders and until their
successors are elected or appointed. The tabulation below shows information
concerning each nominee for Trustee and the Trust's advisor.
<TABLE>
<CAPTION>
NOMINEE AND POSITION PRINCIPAL OCCUPATION TRUSTEE
WITH TRUST DURING PAST 5 YEARS SINCE
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<S> <C> <C>
C. Morris Anderson Director of Dakota Boys Ranch
age 70 (26 yrs.); President of North
Trustee Hill Bowl, Inc.; Chairman of the
Board, International Inn, Inc. and
Director, NorwesT Bank Minot, N.A. 1970
Ralph A. Christensen Retired rancher; former Director
age 70 of First Bank - Minot, N.A.;
Trustee and Chairman Chairman of IRET 1970
John F. Decker Investment Advisor and Managing
age 57 Director, Piper Jaffray. 30
Trustee years' experience in the
securities business. 1998
Daniel L. Feist Realtor; Broker; Real Estate
age 67 Developer; Builder; General
Trustee Contractor; President-Owner Feist
Construction & Realty; Investor;
Businessman; former Director of
First Bank - Minot, N.A.;
Director N.D. Holdings, Inc. - Minot 1985
Patrick G. Jones Investor
age 51
Trustee 1985
Timothy P. Mihalick Vice President of IRET and
Age 40 Vice President of Odell-Wentz
Nominee & Associates, L.L.C. N/A
Jeff L. Miller Investor; Businessman; President
age 55 of M&S Concessions, Inc. and
Trustee and Vice- former president of Coca-Cola
Chairman Bottling Co. of Minot; former
Director of First Bank - Minot 1985
Stephen L. Stenehjem President and Chief Executive
Age 44 Officer of Watford City
Nominee BancShares, Inc.; Owner of First
International Insurance; President
and Chairman of First International
Bank, Watford City, ND N/A
Thomas A. Wentz, Jr. Attorney, Pringle & Herigstad,
age 33 P.C.; Sole General Partner of
Trustee WENCO, Ltd. 1996
</TABLE>
During the fiscal year ending April 30, 1999, there were twelve regular
meetings of the Board of Trustees. All of the trustees attended 75% or more of
the meetings held during said fiscal year.
The audit committee consists of Ralph A. Christensen, Mike F. Dolan and
Jeff L. Miller, all of whom are independent trustees and are appointed by the
Board.
There are no separate nominating or compensation committees of the Board
of Trustees, which duties are performed by the Board as a whole.
The last shareholder meeting at which trustees were elected was held on
August 18, 1998, at which meeting shareholders owning 60.66% of the shares of
IRET entitled to vote were present in person, or by proxy. The ten nominees
received 100% of the total shares voted at such meeting.
<PAGE>
SECURITIES OWNERSHIP BY, COMPENSATION OF, AND TRANSACTIONS WITH
TRUSTEES AND OFFICERS
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The following tabulation shows the securities ownership of and compensation
paid by IRET to its Trustees, Trustees Emeritus and Officers during its Fiscal
Year ended April 30, 1999. IRET has no retirement, bonus or any deferred,
direct or indirect compensation plan and no other compensation will accrue,
directly or indirectly, to any of the following persons, except as noted
below.
CASH COMPENSATION
SECURITIES FOR YEAR ENDED
NAME OWNERSHIP (1) APRIL 30, 1999
_______________________________________________________________________
TRUSTEES
C. Morris Anderson 185,754 $12,001.00
Ralph A. Christensen 42,659 15,262.25
John F. Decker 23,392 7,933.00
Mike F. Dolan 236,770 13,683.25
J. Norman Ellison, Jr. 19,177 12,101.00
Daniel L. Feist 526,269 12,201.00
Patrick G. Jones 96,403 12,201.00
Jeff L. Miller 162,908 13,583.25
Thomas A. Wentz, Jr. 174,255 (3)
TRUSTEE EMERITUS
John D. Decker 63,312 4,268.00
OFFICERS
Roger R. Odell 290,538 (2)
President
Thomas A. Wentz, Sr. 224,976 (2 and 3)
Vice President
Timothy P. Mihalick 16,014 (2)
Vice President
Diane K. Bryantt 1,688 (2)
Secretary _________
2,064,115
(1) Includes all Shares of Beneficial Interest and Limited Partnership Units
of IRET Properties exchangeable into Shares of Beneficial Interest owned
directly by the person indicated or indirectly owned by such person's
spouse, minor children, Individual Retirement Account, corporation,
partnership or in any manner giving power to direct the voting of such
securities.
(2) Mr. Odell and Mr. Wentz, Sr. are members of Odell-Wentz & Associates,
L.L.C., the Advisor to the Trust. Mr. Mihalick is Vice-President and
Principal Operating Officer of the Advisor. Diane Bryantt is
Secretary and Controller of IRET and the Advisor. Under the Advisory
Contract between IRET and Odell-Wentz & Associates, L.L.C., IRET
pays an Advisor's fee based on the net assets of the Trust and, in
addition, a percentage fee for investigating and negotiating the
acquisition of new investments. For the year ending April 30, 1999,
Odell-Wentz & Associates, L.L.C., received compensation and
reimbursement of disbursements under said Agreement of $951,234. The
terms of said Advisory Agreement are explained below. Investors
Management & Marketing, Inc., a firm in which Mr. Odell is a minority
shareholder, also furnishes real estate management services to the
Trust and receives as compensation a percentage of rents received from
such real estate. For the fiscal year ending April 30, 1999, Investors
Management & Marketing, Inc. received $609,783 as real estate
management commissions. In addition, Inland National Securities,
Inc., a corporation in which Mr. Odell and members of his family are
minority shareholders, acts as a broker-dealer for the sale of Trust
securities. During the fiscal year ending April 30, 1999, the Trust paid
Inland National Securities, Inc. $157,392 as security sales fees.
(3) Mr. Wentz, Jr. is a member of the law firm of Pringle & Herigstad,
P.C., counsel for the Trust. Mr. Wentz, Sr. was a member of the firm until
August 1, 1998. During the fiscal year ending April 30, 1999, the Trust
paid Pringle & Herigstad, P.C. the sum of $33,022 for legal services
rendered and disbursements made on behalf of the Trust.
<PAGE>
ADVISORY AGREEMENT
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Roger R. Odell has served as advisor to IRET since its formation in 1970.
As of January 1, 1986, a revised Advisory Agreement was entered into between
IRET and Odell-Wentz & Associates, L.L.C., a partnership of Roger R. Odell and
Thomas A. Wentz, Sr. Mr. Odell serves as president and Mr.
Wentz, Sr. serves as vice-president of IRET. Mr. Wentz, Sr. also served as
attorney for IRET since its formation until August 1, 1998, as a member of the
law firm of Pringle & Herigstad, P.C.
Under the Advisory Agreement, the advisor has the following duties and
responsibilities:
Advisor, at its expense, shall provide suitable office facilities for
IRET in Minot, North Dakota, and shall provide sufficient staff and
other equipment to conduct the day-to-day operations of IRET. Advisor
shall furnish a computer and all other office equipment necessary to
conduct the operations of IRET and shall pay for all routine supplies,
postage, and other costs of operating said office. IRET shall be billed
by the Advisor for stationery and other forms and documents printed
especially for IRET, the printing of the annual report and quarterly
reports and other communications to Shareholders and also for the
postage for mailing reports, checks and other documents to Shareholders.
The Advisor, under the direction of trustees, shall be responsible to
conduct all operations of IRET including:
Collection of rent, contract and mortgage payments and depositing the
same in IRET bank accounts;
Payment of bills;
Disbursements of dividends;
Preparing monthly reports to the trustees;
Preparing quarterly and annual reports to Shareholders;
Preparing notices of Shareholders' meetings and proxies and proxy
statements; and
Advising the trustees as to investment decisions including acquisition
and disposition of real estate and other permissible investments.
For providing the above services, the Advisor is compensated as follows:
BASIC COMPENSATION. Advisor shall receive monthly as its basic
compensation for the above described services a percentage of the "net
invested assets" of IRET held on the last day of the month for which the payment
is made as follows:
1/12th of .9% of net invested assets up to $10,000,000; and
1/12th of .8% of net invested assets over $10,000,000 but not less
than $20,000,000; and
1/12th of .7% of net invested assets in excess of $20,000,000.
For the purpose of this agreement, "net invested assets" shall be
determined as follows:
Add: + total assets at cost
+ depreciation reserve
+ unearned contract receivable discount + deferred gain
account
Subtract: - cash
- marketable securities, less margin accounts
- total liabilities
ADDITIONAL COMPENSATION. For its services in investigating and negotiating
the acquisition of real estate equities, mortgages or contracts for deed by
IRET, the Advisor shall receive a fee of 1/2 of 1 percent of the first
$2,500,000 of value of any such asset which is recommended to and acquired by
IRET, except on new construction projects for which the fee is 1/2 of 1 percent
of the total cost.
LIMITATION. Notwithstanding the foregoing, the total compensation received
by the Advisor set forth above during any one fiscal year of IRET when added to
trustees' fees and other administrative costs of IRET shall not exceed the
lesser of the following: 2 percent of net invested assets (as set forth above)
or 25 percent of the net taxable income of IRET for such fiscal year.
Said Advisory Agreement is for a term of one year to continue for
successive terms on the same conditions until terminated by written notice of
either party and is also subject to a 60 day termination by either party and by
the Shareholders holding a majority interest in IRET.
<PAGE>
SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
- -----------------------------------------------------
Brady, Martz & Associates, P.C., Minot, North Dakota, has served as the
independent certified public accountant for IRET since its formation in 1970.
This firm has examined and reported on IRET's financial statements for all of
its fiscal years including the fiscal year ending April 30, 1999.
The Board of Trustees of IRET has selected Brady, Martz & Associates, P.C.,
as the independent certified public accountant for IRET for its fiscal year
ending April 30, 2000, subject to ratification or rejection by the Shareholders.
IRET is advised that neither Brady Martz & Associates nor any of its
professional members has any direct or indirect material financial interest in
IRET.
It is expected that a representative of Brady, Martz & Associates will be
present at the Annual meeting.
The Board of Trustees recommends that the Shareholders vote FOR the
ratification of the selection of Brady, Martz & Associates, P.C., as the
independent certified public accountant for IRET.
SHAREHOLDERS PROPOSALS FOR 2000 ANNUAL MEETING
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A proposal submitted by a Shareholder for action at IRET's 2000 Annual
Meeting must be received by IRET at its offices at 12 South Main, Minot,
North Dakota 58701, not later than May 31, 2000, in order to be
included in IRET's proxy statement for the 2000 Annual Meeting. It is suggested
that proposals be submitted by certified mail, return receipt requested.
OTHER MATTERS
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The trustees do not know of any other business which will be presented for
consideration at the meeting. If any other business properly comes before the
meeting or any adjournment thereof, the proxy holders will vote in regard
thereto according to their discretion insofar as proxies are not limited to the
contrary.
Diane K. Bryantt
Secretary
<PAGE>
FIVE-YEAR PERFORMANCE COMPARISON
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The table below provides an indicator of the cumulative total shareholder
returns for the Trust as compared to the S&P 500 Stock Index and a Peer Group
(1). The comparison assumes the investment of $100 in the stock of IRET and in
each of the indices, and the quarterly reinvestment of all dividends. The
comparison is not necessarily indicative of future results.
April 30, April 30, April 30, April 30, April 30, April 30,
1994 1995 1996 1997 1998 1999
--------- --------- --------- --------- --------- ---------
IRET 100 113.87 129.13 144.08 158.51 180.69
S&P 100 116.60 147.89 182.66 248.14 303.05
500
Peer 100 98.02 117.12 152.75 181.60 162.65
Group
(1) The Peer Group consists of the real estate investment trusts included
by the National Association of Real Estate Investment Trusts in its "Equity
REIT Index." IRET is classified by NAREIT as an equity real estate
investment trust (more than 75% of assets invested in real estate equities),
but is not included in said statistical index.
