<PAGE> 1
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
M/I SCHOTTENSTEIN HOMES, INC.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the 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:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
(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):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------
(5) Total fee paid:
------------------------------------------------
[ ] 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:
----------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------
(3) Filing Party:
--------------------------------------------------
(4) Date Filed:
----------------------------------------------------
<PAGE> 2
M/I SCHOTTENSTEIN
[LOGO]
3 Easton Oval
Columbus, Ohio 43219
April 1, 1997
To Our Shareholders:
The Annual Meeting of Shareholders of M/I Schottenstein Homes, Inc.
(the "Company"), will be held at 9:00 a.m. Eastern Daylight Time on Wednesday,
May 7, 1997, at the offices of the Company, 3 Easton Oval, Columbus, Ohio.
Enclosed is a copy of our 1996 Annual Report, notice of the meeting, a
proxy statement and a proxy card. Please record your vote on the card and
return it promptly in the enclosed postage-paid envelope.
We look forward to reviewing the activities of the Company at the
meeting. We hope you can be with us.
Sincerely,
/s/ IRVING E. SCHOTTENSTEIN
---------------------------
Irving E. Schottenstein,
Chief Executive Officer
================================================================================
PLEASE SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE
================================================================================
<PAGE> 3
M/I SCHOTTENSTEIN
[LOGO]
3 Easton Oval
Columbus, Ohio 43219
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 7, 1997
To Each Shareholder of M/I Schottenstein Homes, Inc.:
Notice is hereby given that the 1997 Annual Meeting of Shareholders
of M/I Schottenstein Homes, Inc. (the "Company") will be held at 9:00 a.m.
Eastern Daylight Time on May 7, 1997, at the offices of the Company, 3 Easton
Oval, Columbus, Ohio, for the following purposes:
1) To elect three (3) directors to serve until the 2000 annual meeting of
shareholders or until their successors have been duly elected and
qualified; and
2) To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 14,
1997, will be entitled to notice of, and to vote at, such meeting, or at any
adjournment thereof. A complete list of shareholders entitled to vote at the
meeting will be available for examination by any shareholder at the executive
offices of the Company for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the Annual Meeting.
It is important that your shares be represented at the Annual
Meeting. Whether or not you intend to be present, please sign, date and send
the enclosed proxy in the envelope provided. Proxies are revocable at any time
and shareholders who are present may withdraw their proxy and vote in person if
they so desire.
By Order of the Board of Directors,
/s/ PAUL S. COPPEL
------------------------
Paul S. Coppel,
Secretary
April 1, 1997
<PAGE> 4
M/I SCHOTTENSTEIN
[LOGO]
3 Easton Oval
Columbus, Ohio 43219
PROXY STATEMENT
for the
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 7, 1997
April 1, 1997
GENERAL
The Annual Meeting of Shareholders of M/I Schottenstein Homes, Inc.
(the "Company") will be held on Wednesday, May 7, 1997 (the "Annual Meeting"),
for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. The Company expects that this proxy statement and the
accompanying form of proxy will be mailed on or about April 1, 1997, to each
shareholder of record as of March 14, 1997. This proxy statement is furnished
in connection with the solicitation by the Company's Board of Directors (the
"Board") of proxies to be used at such meeting and at any adjournment thereof.
The Annual Report of the Company for the year ended December 31, 1996,
including financial statements, is being mailed to all shareholders together
with this proxy statement.
A proxy for use at the Annual Meeting is enclosed. A proxy may be
revoked by a shareholder at any time before it is exercised by filing with the
Company a notice in writing revoking it or by duly executing a proxy bearing a
later date. Proxies also may be revoked by any shareholder present at the
Annual Meeting who expresses a desire to vote his or her shares in person.
Subject to such revocation and except as otherwise stated herein or in the form
of proxy, all proxies duly executed and received prior to, or at the time of,
the Annual Meeting will be voted in accordance with the specifications of the
proxies. If no specification is made, proxies will be voted for the nominees
for election of directors set forth herein and at the discretion of the
proxyholders on all other matters that may properly be brought before the
Annual Meeting or any adjournment thereof.
OUTSTANDING SHARES AND VOTING RIGHTS
There were 8,800,000 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), issued and outstanding on March 14, 1997
(the "Record Date"), which date has been set as the record date for the purpose
of determining shareholders entitled to notice of, and to vote at, the Annual
Meeting. On March 17, 1997, the Company repurchased 500,000 shares of Common
Stock from
<PAGE> 5
members of the Melvin L. Schottenstein family and trusts for their benefit. The
purchase price for such repurchase was equal to the closing price of the
Company's Common Stock on the New York Stock Exchange on March 14, 1997, the
last business day prior to the repurchase. On any matter submitted to a
shareholder vote, each holder of Common Stock will be entitled to one vote, in
person or by proxy, for each share of Common Stock registered in his or her
name on the books of the Company as of the Record Date. Under Ohio law and the
Company's Regulations, the aggregate number of votes entitled to be cast by all
shareholders present in person or represented by proxy at the meeting, whether
those shareholders vote for, against or abstain from voting on any matter, will
be counted for purposes of determining the minimum number of affirmative votes
required for approval of such matters, and the total number of votes cast for
each of these matters will be counted for purposes of determining whether
sufficient affirmative votes have been cast. Abstentions, withheld votes and
broker non-votes with respect to any matter will have the same legal effect as
a vote against the matter.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
A class of three directors is to be elected at the Annual Meeting. The
Board has nominated the persons set forth below for election as directors of
the Company at the Annual Meeting. All of the nominees are currently serving as
directors of the Company. The three nominees receiving the greatest number of
votes cast will be elected to serve until the 2000 Annual Meeting of
Shareholders or until their successors are duly elected and qualified.
Information concerning the nominees and the remaining members of the Board is
set forth below. Robert H. Schottenstein, Eric J. Schottenstein and Friedrich
K.M. Bohm will serve until the 1998 annual meeting of shareholders or until
their successors are duly elected and qualified. Irving E. Schottenstein,
Norman L. Traeger, who replaced the late John B. Gerlach on February 25, 1997,
and Amy D. Schottenstein, who replaced Lenore S. Sagner following her
resignation from the Board of Directors on March 17, 1997, will serve until the
1999 Annual Meeting of Shareholders or until their successors are duly elected
and qualified.
Unless otherwise specified in the accompanying proxy, the shares voted
pursuant thereto will be voted FOR each of the persons named below as nominees
for election as directors. The Melvin L. Schottenstein Marital Trusts I and II
(the "Marital Trusts"), together with those members of Melvin L.
Schottenstein's family who are shareholders, or trusts for their benefit, and
the Irving and Frankie Schottenstein Trust, together with those members of
Irving E. Schottenstein's family who are shareholders, or trusts for their
benefit, who, as of the March 14, 1997 record date, collectively owned
5,219,300 shares of Common Stock of the Company (59.2% of the outstanding
shares), have entered into an agreement which obligates both families to vote
for the election of the three directors selected by each of the families as
their representatives on the Board. Following the March 17, 1997 repurchase of
500,000 shares from the Marital Trusts and members of the Melvin L.
Schottenstein Family, members of the Melvin L. Schottenstein and Irving E.
Schottenstein families who are shareholders, or trusts for their benefit,
collectively owned 4,719,300 shares of Common Stock of the Company (56.9% of
the outstanding shares). The family of Melvin L. Schottenstein has selected
Holly S. Kastan as their representative in the class being voted upon at the
Annual Meeting, and the family of Irving E. Schottenstein has selected Steven
Schottenstein as their representative in the class being voted upon at the
Annual Meeting.
2
<PAGE> 6
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
YEAR FIRST
CURRENT POSITIONS SERVED
NAME AGE WITH COMPANY AS DIRECTOR
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NOMINEES
Steven Schottenstein 40 Senior Executive Vice President, 1993
Director
Lewis R. Smoot, Sr. 63 Director, member of Audit 1993
Committee, member of
Compensation Committee (Chairman),
member of Executive Committee
Holly S. Kastan 41 Director 1993
DIRECTORS
Irving E. Schottenstein 68 Chief Executive Officer, 1973
Director (Chairman), member of
Executive Committee (Chairman),
member of Compensation Committee
Robert H. Schottenstein 44 President, Director 1993
Friedrich K. M. Bohm 55 Director, member of Audit Committee 1994
(Chairman), member of Compensation
Committee
Norman L. Traeger 57 Director, member of Audit Committee, 1997 (1)
member of Compensation Committee
Amy D. Schottenstein 32 Director 1997 (2)
Eric J. Schottenstein 37 Director 1993
- ------------------
</TABLE>
(1) Norman L. Traeger was elected to the Board of Directors on February 25,
1997, to replace John B. Gerlach, who died on January 31, 1997.
(2) Amy D. Schottenstein was elected to the Board of Directors on March 17,
1997, in connection with the repurchase of 500,000 shares of Common Stock
of the Company from the Marital Trusts and members of the Melvin L.
Schottenstein family, upon the resignation of Lenore S. Sagner, her
mother.
Irving E. Schottenstein is the father of Steven Schottenstein and
Robert H. Schottenstein. Holly S. Kastan, Eric J. Schottenstein and Amy D.
Schottenstein are siblings.
3
<PAGE> 7
BUSINESS EXPERIENCE
Steven Schottenstein has been a Senior Executive Vice President since
May 1996 and an Assistant Secretary since April 1992. He served as an Executive
Vice President from February 1994 until May 1996, as a Senior Vice President
from September 1993 until February 1994 and was a Vice President from June 1990
until September 1993. He became a Regional Manager for the Washington, D.C.
Region in December 1990, Regional Manager for the Indiana Region in April 1992
and Regional Manager for the Carolina Region in February 1994 and served in
such positions until May 1996. From 1984 to June 1990, he was Vice
President/Division Manager-Orlando Division. He was a Director of the Company's
predecessor from 1980 until August 1986.
Lewis R. Smoot, Sr. has been the President and Chief Executive Officer
of The Smoot Corporation since 1987, a construction contractor and construction
management concern. He currently serves as a Director of Huntington Bancshares
Incorporated.
Holly S. Kastan is a private investor. Ms. Kastan was employed by
Fidelity Investments, Inc. in its commercial real estate division from 1979
until 1984. She was a Director of the Company's predecessor from 1980 until
August 1986.
Irving E. Schottenstein has been Chief Executive Officer since August
1986, and a Director of the Company or its predecessors since 1973. He was
President of the Company and its predecessors from 1973 until 1996. He was also
the Chairman of the Board or President of M/I Financial Corp., a wholly-owned
subsidiary of the Company ("M/I Financial), from 1983 until August 1995. He was
a Director of M/I Financial Corp. from 1983 until August 1995.
Norman L. Traeger founded United Skates of America, a chain of family
fun centers, in 1971 and The Discovery Group, a venture capital firm, in 1983.
Mr. Traeger currently owns and manages industrial, commercial and office real
estate and is Vice Chairman of the Board of Trustees of Prescott College.
Amy D. Schottenstein has been Director of Product Management of Edmark
Corporation, a publisher of educational multimedia products for children and a
subsidiary of IBM, since September 1996 and served as Product Manager from July
1993 through September 1996. Prior to joining Edmark Corporation, she was
Product Manager of VideoDiscovery, Inc., a publisher of scientific multimedia
products for children.
Robert H. Schottenstein has been President since May 1996 and an
Assistant Secretary since March 1991. He served as an Executive Vice President
from February 1994 until May 1996, as a Senior Vice President from September
1993 until February 1994 and became a Vice President of the Company in March
1991. He became the Regional Manager for the Cincinnati Division in April 1994
and for the Midwest Land Operations in November 1992 and served in such
position until May 1996. He began his service with the Company in field
operations and has been responsible for the Ohio Land Division since November
1992. He was a Director of the Company's predecessor from 1980 until August
1986. From 1977 to 1991, he was engaged in the private practice of law with
Schottenstein, Zox & Dunn Co., L.P.A. and was of counsel to that firm until
September 1993. He currently serves as a Director of Huntington Bancshares
Incorporated.
Friedrich K. M. Bohm has been the Managing Partner and Chief Executive
Officer of NBBJ, the second largest architectural firm in the United States,
since 1987. He is a director, and currently serves as
4
<PAGE> 8
a member of the executive committee of the Board of Directors, of Huntington
National Bank, a subsidiary of Huntington Bancshares Incorporated, and as a
Director of The Daimler Group and 55 Restaurants, Inc.
Eric J. Schottenstein was employed by the Company from 1983 until
December 1993 and is currently the President of The Joshua Company. While he
was employed by the Company he held a number of positions, including Vice
President from April 1990 until September 1993 and Senior Vice President from
September 1993 until December 1993.
NOMINATION OF DIRECTORS
Nomination for the election of directors may be made by the Board or a
committee appointed by the Board or by any shareholder entitled to vote in the
election of directors generally. To nominate one or more persons for election
as a director, the Company's Regulations require that a shareholder give
written notice of his or her intent to make such nomination or nominations by
personal delivery or by United States Mail, postage pre-paid, to the Secretary
of the Company, not later than the close of business on the seventh day
following the date on which shareholders are first given notice of the meeting
at which directors are to be elected. Such notice shall set forth: 1) the name
and address of the person or persons to be nominated; 2) a representation that
the shareholder is a holder of record entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice; 3) a description of all arrangements or
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; 4) such other information
regarding each nominee proposed by the shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission (the "SEC"), had the nominee been nominated,
or intended to be nominated, by the Board; and 5) the consent of each nominee
to serve as a director of the Company, if so elected. The Chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
BOARD AND COMMITTEE MEETINGS
The Board held five meetings during 1996. All current members of the
Board attended at least 75% of all meetings of the Board and of the committees
on which they served other than Mr. Gerlach, who, as a result of illness, was
able to attend only 60% of such meetings. The Board does not have a nominating
committee. The full Board selects the nominees for directors.
The Board's Audit Committee with respect to the 1996 fiscal year
consisted of Lewis R. Smoot, Sr. (Chairman), John B. Gerlach (deceased) and
Friedrich K. M. Bohm. The Audit Committee's responsibilities include reviewing
the Company's audit procedures and policies, reviewing potential conflicts of
interest, monitoring internal controls and financial reporting, selecting the
Company's independent accountants and making recommendations concerning these
matters to the Board. The Audit Committee met five times in 1996. On February
25, 1997, Norman L. Traeger succeeded to Mr. Gerlach's position on the Audit
Committee, and Mr. Bohm became Chairman.
The Board also has a Compensation Committee, whose members with
respect to the 1996 fiscal year were John B. Gerlach (Chairman), Lewis R.
Smoot, Sr., Friedrich K. M. Bohm, Irving E. Schottenstein and Lenore S. Sagner
(who resigned on March 17, 1997). The Compensation Committee's duties include
reviewing and reporting to the Board on specific compensation matters for
executive officers and administering the Company's stock option plan. The
Compensation Committee met four times in 1996.
5
<PAGE> 9
On February 25, 1997, Norman L. Traeger succeeded to Mr. Gerlach's position on
the Compensation Committee and Mr. Smoot became Chairman.
In March 1995, the Board created the CEO Compensation Subcommittee of
the Compensation Committee (the "Subcommittee"), whose members with respect to
the 1996 fiscal year were John B. Gerlach (Chairman) (deceased), Lewis R.
Smoot, Sr., and Holly S. Kastan, in response to guidelines published by the
Internal Revenue Service regarding the deductibility of executive officer
compensation. The Subcommittee's duties include developing and administering
the plans necessary to ensure that the compensation paid to the Chief Executive
Officer of the Company will be tax deductible. The Subcommittee met one time in
1996. On February 25, 1997, Norman L. Traeger succeeded to Mr. Gerlach's
position on the CEO Compensation Subcommittee.
Between meetings of the Board or when the Board is not in session, the
Executive Committee may exercise, to the extent permitted by law, all the
powers and duties of the Board. The members of the Executive Committee with
respect to the 1996 fiscal year were Irving E. Schottenstein (Chairman), Lenore
S. Sagner, who resigned on March 17, 1997, and John B. Gerlach (deceased), with
Lewis R. Smoot, Sr. acting as an alternate member. On February 25, 1997, Mr.
Smoot succeeded to Mr. Gerlach's position on the Executive Committee. The
Company expects that an as yet undetermined director will succeed to Ms.
Sagner's position on the Executive Committee. During 1996, the Executive
Committee did not hold any meetings but did take several written actions
without a meeting, which were subsequently ratified by the Board.
CERTAIN TRANSACTIONS
The Company leased approximately 27,000 square feet of office space in
Columbus, Ohio pursuant to a lease agreement dated September 1, 1992, with M/I
Office Development Company, an Ohio general partnership of which the Irving and
Frankie Schottenstein Trust and the Melvin L. Schottenstein Marital Trust are
partners. Under the terms of its lease agreement, the Company paid base rent of
$8.16 per square foot plus operating expenses which were approximately an
additional $7.56 per square foot annually. The Company sublet 4,760 square feet
of this space. The Company paid rent of approximately $340,758 in 1996 pursuant
to this lease. The lease was terminated effective as of February 28, 1997. The
Company believes that the terms of this lease were no less favorable than those
reasonably available from unaffiliated third parties for comparable space.
In 1992, prior to its November 1993 initial public offering, the
Company became a limited partner in two limited partnerships formed to purchase
and develop land and lots in the Washington, D.C. market. The general partner
of these two limited partnerships is The Fabulous Eight, Inc., an Ohio
corporation wholly owned by the four children of Irving E. Schottenstein and
Melvin L. Schottenstein, respectively. These limited partnerships were formed
to develop a total of 199 lots. The largest amount of receivables from the
partnership outstanding to the Company at any time during the 1996 fiscal year
was $465,000, including $440,000 in the form of notes receivable which bore
interest at prime plus 1/2%. All of such receivables had been paid to the
Company by the end of the 1996 fiscal year.
On March 17, 1997, the Company repurchased 500,000 shares of Common
Stock from members of the Melvin L. Schottenstein family and trusts for their
benefit. The purchase price for such repurchase was equal to the closing price
of the Company's Common Stock on the New York Stock Exchange on March 14, 1997,
the last business day prior to the repurchase. The Company believes that the
terms of such repurchase were fair and in the best interests of the Company and
its shareholders.
6
<PAGE> 10
MANAGEMENT
The following table sets forth certain information with respect to an
executive officer of the Company and certain other key employees of the
Company.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
CURRENT POSITIONS YEAR STARTED
NAME AGE WITH COMPANY WITH COMPANY
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Kerrii B. Anderson 39 Senior Vice President, Chief 1987
Financial Officer, Assistant
Secretary
Paul S. Coppel 38 Senior Vice President/General 1994
Counsel and Secretary
Phillip G. Creek 44 Senior Vice President, Treasurer 1993
Robert C. Moesle 45 President 1990
Washington, D.C. Region
Lloyd T. Simpson 51 President 1984
Columbus Region
Ronald G. Smith 52 President 1994
Florida Region
</TABLE>
BUSINESS EXPERIENCE
EXECUTIVE OFFICER
Kerrii B. Anderson is Senior Vice President, Chief Financial Officer
and Assistant Secretary of the Company. She became a Senior Vice President in
September 1993 and has been Chief Financial Officer since 1987. She was also
made a Vice President in 1988 and has been Chief Financial Officer of M/I
Financial since 1988.
OTHER KEY EMPLOYEES
Paul S. Coppel joined the Company in January 1994 as Senior Vice
President/General Counsel. Mr. Coppel became the Secretary in February 1995. He
became the Secretary of M/I Financial in August 1995. Prior to joining the
Company, Mr. Coppel was engaged in the private practice of law with Vorys,
Sater, Seymour and Pease, Columbus, Ohio from April 1993 until December 1993;
and Schwartz, Kelm, Warren & Rubenstein, Columbus, Ohio from September 1986
until April 1993.
Phillip G. Creek joined the Company in January 1993 as Vice President
and Treasurer and became a Senior Vice President in September 1993. He became
the Vice President of M/I Financial in August 1995. From 1978 to 1993, Mr.
Creek was employed with The Ryland Group, Inc., a national homebuilder.
7
<PAGE> 11
Robert C. Moesle joined the Company in December 1990 as Division
Manager of the Washington, D.C. division and became Vice President/Regional
Manager-Washington, D.C. Region in September 1991 and President of the
Washington, D.C. Region in November 1996. He became a Senior Vice President in
September 1993. Prior to joining the Company, Mr. Moesle was employed with NVR,
Inc. and The Ryland Group, Inc., both national homebuilders.
Lloyd T. Simpson joined the Company in 1984 and has been President of
the Columbus Region since November 1996 and was Vice President/Regional
Manager-Columbus Region from February 1996 through November 1996. From 1984
until February 1996, he was the Vice President/Regional Manager-Ohio Region. He
became a Senior Vice President in September 1993 and assumed division manager
responsibilities for the Columbus Division in April 1994.
Ronald G. Smith joined the Company in August 1994 and became Vice
President/Regional Manager of the Tampa Division in May 1995 and President of
the Florida Region in November 1996. Prior to joining the Company, he was
employed with Lennar Corporation, a national homebuilder, as President of the
Dallas/Fort Worth homebuilding and land development operations. From 1986 to
1988, Mr. Smith was employed by MDC Holdings, Inc., a national homebuilder,
where he was Regional President with responsibility for operations in Texas and
Georgia.
8
<PAGE> 12
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of the March 14, 1997 record date,
the number and percentage of the outstanding shares of Common Stock held by
each person who, to the knowledge of the Company, beneficially owns more than
5% of the outstanding shares of Common Stock, by each of the Company's
directors, nominees and executive officers and by all of the directors and
executive officers of the Company as a group. On March 17, 1997, the Company
repurchased 500,000 shares of Common Stock from members of the Melvin L.
Schottenstein family and trusts for their benefit. The purchase price for such
repurchase was equal to the closing price of the Company's Common Stock on the
New York Stock Exchange on March 14, 1997, the last business day prior to the
repurchase. Such repurchase is not reflected in the following table. Except as
set forth in the footnotes to the table, the shareholders have sole voting and
investment power over such shares.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER OF COMMON STOCK OF CLASS
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
Irving E. Schottenstein................. 529,300 (1) 6.01%
Melvin L. Schottenstein Marital
Trust I and II....................... 450,000 (2) 5.11%
Gary L. Schottenstein................... 563,800 (3) 6.41%
Robert H. Schottenstein................. 575,200 (4) 6.53%
Linda S. Fisher......................... 569,300 (5) 6.47%
Steven Schottenstein.................... 524,200 (6) 5.95%
Holly S. Kastan......................... 509,900 (7)(8) 5.79%
Eric J. Schottenstein................... 475,500 (8) 5.40%
Amy D. Schottenstein.................... 526,583 5.98%
Julie B. Saar........................... 527,500 (9) 5.99%
Kerrii B. Anderson...................... 9,200 (10) (11)
Friedrich K. M. Bohm.................... 5,000 (11)
Norman L. Traeger....................... 1,500 (11)
Lewis R. Smoot, Sr...................... 2,000 (11)
All directors, nominees and executive
officers as a group (10 persons)...... 4,708,383 53.40%
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109.......... 868,600 (12) 9.87%
-------------------------------------------------------------------------------------
</TABLE>
(1) Irving E. Schottenstein is the trustee of (i) the Irving and Frankie
Schottenstein Trust which holds 478,300 shares, and (ii) the Steven
Schottenstein Descendants Trust which holds 51,000 shares, and exercises
all rights with regard to such shares. Does not include an aggregate of
2,149,000 shares which are held in trust by Mr. Schottenstein, as trustee,
pursuant to trust agreements dated August 1986, as amended, for the
benefit of Mr. Schottenstein's four children: Robert H. Schottenstein
(550,000 shares), Steven Schottenstein (499,000 shares), Gary L.
Schottenstein (550,000 shares) and Linda S. Fisher (550,000 shares). As
trustee, Mr.
9
<PAGE> 13
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.
(2) Lenore S. Sagner, Holly S. Kastan and Eric J. Schottenstein are
co-trustees of the Melvin L. Schottenstein Marital Trust I and the Melvin
L. Schottenstein Marital Trust II and collectively exercise all rights
with regard to such shares. 428,013 of such shares are held in the Melvin
L. Schottenstein Marital Trust I and 21,987 shares are held in the Melvin
L. Schottenstein Marital Trust II.
(3) 550,000 of these shares are held in trust by Irving E. Schottenstein in
accordance with note 1 above. 2,800 of these shares are held by Gary L.
Schottenstein individually. 11,000 of these shares are held in trust by
Gary L. Schottenstein, as trustee, for the benefit of his children
pursuant to trust agreements dated December 22, 1994. As trustee, Gary L.
Schottenstein is empowered to exercise all rights with regard to such
shares and may be deemed the beneficial owner of such shares.
(4) 550,000 of these shares are held in trust by Irving E. Schottenstein in
accordance with note 1 above. 2,800 of these shares are held by Robert H.
Schottenstein individually. 16,500 of these shares are held in trust by
Robert H. Schottenstein, as trustee, for the benefit of his children
pursuant to trust agreements dated December 22, 1994. As trustee, Robert
H. Schottenstein is empowered to exercise all rights with regard to such
shares and may be deemed the beneficial owner of such shares. Includes
5,900 shares of Common Stock that underlie exercisable stock options.
(5) 550,000 of these shares are held in trust by Irving E. Schottenstein in
accordance with note 1 above. 2,800 of these shares are held by Linda S.
Fisher individually. 16,500 of these shares are held in trust by Mrs.
Fisher, as trustee, for the benefit of her children pursuant to trust
agreements dated December 22, 1994. As trustee, Mrs. Fisher is empowered
to exercise all rights with regard to such shares and may be deemed the
beneficial owner of such shares.
(6) 499,000 of these shares are held in trust by Irving E. Schottenstein in
accordance with note 1 above. 2,800 of these shares are held by Steven
Schottenstein individually. 16,500 of these shares are held in trust by
Steven Schottenstein, as trustee, for the benefit of his children pursuant
to trust agreements dated December 22, 1994. As trustee, Steven
Schottenstein is empowered to exercise all rights with regard to such
shares and may be deemed the beneficial owner of such shares. Includes
5,900 shares of Common Stock that underlie exercisable stock options.
(7) 399,900 of these shares are held in trust by Holly S. Kastan, as trustee.
70,000 of these shares are held in a trust for the benefit of Ms. Kastan's
children, the trustee of which is David J. Kastan, Mrs. Kastan's
brother-in-law. 40,000 of these shares are held by Mrs. Kastan's husband.
(8) Does not include 450,000 shares held collectively by the Melvin L.
Schottenstein Marital Trust I and the Melvin L. Schottenstein Marital
Trust II. See note 2 above.
(9) 458,768 of these shares are held in trust by Julie S. Saar, as trustee,
and 68,732 are held in a family trust of which Mrs. Saar's husband is
trustee.
(10) Includes 5,800 shares of Common Stock that underlie exercisable stock
options.
(11) Less than 1% of the outstanding shares.
(12) Based on information set forth in a Schedule 13G dated February 14, 1997,
which was filed on behalf of FMR Corp. and certain other Fidelity
entities.
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 is Ha Eshel #12, Apt. 32, Kfar Saba 441521 Israel. The address of Holly S.
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.
10
<PAGE> 14
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual compensation and other
compensation for each of the fiscal years ended December 31, 1996, 1995 and
1994 for the Company's Chief Executive Officer and for each other executive
officer of the Company (the "Named Executive Officers"):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------- -------------------
AWARDS PAYOUTS
------ -------
OTHER SECURITIES
ANNUAL UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) (#) ($) ($) (1) (2)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Irving E. Schottenstein 1996 585,406 843,993 (3) - - - 33,466
Chief Executive Officer 1995 575,000 544,101 (3)(4) - - - 58,388
1994 575,000 715,605 (3) - - - 36,890
Robert H. Schottenstein 1996 310,406 698,236 (3) - 4,500 - 4,438
President 1995 300,000 145,355 (3)(4) - 5,000 - 2,220
1994 292,239 140,000 (3) - 5,000 - 3,140
Steven Schottenstein 1996 310,406 698,236 (3) - 4,500 - 4,438
Senior Executive Vice 1995 300,000 145,355 (3)(4) - 5,000 - 2,220
President 1994 292,239 140,000 (3) - 5,000 - 3,140
Kerrii B. Anderson 1996 210,406 250,000 (3) - 4,000 50,638(5) 4,438
Senior Vice President, 1995 196,154 120,406 (3)(4) - 5,000 48,059(5) 2,220
Chief Financial Officer 1994 175,000 140,000 (3) - 5,000 45,257(5) 3,140
</TABLE>
(1) The amounts shown represent the individual's share of the Company's
discretionary contribution for 1996, 1995 and 1994, respectively, under
the Company's 401(k) plan, with the exception of Irving E. Schottenstein
for 1995, as detailed in footnote 2 below. In addition, such amounts for
the 1996 fiscal year for each of the Named Executive Officers other then
Irving E. Schottenstein include $1,623 of long-term disability plan
premiums.
(2) "All Other Compensation" for Irving E. Schottenstein for the 1995 and 1996
fiscal years includes his share of the Company's discretionary
contribution for 1995 and 1996 under the Company's 401(k) plan in the
amounts of $2,220 and $2,815, respectively, the term portion of the
premium for a split-dollar life insurance policy of $5,693 and $6,433,
respectively, and the non-term portion of the premium of $50,475 and
$24,218, respectively.
(3) Represents amounts accrued pursuant to bonus incentive plans approved by
the Compensation Committee of the Board, or with respect to the Chief
Executive Officer, the CEO Compensation Subcommittee of the Compensation
Committee.
(4) Includes a discretionary bonus of $10,406.
(5) Represents compensation pursuant to an executive deferred compensation
plan.
On August 9, 1994, the Company and Irving E. Schottenstein entered
into an employment agreement under which the Company agreed to purchase and
maintain a split-dollar life insurance policy
11
<PAGE> 15
for Mr. Schottenstein in an amount not less than $1.5 million. In the event Mr.
Schottenstein becomes disabled, he will receive disability payments from the
Company for a period of up to three years, in an annual amount equal to the
average of the salary and bonus earned by Mr. Schottenstein during the three
calendar years preceding his disability. In the event Mr. Schottenstein's
employment ends, he has agreed to serve as a consultant to the Company for a
period of two years for which he will be paid $500,000 per year.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth the nonqualified stock options granted
by the Board during the 1996 fiscal year to each of the Named Executive
Officers:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
POTENTIAL
REALIZABLE VALUE AT
ACCRUED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS (1) FOR OPTION TERM
----------------------------------------------------- -----------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION
GRANTED FISCAL YEAR PRICE DATE 5% 10%
NAME (#) (%) ($/SH) ($) ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Irving E. Schottenstein (2) - - - - -
Robert H. Schottenstein 4,500 7.4 10.875 4/29/06 30,777 77,994
Steven Schottenstein 4,500 7.4 10.875 4/29/06 30,777 77,994
Kerrii B. Anderson 4,000 6.6 10.875 4/29/06 27,357 69,328
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The nonqualified stock options granted by the Board are scheduled to vest
at a rate of 20% per year over the first five years and to lapse after ten
years unless sooner exercised or forfeited. All stock options were granted
at the closing market price on the date of grant.
(2) Irving E. Schottenstein is not eligible to receive stock options.
12
<PAGE> 16
FISCAL YEAR END OPTION VALUES
The following table sets forth information with respect to unexercised
options held as of the end of the 1996 fiscal year by each of the Named
Executive Officers.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END AT FISCAL YEAR END
(#) (1) ($)
------------------------------ --------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------------ --------------------------------
<S> <C> <C> <C> <C>
Irving E. Schottenstein (2) - - -
Robert H. Schottenstein 5,900 8,600 $7,750 $11,625
Steven Schottenstein 5,900 8,600 $7,750 $11,625
Kerrii B. Anderson 5,800 8,200 $7,750 $11,625
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The nonqualified stock options granted by the Board are scheduled to vest
at a rate of 20% per year over the first five years and to lapse after ten
years unless sooner exercised or forfeited.
(2) Irving E. Schottenstein is not eligible to receive stock options.
COMPENSATION OF DIRECTORS
John B. Gerlach (deceased), Lewis R. Smoot, Sr. and Friedrich K. M.
Bohm, the independent directors on the Board, were paid a fee of $4,000 per
quarter during 1996, plus an additional $1,000 for attending a special meeting
of the Board.
Eric J. Schottenstein resigned his positions with the Company in
December 1993. Mr. Schottenstein agreed to serve as a consultant to the Company
for a period of three years, for which he was paid $191,582 with respect to the
1996 fiscal year. This consulting arrangement was terminated during 1996.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee with respect to the 1996 fiscal year was
comprised of five members: John B. Gerlach (Chairman) (deceased), Lewis R.
Smoot, Sr., Friedrich K. M. Bohm, Irving E. Schottenstein and Lenore G.
Schottenstein. Irving E. Schottenstein is the Chief Executive Officer of the
Company and Lenore G. Schottenstein is the Director of Community Relations for
the Company.
NBBJ, an architectural firm for which Friedrich K. M. Bohm is the
Managing Partner and Chief Executive Officer, provided certain interior design
services for the Company. The services rendered by NBBJ involved the design of
tenant improvements in a building occupied by the Company that is owned and
operated by a limited liability company in which the Company has a minority
equity interest. In addition, NBBJ provided certain land-planning services in
connection with the design and layout of certain of the Company's subdivisions.
NBBJ's fee for all of its services during the 1996 fiscal year was
13
<PAGE> 17
approximately $281,000. The Company believes that the terms of the arrangements
with NBBJ are no less favorable than those reasonably available from
competitive firms.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in the Company's
previous filings under the Securities Act or the Exchange Act that might
incorporate future filings, including this Proxy statement, in whole or in
part, this Report and the graph set forth below under "Election of Directors -
Performance Graph" shall not be incorporated by reference into any such
filings.
General. The Compensation Committee's overall compensation policy
applicable to the Company's executive officers is to provide a compensation
program that is intended to attract and retain qualified executives for the
Company and to provide them with incentives to achieve Company goals and
increase shareholder value. The Compensation Committee implements this policy
through establishing salaries, bonuses and stock options. The Compensation
Committee's current policy is not to provide pension or other retirement plans
for the Company's executive officers other than the 401(k) Plan.
In 1996, the Company reviewed its policy with respect to the executive
officers of the Company. Upon such review, the Company determined that the
Company's executive officers currently consist solely of the Chief Executive
Officer, the President, the Senior Executive Vice President and the Chief
Financial Officer.
Base Salary. The base salary for the Company's executive officers is
intended to be set at levels slightly higher than is generally paid for
comparable positions by publicly-held, regional and national homebuilders in
the Company's Peer Group (see "Performance Graph"). The salary levels are
slightly higher because of the Compensation Committee's belief that the
Company's executive officers have greater responsibilities and receive lower
fringe benefits compared to similar positions with the homebuilders in the
Company's Peer Group.
The Compensation Committee adopted a new bonus program for its
President and Senior Executive Vice President in 1996. The performance bonus
that can be earned by such executive officers is based on two factors. The
first factor is that if the Company earns a specified level of income before
income taxes (the "Triggering Level"), such executive officers receive a
percentage of the earnings that exceed the Triggering Level. Such percentages
increase on a graduated basis for each $1 million increment in excess of the
Triggering Level. The second factor is that if the Company's income before
income taxes is a specified percentage of Budgeted Net Income and the Company
achieves a specified customer satisfaction rating as measured by a customer
survey conducted by the Company, such executive officers receive an additional
percentage of their base salary as a bonus. This percentage increases as the
level of customer satisfaction increases and is capped at 25% of their base
salary. The total amount that can be earned under the bonus program by such
executive officers has been capped at three times their annual base salary.
The Compensation Committee also adopted a new bonus program for the
Chief Financial Officer in 1996. The Chief Financial Officer's performance
bonus is predicated upon the Company earning income before income taxes in
excess of the Triggering Level. If the Company earns income before income taxes
in excess of the Triggering Level, the Chief Financial Officer earns an
increasing percentage of her annual base salary as a bonus. The total amount
that can be earned by the Chief Financial Officer under her bonus program has
been capped at 125% of her annual base salary.
14
<PAGE> 18
Stock Options. It is the Company's intent to award stock options to
the Company's executive officers in amounts reflecting the participant's
position and ability to influence the Company's overall performance. Options
are intended to retain and motivate executive officers to improve long-term
stock market performance. The Chief Executive Officer is not eligible to
receive stock options. During 1996, the Compensation Committee approved the
award of nonqualified stock options ("NQSOs") for the purchase of a total of
12,500 shares of Common Stock at $10.875 per share to the Named Executive
Officers (see "-- Option Grants in Last Fiscal Year"). The NQSOs are scheduled
to vest at a rate of 20% per year over the first five years and to lapse after
ten years unless sooner exercised or forfeited.
Chief Executive Officer Compensation. The Chief Executive Officer's
compensation is determined by a CEO Compensation Subcommittee of the
Compensation Committee. The Chief Executive Officer's base salary for 1996 was
intended to be set at a level slightly higher than paid for chief executive
officers of publicly-held, national homebuilders. The level of his base salary
is based upon the Subcommittee's belief that the Chief Executive Officer
receives lower fringe benefits compared with the chief executive officers of
other publicly-held, national homebuilders and is not eligible to receive stock
options.
The bonus for the Chief Executive Officer for 1996 was determined
pursuant to the amended Performance-Based Bonus Plan which was approved by the
Company's shareholders at the 1995 annual meeting. The amended
Performance-Based Bonus Plan uses two factors to determine his bonus. The first
factor is that if the Company earns income before income taxes in excess of the
Triggering Level, the Chief Executive Officer receives a percentage of the
earnings that exceed the Triggering Level. The Chief Executive Officer's
percentage for each $1 million increment in excess of the Triggering Level
varies, but is not a steadily rising or steadily falling percentage.
The second factor is that if the Company's income before income taxes
exceeds a specified percentage of Budgeted Net Income and the Company achieves
in excess of a specified customer satisfaction rating, as measured by a
customer survey conducted by the Company, the Chief Executive Officer receives
an additional bonus based on a percentage of the Chief Executive Officer's base
salary. This percentage increases as the level of customer satisfaction
increases and is capped at 25% of his base salary. The total bonus that may be
earned by the Chief Executive Officer under the Performance-Based Bonus Plan
was capped at four times his annual base salary.
15
<PAGE> 19
Section 162(m) Compliance. Section 162(m) of the Internal Revenue Code
of 1986, as amended, places certain restrictions on the amount of compensation
in excess of $1,000,000 which may be deducted for each executive officer. The
Company proposed the Performance-Based Bonus Plan for approval by the
shareholders and constituted the Chief Executive Officer Subcommittee of the
Compensation Committee to comply with Section 162(m). The Company believes that
all compensation to executive officers in excess of $1,000,000 will be fully
deductible with respect to the 1996 tax year of the Company.
COMPENSATION COMMITTEE:
John B. Gerlach, Chairman (deceased)
Lewis R. Smoot, Sr.
Friedrich K. M. Bohm
Irving E. Schottenstein
Lenore S. Sagner
Norman L. Traeger (as of February 25, 1997)
CHIEF EXECUTIVE OFFICER SUBCOMMITTEE:
John B. Gerlach, Chairman (deceased)
Lewis R. Smoot, Jr.
Holly S. Kastan
Norman L. Traeger (as of February 25, 1997)
PERFORMANCE GRAPH
This chart graphs the Company's performance in the form of cumulative
total return to shareholders from November 3, 1993 (the date the Company
completed its initial public offering) until December 31, 1996 in comparison to
Standard and Poor's 500 and the cumulative return on the common stock of seven
publicly traded peer issuers, including several of the Company's principal
competitors (the "Peer Group"). The Peer Group includes Continental Homes
Holding Corporation; D.R. Horton, Inc.; Hovnanian Enterprises, Inc.; Kaufman
and Broad Home Corporation; Lennar Corporation; Toll Brothers, Inc. and
Washington Homes, Inc.
16
<PAGE> 20
COMPARISON OF CUMULATIVE TOTAL RETURN
NOVEMBER 3, 1993 TO DECEMBER 31, 1996
<TABLE>
<CAPTION>
---------------------------------------------------------------------
11/3/93 12/31/93 12/31/94 12/31/95 12/31/96
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
M/I Schottenstein Homes, Inc. 100 126.96 48.70 81.74 76.52
-------------------------------------------------------------------------------------------------------------
S&P 500 Index 100 101.41 102.75 141.35 173.82
-------------------------------------------------------------------------------------------------------------
Peer Group 100 114.11 64.36 108.71 104.01
-------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Assumes that the value of the common stock of the Company and the indices
was 100 on November 3, 1993 and that all dividends were reinvested.
17
<PAGE> 21
SELECTION OF AUDITORS
The Board will select the Company's independent auditors for 1997 based
upon the recommendation of the Audit Committee which is anticipated to be made
in May 1997. Deloitte & Touche LLP were the independent auditors for 1996. A
representative of Deloitte & Touche LLP will be present at the Annual Meeting,
will have an opportunity to make a statement, if he or she so desires, and will
be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any proposals of shareholders which are intended to be presented at the
next annual meeting of shareholders must be received by the Company at its
principal executive offices by December 3, 1997. Such proposals may be included
in next year's proxy statement if they comply with certain rules and
regulations promulgated by the Securities and Exchange Commission.
EXPENSES OF SOLICITATION
The entire expense of preparing, assembling, printing and mailing the
proxy form and the form of material used in the solicitation of proxies will be
paid by the Company. The Company does not expect to pay any compensation for
the solicitation of proxies.
OTHER MATTERS
The Board knows of no other matters to be presented at the Annual
Meeting. If any other matter is properly brought before the Annual Meeting, it
is the intention of the persons named in the proxy to vote in their discretion
upon such matters in accordance with their judgment.
You are urged to sign, date and return the enclosed proxy in the
envelope provided. No postage is required if the envelope is mailed from within
the United States. If you subsequently decide to attend the Annual Meeting and
wish to vote your shares in person, you may do so. Your cooperation in giving
this matter your prompt attention is appreciated.
By Order of the Board of Directors,
/s/ PAUL S. COPPEL
-----------------------
Paul S. Coppel,
Secretary
18
<PAGE> 22
DETACH HERE
PROXY M/I SCHOTTENSTEIN HOMES, INC.
3 EASTON OVAL, COLUMBUS, OHIO 43219
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS, MAY 7, 1997
The undersigned hereby appoints Irving E. Schottenstein and Paul S.
Coppel and each of them, proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders to be held on May 7,
1997, or any adjournment thereof, and to vote all shares of Common Stock of M/I
Schottenstein Homes, Inc. which the undersigned is entitled to vote at such
Annual Meeting or at any adjournment thereof as set forth below:
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTIVE IS MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NAMED NOMINEES
FOR DIRECTORS. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENT THEREOF, OR IF A NOMINEE FOR ELECTION AS A DIRECTOR
NAMED IN THE PROXY STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT
SERVE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF
THE PROXIES ON SUCH MATTERS OR FOR SUCH SUBSTITUTE NOMINEE(S) AS THE DIRECTORS
MAY RECOMMEND.
The undersigned hereby acknowledges receipt of the Notice of the Annual
Meeting of Shareholders, dated April 1, 1997, the Proxy Statement furnished
therewith, and the Annual Report of the Company for the fiscal year ended
December 31, 1996. Any proxy heretofore given to vote the Common Stock which the
undersigned is entitled to vote at the Annual Meeting of Shareholders is hereby
revoked.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
IN THE ENCLOSED ENVELOPE.
(SEE REVERSE SIDE)
<PAGE> 23
DETACH HERE
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE.
M/I SCHOTTENSTEIN HOMES, INC.
<TABLE>
<CAPTION>
<S> <C>
1. To elect the nominees named below as
directors. [ ] MARK HERE FOR
NOMINEES: Steven Schottenstein, Lewis ADDRESS CHANGE AND
R. Smoot, Sr., Holly S. Kastan NOTE AT LEFT
FOR WITHHOLD
[ ] [ ]
Dated: ________________,
[ ] ___________________________ Signature:___________________________________
FOR ALL (Except Nominee(s)
written above) _____________________________________________
Please sign exactly as your name or names
appear hereon. Joint owners should each
sign. Executors, administrators, trustees,
guardians, and others should give their
full title. Corporations and partnerships
should sign in their full name by president
or other authorized person.
</TABLE>
