<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
M/I Schottenstein Homes, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
55305B 10 1
(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 22 Pages
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CUSIP NO. 55305B 10 1 13G PAGE 2 OF 22 PAGES
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Members of the Irving E. Schottenstein and Melvin L.
Schottenstein families and trusts for the benefit of members of such families,
in each case, as parties to that certain Melvin and Irving Schottenstein Family
Agreement dated as of October 11, 1993 (the "Family Agreement"), are filing this
Schedule 13G as a group. The members of the group are Irving E. Schottenstein,
Robert H. Schottenstein, Steven Schottenstein, Gary L. Schottenstein, Linda S.
Fisher, Lenore S. Sagner, Holly S. Kastan, Bradley R. Kastan, Eric J.
Schottenstein, Amy D. Schottenstein, Julie S. Saar, Yoaz Saar, David J. Kastan,
and certain trusts for the benefit of such members and/or their families.
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America (except with respect to Yoaz Saar,
Israel)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
5,256,283 (1)
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
5,256,283 (1)
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,256,283 (1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
59.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1) Subject to the terms of the Family Agreement.
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Item 1(a). Name of Issuer.
M/I Schottenstein Homes, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices.
3 Easton Oval
Columbus, Ohio 43219
Item 2(a). Name of Person Filing.
Pursuant to Rule 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), members of the Irving E. Schottenstein and Melvin
L. Schottenstein families and trusts for the benefit of members of such
families, in each case, as parties to the Family Agreement are filing this
Schedule 13G as a group.
The individual members of the group on behalf of whom this
Schedule 13G is being filed consist of:
<TABLE>
<S> <C>
Irving E. Schottenstein Irving E. Schottenstein, as trustee
of the Irving and Frankie
Schottenstein Trust
Irving E. Schottenstein, as trustee Gary L. Schottenstein, individually
of the Steven Schottenstein and as trustee of trusts for the
Descendants Trust benefit of his minor children
Robert H. Schottenstein, Linda S. Fisher, individually and
individually and as trustee of as trustee of trusts for the
trusts for the benefit of his minor benefit of her minor children
children
Steven Schottenstein, individually Lenore S. Sagner, Holly S. Kastan
and as trustee and as trustee of and Eric J. Schottenstein, as co-
trusts for his minor children trustees of the Melvin L.
Schottenstein Marital Trust I
Lenore S. Sagner, Holly S. Kastan Holly S. Kastan, as trustee of
and Eric J. Schottenstein, as co- trusts for the benefit of herself
trustees of the Melvin L. and her immediate family
Schottenstein Marital Trust II
Bradley R. Kastan David J. Kastan, as trustee of
trusts for the benefit of Holly and
Bradley Kastan's minor children
Eric J. Schottenstein Amy D. Schottenstein, as trustee of
trusts for the benefit of herself
and her husband
Julie S. Saar, as trustee of trusts Yoaz Saar, as trustee of a trust
for the benefit of herself and her for the benefit of Julie S. Saar
immediate family and her immediate family
</TABLE>
Page 3 of 22 Pages
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Item 2(b). Address of Principal Business Office or, if None, Residence.
The address of Irving E. Schottenstein, Robert H. Schottenstein, Steven
Schottenstein, Gary L. Schottenstein and Linda S. Fisher is c/o Irving E.
Schottenstein, 3 Easton Oval, Columbus, Ohio 43219. The address of Lenore S.
Sagner and the Melvin L. Schottenstein Marital Trusts I and II is 225 N.
Columbia Avenue, Columbus, Ohio 43209. The address of Amy D. Schottenstein is
6727 185th Avenue, N.E., Redmond, Washington 98052. The address of Julie B. Saar
and Yoaz Saar is Ha Shfela 2/5, Kfar Saba Israel. The address of Holly S. Kastan
and Bradley R. Kastan is 2355 Commonwealth Park S., Columbus, Ohio 43209. The
address of Eric J. Schottenstein is c/o The Joshua Company, 110 E. Wilson-Bridge
Rd., Suite 280, Worthington, Ohio 43085. The address of David J. Kastan is c/o
Holly S. Kastan, 2355 Commonwealth Park S., Columbus, Ohio 43209.
Item 2(c). Citizenship.
All individuals listed pursuant to Item 2(a) above are citizens of the
United States of America, except Yoaz Saar, who is a citizen of Israel.
Item 2(d). Title of Class of Securities.
Common Stock, $.01 par value per share ("Common Stock")
Item 2(e). CUSIP Number.
55305B 10 1
Item 3.
Not Applicable
Item 4. Ownership.
(a) Amount beneficially owned: 5,256,283 shares of Common Stock as
of December 31, 1996(1)
(b) Percent of class: 59.7% as of December 31, 1996 (1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
5,256,283 as of December 31, 1996 (1)(2)
(ii) Shared power to vote or to direct the vote:
None (2)
(iii) Sole power to dispose or to direct the disposition of:
Page 4 of 22 Pages
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5,256,283 as of December 31, 1996 (1)(2)
(iv) Shared power to dispose or to direct the disposition of:
None (2)
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(1) 2,678,300 of such shares are beneficially owned by Irving
E. Schottenstein. Irving E. Schottenstein is the trustee of (i) the Irving and
Frankie Schottenstein Trust which holds 478,300 shares (5.8%), and (ii) the
Steven Schottenstein Descendants Trust which holds 51,000 shares (0.6%), and
exercises all rights with regard to such shares. Mr. Schottenstein is also the
trustee, pursuant to trust agreements dated August 1986, as amended, of trusts
for the benefit of Mr. Schottenstein's four children: Robert H. Schottenstein
(550,000 shares)(6.6%), Steven Schottenstein (499,000 shares)(6.0%), Gary L.
Schottenstein (550,000 shares)(6.6%) and Linda S. Fisher (550,000 shares)(6.6%).
As trustee, Mr. Schottenstein is empowered to exercise all rights with regard to
such shares, revoke each trust, and with the agreement of each beneficiary,
amend each trust.
This amount also includes: 19,300 shares (0.2%) beneficially
owned by Linda S. Fisher; 13,800 shares (0.2%) beneficially owned by Gary L.
Schottenstein; 25,200 shares (0.3%) beneficially owned by Robert H.
Schottenstein; and 25,200 shares (0.3%) beneficially owned by Steven
Schottenstein.
428,013 (4.9%) of these shares are held in the Melvin L.
Schottenstein Marital Trust I and 21,987 shares (0.3%) are held in the Melvin L.
Schottenstein Marital Trust II. Lenore S. Sagner, Holly S. Kastan and Eric J.
Schottenstein are co-trustees of the Melvin L. Schottenstein Marital Trusts I
and II and collectively exercise all rights with regard to such shares.
514,900 (5.9%) of these shares are beneficially owned by Holly
S. Kastan, of which 404,900 shares are held in trust by Mrs. Kastan, as trustee,
for the benefit of Mrs. Kastan and her immediate family; 70,000 of these 514,900
shares are held in a trust for the benefit of Mrs. Kastan's children, the
trustee of which is David J. Kastan, Mrs. Kastan's brother-in-law; and 40,000 of
these shares are held by Mrs. Kastan's husband, Bradley R. Kastan.
475,500 (5.4%) of these shares are beneficially owned by Eric
J. Schottenstein.
526,584 (6.0%) of these shares are beneficially owned by Amy
D. Schottenstein, as trustee of a trust for the benefit of Ms. Schottenstein and
her husband.
527,500 (6.0%) of these shares are beneficially owned by Julie
S. Saar, of which 458,768 shares are held in trust by Ms. Saar, as trustee, for
the benefit of Ms. Saar and her immediate family, and
Page 5 of 22 Pages
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68,732 shares are held in trust by Yoaz Saar, Ms. Saar's husband, as trustee,
for the benefit of Ms. Saar and her immediate family.
(2) In connection with and prior to the Issuer's initial
public offering in November 1993, Irving E. Schottenstein, the Issuer's
co-founder, members of his immediate family and trusts for their benefit and the
benefit of their children (collectively, the "Irving Schottenstein
Shareholders"), and Lenore G. Sagner (the widow of Melvin L. Schottenstein, the
Issuer's co-founder and the first cousin of Irving E. Schottenstein), members of
her immediate family and trusts for their benefit and the benefit of their
children (collectively, the "Mel Schottenstein Shareholders") entered into the
Family Agreement.
The Family Agreement provides the Irving Schottenstein
Shareholders and the Mel Schottenstein Shareholders with certain rights and
obligations with respect to their shares of Common Stock. These rights and
obligations relate primarily to: (i) the election of directors of the Issuer;
(ii) voting rights with respect to extraordinary transactions; (iii)
restrictions on the acquisition of shares; and (iv) restrictions on the
disposition of shares.
A. ELECTION OF DIRECTORS. The Issuer's Board of Directors
consists of nine directors divided into three classes of three directors each.
Pursuant to Sections 3.2 and 3.3 of the Family Agreement, the Irving
Schottenstein Shareholders and the Mel Schottenstein Shareholders have stated
their intention that the Board consist of three independent directors (i.e.,
directors who are not members of either family) and three directors, one in each
class, designated by each of Mel and Irving's families. Each family is required
to hold a family vote to designate its nominees, and both the Irving
Schottenstein Shareholders and the Mel Schottenstein Shareholders are required
to vote all of their shares for such designated nominees.
Pursuant to Section 3.3.4 of the Family Agreement, in the
event that either the Mel Schottenstein Shareholders or the Irving Schottenstein
Shareholders own in the aggregate a number of shares less than 70%, but greater
than or equal to 50% of the other family's holdings, the family with the
decreased holdings shall have the right to designate only two directors, and the
parties to the Family Agreement will take such action as is required to reduce
the size of the board to eight members. In the event that either the Mel
Schottenstein Shareholders or the Irving Schottenstein Shareholders own in the
aggregate a number of shares less than 50%, but less than or equal to 50% of the
other family's holdings, the family with the decreased holdings shall have the
right to designate only one director, and the parties to the Family Agreement
will take such action as is required to reduce the size of the Board to seven
members. In the event that either the Mel Schottenstein Shareholders or the
Irving Schottenstein Shareholders own in the aggregate a number of shares less
than 20% of the other family's holdings, the family with the decreased holdings
shall lose the right to designate any directors, the other family shall have the
right to designate four directors and the parties to the Family Agreement will
take such action as is required to effectuate such provision. As of December 31,
1996, for purposes of the Family Agreement, the Mel Schottenstein Shareholders
owned in the aggregate
Page 6 of 22 Pages
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2,452,700 shares, or approximately 90% of the number of shares owned by the
Irving Schottenstein Shareholders.
B. VOTING RIGHTS ON SUPERMAJORITY ISSUES. The Family Agreement
provides that each family shall take a separate family vote with respect to
certain "Supermajority Issues." Such Supermajority Issues include any proposal
(i) to amend the Issuer's Amended and Restated Articles of Incorporation or
Regulations; (ii) to enter into certain extraordinary transactions, such as the
sale of all or substantially all of the assets of the Issuer, merge or
consolidate the Issuer into another entity or dissolve the Issuer; (iii) to
establish the terms of or issue any of the shares of Preferred Stock of the
Issuer; or (iv) to issue shares of Common Stock if, as a result of such issuance
either the Mel Schottenstein Shareholders or the Irving Schottenstein
Shareholders would be entitled to more than 50% of the total voting power of the
Issuer in the election of directors.
Not less than 15 business days prior to any meeting of the
Issuer's shareholders at which a vote will be taken with respect to any
Supermajority Issue, or within ten business days after a written request from
either family to vote upon a Supermajority Issue which such family desires to
place before the shareholders of the Issuer, the Irving Schottenstein
Shareholders and the Mel Schottenstein Shareholders are each required to hold a
family vote pursuant to the procedures set forth in the Family Agreement.
Assuming each family complies with such procedures, if two-thirds or more of the
aggregate votes cast by the Mel Schottenstein Shareholders and by the Irving
Schottenstein Shareholders, respectively, vote in favor of such Supermajority
Issue, then all of the shareholders in each family must vote all of their shares
in favor of such Supermajority Issue at the shareholders' meeting. Conversely,
if less than two-thirds of either the Mel Schottenstein Shareholders or the
Irving Schottenstein Shareholders vote for such Supermajority Issue, then all of
the shareholders in each family must vote all of their shares against such
Supermajority Issue at the shareholders' meeting.
The Family Agreement does not impose any restrictions on the
way in which either the Mel Schottenstein Shareholders or the Irving
Schottenstein Shareholders shall vote on matters other than the election of
directors and Supermajority Issues.
C. RESTRICTIONS ON THE ACQUISITION OF SHARES. The parties to
the Family Agreement are restricted from acquiring additional shares of the
Issuer's Common Stock except in certain limited circumstances, including
pursuant to employee or director compensation plans, for the purpose of funding
certain charitable gifts and from other family members, either directly or
pursuant to the exercise of rights of first or second refusal.
D. RESTRICTIONS ON THE DISPOSITION OF SHARES. The Mel
Schottenstein Shareholders and the Irving Schottenstein Shareholders are
restricted from selling shares of the Issuer's Common Stock except in certain
limited circumstances, which include inter-family transfers and limited
charitable gifts. Subject to applicable securities laws, such shareholders are
also permitted to sell shares in the open market pursuant to brokered
transactions during a specified quarterly window
Page 7 of 22 Pages
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period; provided, that the aggregate amount so sold by the members of any family
subgroup (e.g., one of Mel or Irving's children and his or her spouse and/or
children) may not exceed $500,000 in any quarter. In addition, the Mel
Schottenstein Shareholders are entitled to limited registration rights with
respect to up to 700,000 shares of the Issuer's Common Stock. In almost every
instance, including, but not limited to, pursuant to the exercise of such
registration rights, each sale by a Mel Schottenstein Shareholder is subject to
rights of first of refusal by the other Mel Schottenstein Shareholders and to
rights of second refusal by the Irving Schottenstein Shareholders, and each sale
by an Irving Schottenstein Shareholder is subject to rights of first refusal by
the other Irving Schottenstein Shareholders and to rights of second refusal by
the Mel Schottenstein Shareholders.
Notwithstanding the provisions of the Family Agreement, each
of the undersigned disclaims beneficial ownership of the shares of Common Stock
owned by the other members of his or her family or by, in the case of members of
Irving Schottenstein's family, the members of Mel Schottenstein's family and, in
the case of members of Mel Schottenstein's family, the members of Irving
Schottenstein's family, and this filing shall not be an admission that any of
the undersigned is, for purposes of Section 13(d) or 13(g) of the Exchange Act,
the beneficial owner of any such shares of another of the undersigned.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the
Group.
In lieu of a separate exhibit, please see Item 2(a)
above.
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
Page 8 of 22 Pages
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Signature
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth in this
statement is true, complete and
correct.*
Dated: August 8, 1997
<TABLE>
<S> <C>
/s/ Irving E. Schottenstein /s/ Lenore S. Sagner
- -------------------------------- ----------------------------------
Irving E. Schottenstein, Lenore S. Sagner, as trustee
individually and as trustee
By: /s/ Irving E. Schottenstein By: /s/ Lenore S. Sagner
----------------------------- ----------------------------------
Name: Irving E. Schottenstein Name: Lenore S. Sagner
Attorney-in-Fact for the Attorney-in-Fact for the
Following Persons: Following Persons:
Robert H. Schottenstein, Eric J. Schottenstein,
individually and as trustee individually and as trustee
Steven Schottenstein, Holly S. Kastan, as trustee
individually, and as trustee
Bradley R. Kastan, individually
Linda S. Fisher, individually
and as trustee David J. Kastan, as trustee
Amy D. Schottenstein, as trustee
Julie S. Saar, as trustee
Yoaz Saar, as trustee
</TABLE>
/s/ Gary L. Schottenstein
- ---------------------------
Gary L. Schottenstein,
individually and as trustee
- --------------------
* In accordance with Rule 13-d(f)(1)(iii) of Regulation 13D-G of
the General Rules and Regulations under the Exchange Act, this Schedule 13G is
filed pursuant to an agreement among the above listed parties, which is attached
hereto as Exhibit A. The Powers of Attorney authorizing Irving E. Schottenstein
and Lenore S. Sagner, respectively, to act on behalf of each of the above listed
respective parties are attached hereto as Exhibit B.
Page 9 of 22 Pages
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Exhibit A
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation
13D-G of the General Rules and Regulations under the Securities and Exchange Act
of 1934, the undersigned
agree that the Schedule 13G to which this Exhibit A is attached is filed on
behalf of each of the undersigned.
Dated: August 8, 1997
<TABLE>
<S> <C>
/s/ Irving E. Schottenstein /s/ Lenore S. Sagner
- ---------------------------------- -----------------------------------
Irving E. Schottenstein, Lenore S. Sagner, as trustee
individually and as trustee
By: /s/ Irving E. Schottenstein By: /s/ Lenore S. Sagner
- ---------------------------------- -----------------------------------
Name: Irving E. Schottenstein** Name: Lenore S. Sagner**
Attorney-in-Fact for the Attorney-in-Fact for the
Following Persons: Following Persons:
Robert H. Schottenstein, Eric J. Schottenstein,
individually and as trustee individually and as trustee
Steven Schottenstein, Holly S. Kastan, as trustee
individually, and as trustee
Bradley R. Kastan, individually
Linda S. Fisher, individually
and as trustee David J. Kastan, as trustee
Amy D. Schottenstein, as trustee
Julie S. Saar, as trustee
Yoaz Saar, as trustee
</TABLE>
/s/ Gary L. Schottenstein
- ---------------------------
Gary L. Schottenstein,
individually and as trustee
- --------------------
** The Powers of Attorney authorizing the above-named individuals
to act on behalf of each of the above listed parties are attached hereto as
Exhibit B.
Page 10 of 22 Pages
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POWER OF ATTORNEY
I, Irving E. Schottenstein, individually and as trustee of the
Irving and Frankie Schottenstein Trust, the Steven Schottenstein Descendants
Trust and each other trust, whether now existing or hereinafter created, of
which I am the trustee and which is for the benefit of myself or any member or
members of my immediate family (including, but not limited to, grandchildren),
do hereby constitute and appoint Robert H. Schottenstein and Steven
Schottenstein, or either of them, my true and lawful attorneys and agents, each
with full power of substitution, to do any and all acts and things in my name
and on my behalf in my capacity individually or as trustee of any such trust and
to execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys or agents, or either of them, may deem
necessary or advisable to enable me to comply with Section 13 of the Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission thereunder, including, but not limited
to, the filing of any Schedule 13G or Schedule 13D, or any amendment to either,
required in connection with the beneficial ownership of shares of Common Stock
of M/I Schottenstein Homes, Inc.; and I do hereby ratify and confirm all that
the said attorneys and agents, or their substitute or substitutes, or any of
them, shall do or cause to be done by virtue hereof.
/s/ Irving E. Schottenstein
---------------------------
Irving E. Schottenstein
Page 11 of 22 Pages
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POWER OF ATTORNEY
I, Robert H. Schottenstein, individually and as trustee of each
trust, whether now existing or hereinafter created, of which I am the trustee
and which is for the benefit of myself or any member or members of my immediate
family (including, but not limited to, grandchildren), do hereby constitute and
appoint Irving E. Schottenstein and Steven Schottenstein, or either of them, my
true and lawful attorneys and agents, each with full power of substitution, to
do any and all acts and things in my name and on my behalf in my capacity
individually or as trustee of any such trust and to execute any and all
instruments for me and in my name in the capacities indicated above, which said
attorneys or agents, or either of them, may deem necessary or advisable to
enable me to comply with Section 13 of the Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission thereunder, including, but not limited to, the filing of any
Schedule 13G or Schedule 13D, or any amendment to either, required in connection
with the beneficial ownership of shares of Common Stock of M/I Schottenstein
Homes, Inc.; and I do hereby ratify and confirm all that the said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause to
be done by virtue hereof.
/s/ Robert H. Schottenstein
---------------------------
Robert H. Schottenstein
Page 12 of 22 Pages
<PAGE> 13
POWER OF ATTORNEY
I, Steven Schottenstein, individually and as trustee of each
trust, whether now existing or hereinafter created, of which I am the trustee
and which is for the benefit of myself or any member or members of my immediate
family (including, but not limited to, grandchildren), do hereby constitute and
appoint Irving E. Schottenstein and Robert H. Schottenstein, or either of them,
my true and lawful attorneys and agents, each with full power of substitution,
to do any and all acts and things in my name and on my behalf in my capacity
individually or as trustee of any such trust and to execute any and all
instruments for me and in my name in the capacities indicated above, which said
attorneys or agents, or either of them, may deem necessary or advisable to
enable me to comply with Section 13 of the Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission thereunder, including, but not limited to, the filing of any
Schedule 13G or Schedule 13D, or any amendment to either, required in connection
with the beneficial ownership of shares of Common Stock of M/I Schottenstein
Homes, Inc.; and I do hereby ratify and confirm all that the said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause to
be done by virtue hereof.
/s/ Steven Schottenstein
------------------------
Steven Schottenstein
Page 13 of 22 Pages
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POWER OF ATTORNEY
I, Linda S. Fisher, individually and as trustee of each trust,
whether now existing or hereinafter created, of which I am the trustee and which
is for the benefit of myself or any member or members of my immediate family
(including, but not limited to, grandchildren), do hereby constitute and appoint
Irving E. Schottenstein, Robert H. Schottenstein and Steven Schottenstein, or
any of them, my true and lawful attorneys and agents, each with full power of
substitution, to do any and all acts and things in my name and on my behalf in
my capacity individually or as trustee of any such trust and to execute any and
all instruments for me and in my name in the capacities indicated above, which
said attorneys or agents, or any of them, may deem necessary or advisable to
enable me to comply with Section 13 of the Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission thereunder, including, but not limited to, the filing of any
Schedule 13G or Schedule 13D, or any amendment to either, required in connection
with the beneficial ownership of shares of Common Stock of M/I Schottenstein
Homes, Inc.; and I do hereby ratify and confirm all that the said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause to
be done by virtue hereof.
/s/ Linda S. Fisher
--------------------
Linda S. Fisher
Page 14 of 22 Pages
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
hereby constitutes and appoints Lenore Schottenstein Sagner, Eric J.
Schottenstein, Holly S. Kastan, and each of them, as the true and lawful
attorney or attorneys-in-fact, with full power of substitution and
resubstitution, for the undersigned and in the name, place and stead of the
undersigned, in any and all capacities to execute on behalf of the undersigned
any and all statements or reports under Section 13 or Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act"), with respect to the
beneficial ownership of Common Stock, par value $.01 per share, of M/I
Schottenstein Homes, Inc., an Ohio corporation, including without limitation all
statements on Schedule 13D or Schedule 13G, and all joint filing agreements
pursuant to Rule 13d-1(f)(iii) under the Exchange Act in connection with such
statements, all initial statements of beneficial ownership on Form 3, all
statements of changes of beneficial ownership on Form 4, all annual statements
of beneficial ownership on Form 5, and any and all other documents that may be
required, from time to time, to be filed with the Securities and Exchange
Commission, to execute any and all amendments or supplements thereto, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorney or attorneys-in-fact, and each of them, full power and authority to do
so and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney or attorneys-in-fact or any of them, or their substitutes or
resubstitutes, may lawfully do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, and each of them,
in serving in such capacity at the request of the undersigned, are not assuming
any of the responsibilities of the undersigned to comply with Section 13 or
Section 16 of the Exchange Act or any other legal requirement. This Power of
Attorney shall remain in effect until revoked in writing by the undersigned.
/s/ Lenore Schottenstein Sagner
-------------------------------
Lenore Schottenstein Sagner
Date: April 15, 1997
Page 15 of 22 Pages
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
hereby constitutes and appoints Lenore Schottenstein Sagner, Eric J.
Schottenstein, Holly S. Kastan, and each of them, as the true and lawful
attorney or attorneys-in-fact, with full power of substitution and
resubstitution, for the undersigned and in the name, place and stead of the
undersigned, in any and all capacities to execute on behalf of the undersigned
any and all statements or reports under Section 13 or Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act"), with respect to the
beneficial ownership of Common Stock, par value $.01 per share, of M/I
Schottenstein Homes, Inc., an Ohio corporation, including without limitation all
statements on Schedule 13D or Schedule 13G, and all joint filing agreements
pursuant to Rule 13d-1(f)(iii) under the Exchange Act in connection with such
statements, all initial statements of beneficial ownership on Form 3, all
statements of changes of beneficial ownership on Form 4, all annual statements
of beneficial ownership on Form 5, and any and all other documents that may be
required, from time to time, to be filed with the Securities and Exchange
Commission, to execute any and all amendments or supplements thereto, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorney or attorneys-in-fact, and each of them, full power and authority to do
so and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney or attorneys-in-fact or any of them, or their substitutes or
resubstitutes, may lawfully do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, and each of them,
in serving in such capacity at the request of the undersigned, are not assuming
any of the responsibilities of the undersigned to comply with Section 13 or
Section 16 of the Exchange Act or any other legal requirement. This Power of
Attorney shall remain in effect until revoked in writing by the undersigned.
/s/ Eric J. Schottenstein
--------------------------
Eric J. Schottenstein
Date: April 15, 1997
Page 16 of 22 Pages
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
hereby constitutes and appoints Lenore Schottenstein Sagner, Eric J.
Schottenstein, Holly S. Kastan, and each of them, as the true and lawful
attorney or attorneys-in-fact, with full power of substitution and
resubstitution, for the undersigned and in the name, place and stead of the
undersigned, in any and all capacities to execute on behalf of the undersigned
any and all statements or reports under Section 13 or Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act"), with respect to the
beneficial ownership of Common Stock, par value $.01 per share, of M/I
Schottenstein Homes, Inc., an Ohio corporation, including without limitation all
statements on Schedule 13D or Schedule 13G, and all joint filing agreements
pursuant to Rule 13d-1(f)(iii) under the Exchange Act in connection with such
statements, all initial statements of beneficial ownership on Form 3, all
statements of changes of beneficial ownership on Form 4, all annual statements
of beneficial ownership on Form 5, and any and all other documents that may be
required, from time to time, to be filed with the Securities and Exchange
Commission, to execute any and all amendments or supplements thereto, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorney or attorneys-in-fact, and each of them, full power and authority to do
so and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney or attorneys-in-fact or any of them, or their substitutes or
resubstitutes, may lawfully do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, and each of them,
in serving in such capacity at the request of the undersigned, are not assuming
any of the responsibilities of the undersigned to comply with Section 13 or
Section 16 of the Exchange Act or any other legal requirement. This Power of
Attorney shall remain in effect until revoked in writing by the undersigned.
/s/ Holly S. Kastan
--------------------
Holly S. Kastan
Date: April 15, 1997
Page 17 of 22 Pages
<PAGE> 18
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
hereby constitutes and appoints Lenore Schottenstein Sagner, Eric J.
Schottenstein, Holly S. Kastan, and each of them, as the true and lawful
attorney or attorneys-in-fact, with full power of substitution and
resubstitution, for the undersigned and in the name, place and stead of the
undersigned, in any and all capacities to execute on behalf of the undersigned
any and all statements or reports under Section 13 or Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act"), with respect to the
beneficial ownership of Common Stock, par value $.01 per share, of M/I
Schottenstein Homes, Inc., an Ohio corporation, including without limitation all
statements on Schedule 13D or Schedule 13G, and all joint filing agreements
pursuant to Rule 13d-1(f)(iii) under the Exchange Act in connection with such
statements, all initial statements of beneficial ownership on Form 3, all
statements of changes of beneficial ownership on Form 4, all annual statements
of beneficial ownership on Form 5, and any and all other documents that may be
required, from time to time, to be filed with the Securities and Exchange
Commission, to execute any and all amendments or supplements thereto, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorney or attorneys-in-fact, and each of them, full power and authority to do
so and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney or attorneys-in-fact or any of them, or their substitutes or
resubstitutes, may lawfully do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, and each of them,
in serving in such capacity at the request of the undersigned, are not assuming
any of the responsibilities of the undersigned to comply with Section 13 or
Section 16 of the Exchange Act or any other legal requirement. This Power of
Attorney shall remain in effect until revoked in writing by the undersigned.
/s/ Bradley R. Kastan
----------------------
Bradley R. Kastan
Date: April 15, 1997
Page 18 of 22 Pages
<PAGE> 19
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
hereby constitutes and appoints Lenore Schottenstein Sagner, Eric J.
Schottenstein, Holly S. Kastan, and each of them, as the true and lawful
attorney or attorneys-in-fact, with full power of substitution and
resubstitution, for the undersigned and in the name, place and stead of the
undersigned, in any and all capacities to execute on behalf of the undersigned
any and all statements or reports under Section 13 or Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act"), with respect to the
beneficial ownership of Common Stock, par value $.01 per share, of M/I
Schottenstein Homes, Inc., an Ohio corporation, including without limitation all
statements on Schedule 13D or Schedule 13G, and all joint filing agreements
pursuant to Rule 13d-1(f)(iii) under the Exchange Act in connection with such
statements, all initial statements of beneficial ownership on Form 3, all
statements of changes of beneficial ownership on Form 4, all annual statements
of beneficial ownership on Form 5, and any and all other documents that may be
required, from time to time, to be filed with the Securities and Exchange
Commission, to execute any and all amendments or supplements thereto, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorney or attorneys-in-fact, and each of them, full power and authority to do
so and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney or attorneys-in-fact or any of them, or their substitutes or
resubstitutes, may lawfully do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, and each of them,
in serving in such capacity at the request of the undersigned, are not assuming
any of the responsibilities of the undersigned to comply with Section 13 or
Section 16 of the Exchange Act or any other legal requirement. This Power of
Attorney shall remain in effect until revoked in writing by the undersigned.
/s/ Julie S. Saar
---------------------
Julie S. Saar
Date: April 15, 1997
Page 19 of 22 Pages
<PAGE> 20
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
hereby constitutes and appoints Lenore Schottenstein Sagner, Eric J.
Schottenstein, Holly S. Kastan, and each of them, as the true and lawful
attorney or attorneys-in-fact, with full power of substitution and
resubstitution, for the undersigned and in the name, place and stead of the
undersigned, in any and all capacities to execute on behalf of the undersigned
any and all statements or reports under Section 13 or Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act"), with respect to the
beneficial ownership of Common Stock, par value $.01 per share, of M/I
Schottenstein Homes, Inc., an Ohio corporation, including without limitation all
statements on Schedule 13D or Schedule 13G, and all joint filing agreements
pursuant to Rule 13d-1(f)(iii) under the Exchange Act in connection with such
statements, all initial statements of beneficial ownership on Form 3, all
statements of changes of beneficial ownership on Form 4, all annual statements
of beneficial ownership on Form 5, and any and all other documents that may be
required, from time to time, to be filed with the Securities and Exchange
Commission, to execute any and all amendments or supplements thereto, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorney or attorneys-in-fact, and each of them, full power and authority to do
so and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney or attorneys-in-fact or any of them, or their substitutes or
resubstitutes, may lawfully do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, and each of them,
in serving in such capacity at the request of the undersigned, are not assuming
any of the responsibilities of the undersigned to comply with Section 13 or
Section 16 of the Exchange Act or any other legal requirement. This Power of
Attorney shall remain in effect until revoked in writing by the undersigned.
/s/ Yoaz Saar
----------------
Yoaz Saar
Date: April 15, 1997
Page 20 of 22 Pages
<PAGE> 21
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
hereby constitutes and appoints Lenore Schottenstein Sagner, Eric J.
Schottenstein, Holly S. Kastan, and each of them, as the true and lawful
attorney or attorneys-in-fact, with full power of substitution and
resubstitution, for the undersigned and in the name, place and stead of the
undersigned, in any and all capacities to execute on behalf of the undersigned
any and all statements or reports under Section 13 or Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act"), with respect to the
beneficial ownership of Common Stock, par value $.01 per share, of M/I
Schottenstein Homes, Inc., an Ohio corporation, including without limitation all
statements on Schedule 13D or Schedule 13G, and all joint filing agreements
pursuant to Rule 13d-1(f)(iii) under the Exchange Act in connection with such
statements, all initial statements of beneficial ownership on Form 3, all
statements of changes of beneficial ownership on Form 4, all annual statements
of beneficial ownership on Form 5, and any and all other documents that may be
required, from time to time, to be filed with the Securities and Exchange
Commission, to execute any and all amendments or supplements thereto, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorney or attorneys-in-fact, and each of them, full power and authority to do
so and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney or attorneys-in-fact or any of them, or their substitutes or
resubstitutes, may lawfully do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, and each of them,
in serving in such capacity at the request of the undersigned, are not assuming
any of the responsibilities of the undersigned to comply with Section 13 or
Section 16 of the Exchange Act or any other legal requirement. This Power of
Attorney shall remain in effect until revoked in writing by the undersigned.
/s/ Amy D. Schottenstein
------------------------
Amy D. Schottenstein
Date: April 16, 1997
Page 21 of 22 Pages
<PAGE> 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
individually and as trustee of each trust, whether now existing or hereinafter
created, of which the undersigned is the trustee and which is for the benefit of
any member of member of the immediate family (including, but not limited to,
grandchildren) of Bradley R. Kastan, my brother, hereby constitutes and appoints
Lenore Schottenstein Sagner, Eric J. Schottenstein, Holly S. Kastan, and each of
them, as the true and lawful attorney or attorneys-in-fact, with full power of
substitution and resubstitution, for the undersigned and in the name, place and
stead of the undersigned, in any and all capacities to execute on behalf of the
undersigned any and all statements or reports under Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act"), with respect to the beneficial
ownership of Common Stock, par value $.01 per share, of M/I Schottenstein Homes,
Inc., an Ohio corporation, including without limitation all statements on
Schedule 13D or Schedule 13G, and all joint filing agreements pursuant to Rule
13d-1(f)(iii) under the Exchange Act in connection with such statements, and any
and all other documents that may be required, from time to time, to be filed
with the Securities and Exchange Commission, to execute any and all amendments
or supplements thereto, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them, or their substitutes or resubstitutes, may lawfully do or cause to be done
by virtue hereof. The undersigned acknowledges that the foregoing
attorneys-in-fact, and each of them, in serving in such capacity at the request
of the undersigned, are not assuming any of the responsibilities of the
undersigned to comply with Section 13 of the Exchange Act or any other legal
requirement. This Power of Attorney shall remain in effect until revoked in
writing by the undersigned.
/s/ David J. Kastan
-------------------
David J. Kastan
Date: May 15, 1997
Page 22 of 22 Pages
