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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
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:
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<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</TABLE>
Asset Investors Corporation
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(Name of Registrant as Specified In Its Charter)
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(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[ASSET INVESTORS CORPORATION LETTERHEAD]
IMPORTANT REMINDER
July 13, 2000
Dear Asset Investors Corporation Stockholder:
The Special Meeting of Stockholders of Asset Investors Corporation is
scheduled for August 1, 2000. THIS LETTER IS TO REMIND YOU THAT YOUR VOTE IS
IMPORTANT TO US NO MATTER HOW MANY SHARES YOU OWN.
At the Special Meeting we are seeking your vote to approve the merger of
Commercial Assets, Inc. and Asset Investors Corporation, with Asset Investors
being the surviving corporation. In addition to the merger, we are seeking your
approval to change our name after the merger to American Land Lease, Inc. and to
approve the adoption of new ownership limits.
Under the terms of the merger agreement, Commercial Assets stockholders
will be entitled to receive either .4075 shares of Asset Investors common stock
or $5.75 in cash for each one share of Commercial Assets. However, the aggregate
amount of cash to be paid to Commercial Assets' stockholders is limited to
$20,411,741.00. If Commercial Assets' stockholders elect to receive more than
this amount in the aggregate, the offer will be prorated and stockholders will
receive part cash and part Asset Investors common stock.
As detailed in the joint proxy statement/prospectus previously mailed to
you, Asset Investors and Commercial Assets believe the merger will be beneficial
to both companies because:
o It will result in a larger Real Estate Investment Trust with a higher
market capitalization that is closely focused on the ownership, acquisition
and development of manufactured home communities;
o The combined company's investment portfolio would be broadened as a result
of the combination;
o It will result in the elimination of duplicative expenses of approximately
$400,000 per year; and
o It will eliminate the conflict of interest inherent in Asset Investors'
role as Commercial Assets' manager.
FOR REASONS OUTLINED IN THE JOINT PROXY STATEMENT/PROSPECTUS YOUR BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR ALL PROPOSALS.
TO DATE, YOUR PROXY HAS NOT BEEN RECEIVED. We encourage you to read
carefully the joint proxy statement/prospectus previously mailed to you and to
vote promptly using the enclosed duplicate proxy form. You may also vote by
telephone or over the Internet. Simply follow the instructions included with
this letter.
-more-
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REMEMBER, A FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE
MERGER SINCE THIS PROPOSAL REQUIRES THE APPROVAL OF A MAJORITY OF THE
OUTSTANDING SHARES.
If you need another copy of the joint proxy statement/prospectus or have
any questions, please call our proxy solicitor, MacKenzie Partners, Inc. toll
free at (800) 322-2885 or collect at (212) 929-5500.
We appreciate your prompt attention to voting your shares and thank you for
your continued interest in your Company.
Sincerely,
/s/ TERRY CONSIDINE
Terry Considine
Chairman and Chief Executive Officer
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INSTRUCTIONS FOR VOTING BY TELEPHONE
* Using a touch-tone phone, call the 800 telephone number located in the
upper left of the enclosed proxy.
* Use your 12-digit control number, which is located above Proposal 1 to
access the voting menu.
* Follow the recorded instructions
INSTRUCTIONS FOR VOTING VIA THE INTERNET
* Contact www.PROXYVOTE.com.
* Use your 12-digit control number, which is located above Proposal 1 to
access the voting screen.
If you have any questions, or need assistance in voting your shares,
please contact our proxy solicitor, MacKenzie Partners, Inc. at
(800) 322 - 2885 (toll-free) or (212) 929 - 5500 (call collect).
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