SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant
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-11(c) or Rule 14a-12 |_|
AMERICAN LAND LEASE, INC.
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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):
No fee required. |X|
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:
[ANL LETTERHEAD]
November 28, 2000
To Our Stockholders:
You are cordially invited to the 2000 Annual Meeting of Stockholders
of American Land Lease, Inc., a Delaware corporation, to be held at 2000 S.
Colorado Blvd., 10th Floor, Denver, Colorado on Wednesday, December 20,
2000, at 1:00 p.m., local time.
The formal notice of the annual meeting and a proxy statement
describing the matters to be acted upon at the annual meeting are contained
in the following pages.
Enclosed is a proxy that enables you to vote your shares on the
matters to be considered at the annual meeting even if you are unable to
attend the annual meeting. Please mark the proxy to indicate your vote,
date and sign the proxy and return it in the enclosed postage-paid envelope
as soon as possible for receipt prior to the annual meeting. Stockholders
also are entitled to vote on any other matter that properly comes before
the annual meeting.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, PLEASE BE SURE YOU ARE
REPRESENTED AT THE ANNUAL MEETING BY ATTENDING IN PERSON OR BY RETURNING
YOUR PROXY AS SOON AS POSSIBLE. EVEN IF YOU PLAN TO ATTEND IN PERSON,
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD.
SINCERELY,
/s/ Terry Considine
TERRY CONSIDINE
Chairman of the Board and
Chief Executive Officer
AMERICAN LAND LEASE, INC.
2637 MCCORMICK DRIVE
CLEARWATER, FLORIDA 33759
(727) 726-8868
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
The 2000 Annual Meeting of Stockholders of American Land Lease, Inc.,
a Delaware corporation (the "Company"), will be held at 2000 S. Colorado
Blvd., 10th Floor, Denver, Colorado, on Wednesday, December 20, 2000, at
1:00 p.m., local time, to consider and act upon the following matters:
1. the election of Todd Sheets as a Class I Director, to serve until
the 2003 annual meeting of stockholders and until his successor is elected
and qualified;
2. a proposal to amend the Company's certificate of incorporation to
reduce the total number of authorized shares of capital stock of the
Company; and
3. such other business as properly may come before the annual meeting
and any adjournments or postponements thereof.
Only stockholders of record at the close of business on November 17,
2000, the record date for the annual meeting, will be entitled to notice of
and to vote at the annual meeting.
The Board of Directors of the Company desires to have maximum
representation at the annual meeting and requests that you mark, date, sign
and timely return the enclosed proxy to the transfer agent, Wells Fargo
Shareowner Services, at the address listed on the enclosed proxy in the
postage-paid envelope provided whether or not you expect to attend the
annual meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Robert G. Blatz
Robert G. Blatz
Secretary
November 28, 2000
AMERICAN LAND LEASE, INC.
2637 MCCORMICK DRIVE
CLEARWATER, FLORIDA 33759
(727) 726-8868
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 20, 2000
To Our Stockholders:
This proxy statement is furnished to the holders of the common stock
of American Land Lease, Inc., a Delaware corporation (the "Company"), in
connection with the solicitation by the Board of Directors of the Company
of proxies for use at the 2000 Annual Meeting of Stockholders of the
Company, to be held at 2000 S. Colorado Blvd., 10th Floor, Denver,
Colorado, on Wednesday, December 20, 2000, at 1:00 p.m., local time, and at
any adjournments or postponements thereof. The annual meeting is being held
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. The proxy materials, including this proxy statement, the
accompanying proxy card and the Notice of Annual Meeting, are first being
mailed to stockholders beginning on or about November 28, 2000. At the
annual meeting, the holders of the Company's common stock will be asked to
consider and vote upon the following proposals: (1) the election of Todd
Sheets as a Class I Director, to serve until the annual meeting of
stockholders in 2003 and until his successor is elected and qualified; and
(2) an amendment to the Company's certificate of incorporation to reduce
the total number of authorized shares of capital stock of the Company.
GENERAL INFORMATION
In this proxy statement, the words "the Company," "we," "our" and
"us" refer to American Land Lease, Inc., a Delaware corporation and, as the
context requires, its subsidiary entities.
SOLICITATION
The enclosed proxy is being solicited by the Company. In addition to
solicitations by mail, solicitations may be made by personal interview,
telephone and telegram by our directors and officers. No additional
compensation will be paid to our directors and officers for the
solicitation of proxies. We will employ MacKenzie Partners, Inc. to assist
us in the solicitation of proxies. We expect to incur a fee of
approximately $6,000, plus reimbursement of out-of-pocket expenses for this
service. All costs of the solicitation will be paid solely by the Company.
We will reimburse banks, brokers and others holding shares in their names
or the names of nominees or otherwise for reasonable out-of-pocket expenses
incurred in sending proxies and proxy materials to the beneficial owners of
such shares.
VOTING RIGHTS AND VOTES REQUIRED
Holders of record of shares of the Company's common stock at the
close of business on November 17, 2000, the record date for the annual
meeting, are entitled to notice of, and to vote at, the annual meeting. On
the record date, 8,478,645 shares of the Company's common stock were
outstanding. The presence, in person or by proxy, of holders of a majority
of the shares of the Company's common stock entitled to vote at the annual
meeting constitutes a quorum for the transaction of business at the annual
meeting. Shares represented by proxies that reflect abstentions or "broker
non-votes" (i.e., shares held by a broker or nominee which are represented
at the annual meeting, but with respect to which such broker or nominee is
not empowered to vote on a particular proposal) will be counted as shares
that are present and entitled to vote for purposes of determining the
presence of a quorum.
Each share of the Company's common stock outstanding on the record
date is entitled to one vote on each matter presented at the annual
meeting. If you are voting by proxy, for your vote to be counted, your
properly completed proxy must be received by the secretary of the Company
prior to the time the vote is taken at the annual meeting. If your shares
are held by your broker or other nominee in "street name," your broker will
vote your shares only if you provide instructions as to how to vote your
shares. You should follow the directions provided by your broker regarding
how to instruct your broker to vote your shares. Without instructions, your
shares may not be voted by that broker.
The affirmative vote of a plurality of all of the votes cast at the
annual meeting for the election of directors (assuming a quorum is present)
is necessary for the election of a director. For purposes of the election
of directors, abstentions or "broker non-votes" will not be counted as
votes cast and will have no effect on the result of the vote, although they
will count toward the presence of a quorum.
The affirmative vote of a majority of the votes entitled to be cast
by outstanding shares of voting stock of the Company is required to approve
the proposal to amend the Company's certificate of incorporation to reduce
the number of authorized shares of capital stock. For purposes of approval
of the amendment proposal, abstentions or "broker non-votes" will have the
same effect as votes against the amendment proposal.
The directors and officers of the Company, collectively holding 583,128
shares of the Company's common stock, have indicated that they will vote in
favor of the election of Mr. Sheets and the amendment of the Company's
certificate of incorporation.
VOTING OF PROXIES
Shares of the Company's common stock represented by all properly
executed proxies received prior to the vote at the annual meeting will be
voted as specified in the proxy. Unless contrary instructions are indicated
on the proxy, the shares of the Company's common stock represented by such
proxy will be voted "FOR" the election of Mr. Sheets as a director of the
Company and "FOR" approval of the amendment of the Company's certificate of
incorporation to reduce the number of authorized shares of capital stock.
We currently know of no other business to be brought before the annual
meeting other than as described herein. If any other matters are presented
properly to the stockholders for action at the annual meeting and any
adjournments or postponements thereof, the proxy holders named in the
enclosed proxy intend to vote in their discretion on all matters on which
the shares of the Company's common stock represented by such proxy are
entitled to vote.
REVOCABILITY OF PROXY
You can change your vote at any time before the vote is taken at the
annual meeting. You can do this in one of three ways. First, you can send a
written notice dated later than your proxy card stating that you would like
to revoke your current proxy. Second, you can complete and submit a new
proxy card dated later than your original proxy card. If you choose either
of these two methods, you must submit your notice of revocation or your new
proxy card to the secretary of the Company. The secretary of the Company
must receive the notice or new proxy card before the vote is taken at the
annual meeting. Third, you can attend the annual meeting and vote in
person. Simply attending the stockholder meeting, however, will not revoke
your proxy. If you have instructed a broker to vote your shares, you must
follow the directions received from your broker as to how to change your
vote.
ANNUAL REPORT; QUARTERLY REPORT
Our 1999 Annual Report to Stockholders, including a copy of our 1999
Annual Report on Form 10-K (the "Annual Report"), was mailed to
stockholders in March 2000. The Annual Report contains financial statements
for the Company for the year ended December 31, 1999, but does not contain
any financial or other information about the Company subsequent to our
merger with Commercial Assets, Inc. ("Commercial Assets") in August 2000. A
copy of the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000 (the "Quarterly Report") was filed with the Securities
Exchange Commission on November 14, 2000. The Quarterly Report includes
financial information for the nine months ended September 30, 1999 and
September 30, 2000, respectively, for the Company, taking into effect the
merger of the Company with Commercial Assets in August 2000.
Copies of the Annual Report and the Quarterly Report will be
furnished, without exhibits, without charge to any person requesting a copy
thereof in writing. Requests and inquiries should be addressed to Robert
Blatz, 2637 McCormick Drive, Clearwater, Florida 33759.
PROPOSAL 1: ELECTION OF DIRECTORS
Our current charter and bylaws provide for three classes of directors
with staggered terms of office. Nominees for each class serve for terms of
three years and until the election and qualification of their successors or
until their earlier resignation, death, disqualification or removal from
office. Vacancies on the Board of Directors may be filled by a majority of
the Board of Directors; provided, however, that if a majority of the Board
of Directors shall be Independent Directors, the Independent Directors must
nominate the replacements for vacancies among the Independent Directors.
Each director elected by the Board of Directors to fill a vacancy shall
hold office until the next annual meeting of the stockholders, at which
time the stockholders shall elect a director to serve the remaining term of
the class into which such director is elected.
The Board of Directors currently consists of five members, including
one Class I Director, elected by the Board of Directors in November 2000 to
serve until the annual meeting of stockholders in 2000, two Class II
Directors whose terms expire at the annual meeting of stockholders in 2001
and two Class III Directors whose terms expire at the annual meeting of
stockholders in 2002. Four individuals, Elliot H. Kline, Tim Schultz,
Richard L. Robinson and William J. White, resigned as directors of the
Company effective as of November 10, 2000. Upon receipt of these
resignations, the Board of Directors approved the amendment of the
Company's Bylaws to reduce the number of directors of the Company from
eight to five. The Board of Directors has nominated Mr. Todd Sheets for
election as a Class I Director to serve for a term of three years and until
the election and qualification of his successor. Mr. Sheets has advised the
Board of Directors that he is able and willing to serve as a director.
The Company's Bylaws require the number of "Independent Directors" to
be not less than four if the number of directors is eight or greater; not
less than three if the number of directors is six or seven; and not less
than two if the number of directors is less than six. An Independent
Director is defined in the Company's Bylaws as a person "who is not
affiliated, directly or indirectly, with the person or entity responsible
for directing or performing the day-to-day business affairs of the
corporation (the advisor), including a person or entity to which the
advisor subcontracts substantially all of such functions, whether by
ownership of, ownership interest in, employment by, any material business
or professional relationship with, or by serving as an officer or director
of, the advisor or an affiliated business entity of the advisor." Our
Independent Directors are Todd Sheets, Bruce D. Benson and Thomas L.
Rhodes.
At the annual meeting, one Class I Director will be elected to a term
expiring at the 2003 annual meeting of stockholders. Unless otherwise
specified, the enclosed proxy will be voted "FOR" the election of the Board
of Directors' nominee, Todd Sheets, as a Class I Director of the Company.
Neither management nor the Board of Directors of the Company knows of any
reason why Mr. Sheets would be unavailable to serve as a director.
Discretionary authority may be exercised by the proxy holders named in the
enclosed proxy to vote for a nominee proposed by the Board of Directors if
Mr. Sheets becomes unavailable for election.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF MR.
SHEETS AS A DIRECTOR OF THE COMPANY.
PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
REDUCE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK OF
THE COMPANY
The Company's certificate of incorporation presently authorizes the
issuance of 50,000,000 shares of capital stock: 35,000,000 shares of common
stock and 15,000,000 shares of preferred stock.
The Company must pay annual franchise taxes to the State of Delaware
based, in part, on its number of authorized shares of capital stock. As the
Company does not currently anticipate a need to have authorized more than
4,000,000 shares of capital stock for issuance in the future, the Board of
Directors has determined that it is in the best interests of the Company
and its stockholders to amend the Company's certificate of incorporation to
reduce the number of authorized shares of capital stock and preferred stock
so that there are 13,000,000 shares of total authorized capital stock:
12,000,000 shares of common stock and 1,000,000 shares of preferred stock.
The text of the proposed amendment to the certificate of
incorporation is attached to this Proxy Statement as Annex A.
The affirmative vote of a majority of the outstanding shares of
common stock is necessary to adopt the amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE
PROPOSAL TO REDUCE THE AUTHORIZED SHARES OF CAPITAL STOCK OF THE COMPANY.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Certain information with respect to our nominees for election as
director, our continuing directors and our executive officers, as of
November 20, 2000, appears below and was furnished in part by each such
person.
Each of our executive officers serves for a term of one year and
until his or her successor is elected and qualified or until his or her
earlier resignation or removal by the Board of Directors. There are no
family relationships among any of our directors and executive officers.
<TABLE>
<CAPTION>
Age First Elected Position(s) Held with the Company
--- ------------- ---------------------------------
<S> <C> <C> <C>
Terry Considine 52 September 1996 Chairman of the Board of Directors (Class II)
and Chief Executive Officer
Thomas L. Rhodes 60 September 1996 Vice Chairman of the Board of Directors (Class III)
Bruce E. Moore 57 February 1998 Director (Class III), President and Acting Chief
Financial Officer
Bruce D. Benson 61 October 1996 Independent Director (Class II)
Robert G. Blatz 38 February 1999 Chief Operating Officer and Secretary
Joseph W. Gaynor 54 January 2000 Vice President - Development
Todd Sheets 42 November 2000 Independent Director (Class I) and Chairman of the
Audit and Compensation Committees
Shannon Smith 36 October 2000 Chief Accounting Officer and Treasurer
</TABLE>
Terry Considine has been chairman of the board of directors and chief
executive officer of the Company since April 1998. From September 1996 to
April 1998, Mr. Considine served as co-chairman of the board of directors
and co-chief executive officer of the Company. He is the sole owner of
Considine Investment Co. and has since July 1994 been the chairman of the
board of directors and chief executive officer of Apartment Investment and
Management Company ("AIMCO").
Thomas L. Rhodes has been vice chairman of the board of directors of
the Company since April 1998. From September 1996 to April 1998, Mr. Rhodes
served as co-chairman of the board of directors and co-chief executive
officer of the Company. Mr. Rhodes has been president of National Review
magazine since 1992, where he has also served as a director since 1988.
Prior to joining National Review as president, Mr. Rhodes held several
positions at Goldman, Sachs & Co. He joined Goldman Sachs in 1974 and
subsequently served as: vice president (1977-1982), vice chairman, Goldman
Sachs Limited, London, England (1982-1985), and partner (1986-1992). Mr.
Rhodes has served as a director of AIMCO since July 1994, the Lynde and
Harry Bradley Foundation, Delphi Financial Group, Inc. and its
subsidiaries, First Reliance Standard Life Insurance Company, Reliance
Standard Life Insurance Company, and Reliance Standard Life Insurance
Company of Texas since 1995, and Delphi International Ltd. and Oracle
Reinsurance Ltd., since 1997.
Bruce E. Moore was appointed president of the Company in February
1998. He is also currently serving as acting chief financial officer of the
Company and served as acting secretary and treasurer of the Company from
October to November 2000. Mr. Moore served as chief operating officer from
February 1998 to November 2000. Mr. Moore is the founder and was the chief
executive officer of Brandywine Financial Services Corporation and its
affiliates, or "Brandywine", a private real estate firm specializing in
various aspects of the real estate industry, including asset management,
consulting, development, property management, brokerage and capital
formation. He is a certified public accountant, holds a Masters in
Accounting and a Bachelor of Science in Economics from the Wharton School
of the University of Pennsylvania. Mr. Moore is a director and past
president of the Media Youth Center, and a past advisory-board member for
the Department of Recreation and Intercollegiate Athletics for the
University of Pennsylvania and is a director of The CARE Foundation
(Concerned Americans for Responsible Education). In addition, Mr. Moore is
a member of the National Association of Real Estate Investment Trusts and
the International Council of Shopping Centers.
Bruce D. Benson has served as a director of the Company since October
1996 and previously served as a director of the Company from February 1992
through November 1993. For the past 32 years, he has been president and
owner of Benson Mineral Group, Inc., a domestic oil and gas production
company located in Denver, Colorado. He is also chairman, chief executive
officer and president of United States Exploration, Inc., an oil and gas
exploration company listed on the American Stock Exchange. He serves on
numerous boards of trustees and boards of directors, including: chairman,
Denver Zoological Foundation; past chairman and past president, Boy Scouts
of America, Denver Area Council; trustee and past president of the board of
trustees, Berkshire School, Sheffield, Massachusetts and trustee of
Colorado Uplift. He is also a past president and past trustee, Smith
College, Northampton, Massachusetts; past chairman, Colorado Commission on
Higher Education; and past member, board of directors, University of
Colorado Foundation; and chairman of the Total Learning Environmental
Capital Campaign of the University of Colorado. In 1994, he was the
Republican nominee for the Governor of Colorado.
Robert G. Blatz was appointed our chief operating officer and secretary
in November 2000. He functioned as the Company's executive vice president
from February 1999 to November 2000, having been appointed to that position
in September 1999. From June 1998 until joining the Company, he served as a
senior associate for Coopers & Lybrand (predecessor to
PricewaterhouseCoopers) as a consultant for management and financial
systems. From May 1993 to June 1998, he was with the Heritage Foundation, a
public policy organization, most recently as its vice president and chief
financial officer. From May 1983 to May 1993, he served as an officer in
the United States Army, in a variety of positions and assignments. Mr.
Blatz received a BS from the United States Military Academy and an MBA from
The George Washington University.
Joseph W. Gaynor joined the Company as vice president of development
in January 2000. From January 1986 through December 1999, Mr. Gaynor served
as general counsel to Brandywine Corporation and its affiliates, a private
real estate firm specializing in various aspects of the real estate
industry, including development and property management of retail centers
and manufactured home communities. In 1995, Mr. Gaynor became president of
an affiliate of Brandywine in charge of new development. In May 1997, Mr.
Gaynor became president of Community Acquisition and Development
Corporation, the managing member of several limited liability companies
which owned, leased and operated manufactured home communities in which the
Company and Commercial Assets had interests. Prior to 1995, Mr. Gaynor was
senior partner in the law firm of Gaynor, Decker & Young, P.A. and
specialized in the development of retail shopping centers, hotels, marinas
and manufactured home communities. Mr. Gaynor received his B.S. with honors
from Rutgers University, earned his J.D. from Stetson University College of
Law and was admitted to the Florida Bar in 1971. He is past chairman of St.
Petersburg Downtown Redevelopment Committee and Port Authority, a past
chairman of the board of Operation PAR, Inc. (Parental Awareness and
Responsibility), a past chairman of the Tampa Bay Area Partnership for a
Drug Free Florida, and a past chairman of the Pinellas Partnership for a
Drug-Free Workplace.
Todd Sheets has served as a director of the Company since November 2000.
Since May 2000, Mr. Sheets has served as Managing Director of Pinehill
Capital Partners, Inc., an investment management firm which Mr. Sheets
co-founded and which manages over $50 million of capital invested primarily
in public companies. From 1985 to May 2000, Mr. Sheets was employed in the
investment banking division of Raymond James & Associates, Inc., most
recently as a Managing Director in charge of the firm's real estate
investment banking activities. During his tenure at Raymond James, Mr.
Sheets was responsible for over $8 billion in transactions including public
equity offerings, private equity financings, and mergers and acquisitions.
Shannon Smith has served as the chief accounting officer and treasurer
of the Company since October 2000. From March 1997 to October 2000, Mr.
Smith served as vice president and chief financial officer of
Jemison-Demsey Holding Company, and other entities controlled by Jemison
Investment Company, based in Alabama. Jemison-Demsey Holding Company
manages interests in the flat-rolled steel service center business and
metal building component manufacturing business. From March 1991 to
September 1996, Mr. Smith served as the chief financial officer and
Director for Schuler Industries, Inc. Schuler Industries is a diversified
company with interests in multi-family and commercial real estate assets,
capital equipment leasing, the manufacture of environ mental service
equipment and steel fabrication. Mr. Smith is a graduate of
Birmingham-Southern College and is a Certified Public Accountant.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held three regular meetings in 1999. During 1999,
no director attended fewer than 75% of the aggregate number of meetings of
the Board of Directors and all committees thereof on which he served.
The audit committee of the Board of Directors held one meeting in 1999.
Messrs. Sheets (Chairman), Benson and Rhodes are the current members of
this committee. Messrs. Kline (Chairman), Robinson, Schultz and White
comprised the audit committee through November 10, 2000, the date upon
which each such person resigned his positions as a director of the Company
and a member of the audit committee. Among other things, the audit
committee reviews and approves the scope of the annual audit undertaken by
our independent certified public accountants and meets with them as
necessary to review the progress and results of their work as well as their
recommendations. The audit committee also reviews our internal audit
procedures and reporting systems.
The compensation committee of the Board of Directors held one meeting
in 1999. Messrs. Sheets (Chairman), Benson and Rhodes are the current
members of this committee. Messrs. Benson (Chairman), Kline, Robinson,
Schultz and White comprised the compensation committee through November 10,
2000, the date upon which each such person resigned his positions as a
director of the Company and a member of the compensation committee. The
compensation committee determines compensation for the chief executive
officer and vice chairman of the Company, and reviews compensation policy
for other executive officers.
During 1999, we did not have a nominating committee or any other
committee performing a similar function. Procedures for nominating persons
to the Board of Directors are contained in our Bylaws.
AUDIT COMMITTEE
As permitted by the New York Stock Exchange listing standards, the Board
of Directors has determined in its business judgment to appoint Mr. Rhodes
to the audit committee, having considered the fact that his past service as
an officer of the Company prior to April 1998 means that he may not
otherwise be independent under the New York Stock Exchange listing
standards which may require a three year waiting period to April 2001. The
Board of Directors reached this decision based on Mr. Rhodes' extensive
financial background and experience, and its determination that Mr. Rhodes'
membership on the audit committee is required by the best interests of the
Company and its shareholders. All of the other members of the Company's
audit committee are independent, as defined in the New York Stock
Exchange's listing standards.
A copy of the audit committee's charter is attached hereto as Annex B.
The audit committee did not issue a report for fiscal year 1999.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Our executive officers and directors, and persons who own more than 10%
of our common stock, are required under the Securities Exchange Act of 1934
to file reports of ownership and changes in ownership of our securities
with the Securities and Exchange Commission and the New York Stock
Exchange, Inc. Copies of those reports also must be furnished to us. Based
solely upon a review of the copies of reports furnished to us, we believe
that for the year ended December 31, 1999, all filing requirements were
timely met by our executive officers, directors and beneficial owners of
more than 10% of our stock except as follows: Mr. Blatz was late filing his
report on Form 3 relating to ownership of equity interests. Mr. White was
late filing one report on Form 4 relating to a change in beneficial
ownership.
EXECUTIVE COMPENSATION
In the fiscal year ended December 31, 1999, neither Messrs. Considine
nor Moore received any compensation in his capacity as chief executive
officer and president and chief operating officer, respectively. Mr. Blatz
received total salary and bonus in 1999 of $101,000 as the executive vice
president - operations. Mr. Becker received total salary and bonus in 1999
of $150,000 as the chief financial officer, treasurer and secretary.
In their capacity as executive officers, each of Messrs. Moore and Blatz
received options to acquire shares of our common stock. Neither Messrs.
Considine nor Moore, each of whom is a stockholder in the Company, was at
any time on or prior to December 31, 1999, granted options to acquire
shares of our common stock other than in his capacity as an executive
officer.
The following table sets forth, in summary form, the compensation paid
by the Company to its chief executive officer, president and two executive
officers of the Company during 1999 whose salaries exceeded $100,000 (the
"Named Executive Officers"):
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITIONS YEAR SALARY ($) OPTIONS (#)
---------------------------- ---- ---------- ------------
Terry Considine 1999 -
Chief Executive Officer 1998 - 300,000
1997 - -
Bruce E. Moore 1999 - 25,000
President and Chief Operating 1998 - 250,000
Officer 1997 - -
Robert G. Blatz 1999 101,000 80,000
Executive Vice President 1998 - -
Operations 1997 - -
David M. Becker (1) 1999 150,000 10,000
Chief Financial Officer 1998 150,000 40,000
1997 - -
----------
(1) Mr. Becker resigned as chief financial officer, secretary and
treasurer of the Company effective October 1, 2000.
The following tables set forth certain information regarding stock options
granted to the Named Executive Officers during 1999:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
POTENTIAL REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL RATES
SECURITIES % OF TOTAL OF STOCK PRICE
UNDERLYING OPTIONS GRANTED APPRECIATION FOR
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION OPTION TERM
NAME GRANTED(#)(1) FISCAL YEAR(%) PRICE($/SH)(3) DATE 5% ($) 10% ($)
---- --------------------------------------------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Terry Considine - - - - -
Bruce E. Moore(1) 25,000 21.7% 15.0625 1/18/09 237,000 600,000
Robert G. Blatz 80,000(2) 69.6% 13.4375 9/12/09 676,000 1,713,000
David M. Becker(1) 10,000 8.7% 15.0625 1/18/09 95,000 240,000
</TABLE>
----------
(1) During 1999, each of Messrs. Moore and Becker received options
constituting non-qualified stock options to purchase shares of common
stock under the 1998 Stock Incentive Plan. Their options are subject
to a five-year vesting period such that no options vest until the
third anniversary after the date of grant. Sixty percent of the
options vest on the third anniversary and an additional 20% vest on
each of the fourth and fifth anniversaries.
(2) During 1999, Mr. Blatz received options constituting non-qualified
stock options to purchase 40,000 shares of common stock under the 1998
Stock Incentive Plan. Options are subject to a four-year vesting
period such that 25% of such options vest on each of the first three
anniversaries after the respective date of grant. Options for an
additional 40,000 shares vested on the date of grant and the Company
loaned $538,000 to Mr. Blatz which he used to exercise these options.
The loan bears interest at 7.5% and matures September 12, 2009.
(3) The exercise price is equal to the fair market value of the common
stock on the date of grant.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED VALUE OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
ON EXERCISE REALIZED YEAR-END (#) FISCAL YEAR-END ($)
NAME (#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
---- --- ------ ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Terry Considine -- - 100,000/200,000 0/0
Thomas L. Rhodes - - 33,334/66,666 0/0
Bruce E. Moore - - 83,334/191,666 0/0
Robert G. Blatz 40,000 0/40,000 0/0
David M. Becker -- -- 20,000/30,000 0/0
</TABLE>
----------
(1) Represents the product of (A) the difference between (i) the closing
price of the common stock on the NYSE on the exercise date and (ii)
the option exercise price and (B) the number of securities underlying
such options.
(2) The value of unexercised in-the-money options is calculated by
multiplying (A) the number of securities underlying such options by
(B) the difference between (i) the closing price of the common stock
at December 31, 1999 and (ii) the option exercise price.
DIRECTOR COMPENSATION
During 1999, each of our non-employee directors received 2,300 shares
of our common stock, plus an additional $300 for each meeting of the Board
of Directors or committee thereof attended. In addition, all directors are
reimbursed for expenses related to their attendance at Board of Directors
and committee meetings. Mr. Rhodes did not receive any additional
compensation in his capacity as vice chairman of the Board of Directors.
Under the existing 1998 Stock Incentive Plan, on the date of the 1999
annual meeting of stockholders, all of our non-employee directors received
an automatic grant of options to acquire 2,800 shares of the Company's
common stock with an exercise price equal to the closing price of the
Company's common stock on such date. Such options were immediately
exercisable and have a term of 10 years.
Under the 1998 Stock Incentive Plan, all of our non-employee
directors will automatically receive annual grants of market-price options
to acquire 2,800 shares of the Company's common stock on the date of each
annual stockholders meeting. These options will be immediately exercisable
upon grant and have a term of ten years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, Messrs. Benson, Kline, Robinson, Shultz and White served
on the compensation committee. Mr. Considine served as chairman of the
board and chief executive officer of the Company and Commercial Assets and
is chairman of the board and chief executive officer of AIMCO.
COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
During 1999, the five directors who were not members of management
comprised the compensation committee. Effective November 10, 2000,
Messrs. Kline, Robinson, Schultz and White resigned their respective
positions as directors of the Company and members of the compensation
committee. Currently, the three directors who are not members of management
constitute the compensation committee. The compensation committee:
o determines the compensation of the Chief Executive Officer and
the Vice Chairman of our Board of Directors;
o reviews and approves the compensation of other corporate
officers holding executive positions;
o reviews the general compensation and benefit practices of the
Company;
and
o administers our compensation and stock incentive plans.
The compensation committee considers various factors including:
o recruitment, motivation and retention of our management team;
o alignment of management financial rewards with stockholder
objectives for total return (dividend income plus share price
appreciation); and
o reasonability in consideration of all the facts, including
total return, the size and complexity of the Company and the
practices of other real estate investment trusts.
Compensation of senior management is comprised of Base Compensation,
Discretionary Compensation and Incentive Compensation. The policy of the
compensation committee is to set Base Compensation at or below the median
paid by comparable companies to executive officers with comparable
responsibilities, to utilize Discretionary Compensation, generally cash and
not more than Base Compensation, to reward specific achievements, and to
make the chief financial reward Incentive Compensation which is tied
directly to the creation of stockholder value.
BASE COMPENSATION. The compensation committee determined 1999 Base
Compensation for the Chief Executive Officer and the Vice Chairman of our
Board, reviewed and approved 1999 Base Compensation for other senior
management based upon the recommendation of the Chief Executive Officer and
Vice Chairman and considered such 1999 Base Compensation reasonable. Base
Compensation for the Chief Executive Officer and Vice Chairman of our Board
of Directors for 1998-2000 consists of options to purchase 300,000 and
100,000 shares, respectively, of the Company's common stock at $19.375 per
share.
DISCRETIONARY COMPENSATION. For 1999, the compensation committee
considered, among other things:
o the achievement of the 1999 objective for per share Adjusted
Funds From Operations;
o our growth in size and complexity during 1999;
o the number and size of 1999 acquisitions by Commercial Assets
and their financings;
o the achievement of a proposed merger agreement with Commercial
Assets; and
o our total return for 1999 as compared to the Morgan Stanley
REIT Index.
No Discretionary Compensation was awarded to senior management.
INCENTIVE COMPENSATION. The compensation committee bases Incentive
Compensation primarily by reference to "Excess Value Added," calculated as
the amount, if any, by which our total return exceeds total returns
achieved by other real estate investment trusts (as measured by Morgan
Stanley REIT Index) multiplied by the weighted average market value of our
stock and OP Units outstanding during the measurement period.
In 1999, our total return was a negative 6% which was less than the
negative 5% Total Return of the Morgan Stanley REIT Index. The compensation
committee awarded no Incentive Compensation in 1999 to either the Chief
Executive Officer or Vice Chairman of our Board and approved no awards to
other senior management.
CHIEF EXECUTIVE OFFICER AND VICE CHAIRMAN OF THE BOARD OF
DIRECTORS. In determining the compensation for the Chief Executive Officer
and Vice Chairman, the compensation committee considered, among other
things, our 1999 financial performance:
o Total Return for 1999 of a negative 6%;
o investment of $47 million by Commercial Assets in manufactured
home communities in 1999;
o agreement to merge with Commercial Assets; and
o increase in leasing of previously unleased homesites from 44 in
1998 to 147 in 1999.
EQUITY TRANSACTIONS IN SUPPORT OF COMPENSATION OBJECTIVES
The compensation committee has determined that we are well served by the
alignment of interest that occurs when senior management has the same
financial interests as do other stockholders. To promote this end, the
compensation committee and the Board of Directors have:
o structured Board annual compensation to be paid in stock
options and annual director's fees paid in stock with meeting
fees paid in cash;
o structured Base Compensation of Chief Executive Officer, Vice
Chairman and President for 1998-2000 entirely in options to
acquire stock at 100% of then current value; and
o granted to other senior management options to acquire stock at
100% of then current value which are fully vested only after
three or five years.
Date: March 14, 2000
BRUCE D. BENSON (Chairman)
ELLIOT H. KLINE
RICHARD L. ROBINSON
TIM SCHULTZ
WILLIAM J. WHITE
THE ABOVE REPORT WILL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO
ANY FILING BY THE COMPANY UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE COMPANY
SPECIFICALLY INCORPORATES THE SAME BY REFERENCE.
PERFORMANCE GRAPH
The following graph compares the change in the cumulative total
return of the Company's common stock for the period from March 31, 1997,
which was the quarter-end immediately prior to the date we made our first
investment in manufactured home communities, through December 31, 1999,
with (1) the cumulative total return of the Standard & Poor's 500 Stock
Index and (2) a peer group consisting of Chateau Communities, Inc., Sun
Communities, Inc. and Manufactured Home Communities, Inc., each a company
in the manufactured home community business.
The following graph was prepared based on the following assumptions:
(1) an initial investment of $100 was invested at the close of business on
March 31, 1997 in (a) common stock of the Company; (b) stock of the
companies in the Standard & Poor's 500 Index; and (c) stock of the
companies in our peer group index; and (2) all dividends received were
reinvested. The stock price performance shown on the following graph is not
necessarily indicative of future price performance.
------------------------------------------------------------------------------
Name 3/31/97 12/31/97 12/31/98 12/31/99
----
Company $100 $120 $ 76 $ 67
S&P 500 $100 $128 $165 $200
Peer Group $100 $125 $125 $117
This Performance Graph shall not be incorporated into any future
filings with the Securities and Exchange Commission.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The table below sets forth, as of November 17, 2000, the number of
shares of the Company's common stock beneficially owned by: (1) each person
known by us to be a beneficial owner of more than 5% of the Company's
common stock; (2) all directors, individually, and each executive officer
that holds the Company's common stock, individually; and (3) all of our
directors and executive officers as a group, which information was
furnished in part by each such person.
Amount and
Nature of
Beneficial Percent of
NAME AND ADDRESS OF BENEFICIAL OWNER(1) Ownership Class (2)
Terry Considine (3) 807,507 9.5%
Thomas L. Rhodes (4) 313,807 3.7%
Bruce E. Moore (5) 229,363 2.7%
Bruce D. Benson (6) 198,293 2.3%
Robert G. Blatz 53,333 *
Joseph W. Gaynor (7) 48,414 *
Todd Sheets * *
Shannon Smith * *
The Wilder Corporation of Delaware (8) 601,891 7.1%
3000 Gulf-to-Bay Blvd., 6th Floor
Clearwater, Florida 34619
All directors and executive officers as
a group (8 persons) 1,650,717 19.5%
-----------
* Denotes ownership of less than 1% of the outstanding shares of the
Company's common stock.
(1) Includes, where applicable, shares owned by such person's minor
children and spouse and by other related individuals and entities.
Unless otherwise indicated, such person has sole voting and
investment power as to the shares listed. Unless otherwise indicated,
such person's business address is 2637 McCormick Drive, Clearwater,
Florida 33759. Excludes units of limited partnership of Asset
Investors Operating Partnership ("OP Units") that are not redeemable
within 60 days.
(2) All shares which a person had the right to acquire within 60 days
after the record date were deemed to be outstanding for the purpose
of computing the "Percent of Class" owned by such person but were not
deemed to be outstanding for the purpose of computing the "Percent of
Class" owned by any other person. At the record date, 8,478,675
shares were outstanding.
(3) Includes shares held by Titahotwo Ltd. and Titahothree Ltd., in which
Mr. Considine serves as a general partner. Includes 226,094 options
exercisable and 266,130 OP Units redeemable within 60 days.
(4) Includes 77,701 options exercisable and 168,037 OP Units redeemable
within 60 days.
(5) Includes 8,721 shares of the Company's common stock owned by
Brandywine Real Estate Management Services Corporation, an entity in
which Mr. Moore owns a 50% interest, and 166,667 options exercisable
and 25,355 OP Units redeemable within 60 days.
(6) Includes 49,563 options exercisable and 75,160 OP Units redeemable
within 60 days.
(7) Includes 2,512 shares held by the Joseph William Gaynor Family Trust
dated 10- 28-83 of which Mr. Gaynor is the sole trustee.
(8) Includes 56,960 OP Units redeemable within 60 days.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS INVOLVING MESSRS. MOORE AND GAYNOR. During 1999, two
property management companies (collectively, "AIC Property Management")
received property management and accounting fees of $672,000 from
communities in which we owned an interest and $172,000 from communities in
which Commercial Assets owned an interest. We owned 50% of AIC Property
Management and Community Management Investors Corporation ("CMIC") owned
50% of AIC Property Management. Mr. Moore owns 35% and Mr. Gaynor owns 20%
of CMIC. In order for AIC Property Management to provide the above
services, AIC Property Management utilized staff and resources of
Brandywine Financial Services Corporation and its affiliates
("Brandywine"). Mr. Moore is the founder and was the Chief Executive
Officer of Brandywine prior to his appointment as our President and Chief
Operating Officer. Effective January 1, 2000, we purchased CMIC's 50%
interest in AIC Property Management in exchange for a note payable in the
amount of $2,120,000 that was scheduled to mature in January 2001. We
prepaid the note in full in September 2000 and paid $126,041.52 in interest
on the note in 2000.
Brandywine Commercial Services Corporation ("Services Corp."), an
affiliate of Brandywine, has provided maintenance services to both our
communities and Commercial Assets communities. Mr. Moore owned 50% of
Services Corp. during 1999. Services Corp. received fees of $1,725,000 from
our communities and $658,000 from Commercial Assets communities for
maintenance services provided during 1999. Effective January 1, 2000, we
purchased 100% of Services Corp.'s assets and operations for $30,000 and
the assumption of leases on equipment used by Services Corp.
Brandywine Home Sales Corporation ("Sales Corp."), an affiliate of
Brandywine, has provided real estate brokerage services for both new home
sales and existing home resales in our communities. During 1999, Sales
Corp. received commissions from us, Commercial Assets or the homeowner
depending on the circumstances. Mr. Moore owned 50% of Sales Corp. during
1999. Sales Corp. received sales commissions during 1999 as follows:
From our communities $ 45,000
From Commercial Assets communities $ 46,000
From homeowners $293,000
Effective January 1, 2000, we purchased 100% of Sales Corp.'s activities
and its inventory of homes located at our communities for (1) $100,000
cash, (2) the assumption of $487,000 in the third-party debt, and (3) the
cancellation of $64,000 in loans from us.
Effective January 1, 2000, we purchased four communities and
undeveloped homesites at three other communities from entities in which Mr.
Gaynor has a 31% interest (the "CADC Properties"). During 1999, we held
participating mortgages secured by the CADC properties. The purchase price
for the CADC Properties was $36,816,000 and was paid as follows:
o Issuance of 44,572 OP Units at an assigned value of $496,000,
o Cancellation of $24,851,000 in loans from us involving the CADC
Properties,
o Assumption of $10,704,000 in third-party debt, and
o $765,000 cash.
OTHER TRANSACTIONS. Asset Investors Equity, Inc. ("AIE") and AIC
Manufactured Housing Corp. ("AICMHC" and collectively with AIE, the
"Service Subsidiaries") engaged in activities and received fees that would
not otherwise have been permitted under the tax rules governing REITs. In
order to allow us to maintain our REIT status for federal income tax
purposes, Messrs. Considine and Rhodes, directly or indirectly, equally
owned some or all of the outstanding voting common stock of the Service
Subsidiaries. We owned all of the outstanding non-voting common stock of
each of the Service Subsidiaries.
Messrs. Considine and Rhodes acquired all of the outstanding voting
common stock of AICMHC in 1997 for $27,000. This represents 5% of the
outstanding capital stock of AICMHC. We acquired the remaining 95%, in the
form of non-voting common stock, for $509,485. Messrs. Considine and Rhodes
each acquired their shares of AICMHC's voting common stock in exchange for
a $13,500 promissory note bearing 7% interest. Messrs. Considine and Rhodes
paid $5,000 in interest through December 31, 1999.
Messrs. Considine and Rhodes owned 70% of the outstanding voting
common stock of AIE through June 1999. This represented 3.5% of the
outstanding capital stock of AIE. AICMHC owned the remaining outstanding
shares of voting common stock which represented 1.5% of the outstanding
capital stock of AIE. We owned the remaining 95% of AIE's capital stock in
the form of non-voting common stock. In June 1999, Messrs. Considine and
Rhodes sold all of their shares of AIE's voting common stock to AICMHC in
exchange for AICMHC's assumption of the outstanding balances on their
promissory notes to AIE totaling $168,000. The promissory notes were
originally issued in connection with Messrs. Considine's and Rhodes's
purchase of AIE voting common stock. All distributions by AIE to Messrs.
Considine and Rhodes prior to the June 1999 sale were used by them to pay
interest and principal on these notes. Effective September 26, 2000, AIE
was liquidated and dissolved. Effective September 25, 2000, AICMHC was
merged with and into the Company.
We lease a recreational vehicle park which we would not otherwise be
permitted to operate under the tax rules governing REITs to AIC RV
Management Corp. ("AIC RV Management"), an entity that is owned equally by
Messrs. Considine and Rhodes. During 1999, AIC RV Management paid aggregate
lease payments of $366,000 to us. As of December 31, 1999, AIC RV
Management has $80,000 in loans from us which bear interest at a rate of
10% per annum.
TRANSACTIONS INVOLVING MR. RHODES. During 1999, Commercial Assets
paid finder's fees of $225,000 to Thomas L. Rhodes II, the adult son of
Thomas L. Rhodes, the vice chairman of the Company. These fees were paid in
connection with Commercial Assets' acquisition of manufactured home
communities and represent 1% of the cost of acquisition. Commercial Assets'
management believes the finder's fees paid to Thomas L. Rhodes II were
consistent with similar arrangements in the industry.
TRANSACTIONS INVOLVING MR. BLATZ. On September 13, 1999, the Company
loaned $538,000 to Mr. Blatz, our chief operating officer and secretary,
which he used to exercise certain stock options granted to him by the
Company in 1999. The loan bears interest at 7.5% and matures September 12,
2009.
TRANSACTIONS INVOLVING MR. GAYNOR. On April 18, 2000, the Company
loaned $440,000 to Mr. Gaynor, our vice president-development, which he
used to exercise certain stock options granted to him by the Company in
1999. The loan bears interest at 7.5% and matures April 18, 2010.
See also "Compensation Committee Interlocks and Insider Participation."
COMPANY'S RELATIONSHIP WITH INDEPENDENT AUDITORS
Our Board of Directors appointed the firm of Ernst & Young LLP to
audit the financial statements of the Company through December 31, 2000. A
representative of Ernst & Young LLP is expected to be present at the annual
meeting and available to respond to appropriate questions. Ernst & Young
LLP has indicated that it will not make a statement, although an
opportunity for a statement will be provided. Stockholders are not being
requested to ratify this appointment.
OTHER MATTERS
We know of no matters to be brought before the annual meeting
other than as set forth herein. However, if any such other matters are
properly presented to the stockholders for action at the annual meeting and
any adjournments or postponements thereof, it is the intention of the proxy
holders named in the enclosed proxy to vote in their discretion on all
matters on which the shares represented by such proxy are entitled to vote.
STOCKHOLDER PROPOSALS TO BE INCLUDED
IN THE 2001 PROXY STATEMENT
Stockholder proposals to be considered for inclusion in the
proxy statement for the 2001 annual meeting of stockholders must be
received by us on or before February 15, 2001.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Terry Considine
Terry Considine
Chairman of the Board and
Chief Executive Officer
November 28, 2000
ANNEX A
PROPOSED AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
RESOLVED, that Article FOURTH ("Stock") of the Company's Amended and
Restated Certificate of Incorporation be deleted in its entirety and the
following substituted in lieu thereof:
"FOURTH: Stock.
4.1 The total number of shares of stock which the Corporation
shall have authority to issue is 13,000,000 shares of capital stock,
consisting of 12,000,000 shares of Common Stock, each having a par
value of $.01 (the "Common Stock"), and 1,000,000 shares of Preferred
Stock, par value $.01 per share (the "Preferred Stock")."
ANNEX B
AMERICAN LAND LEASE, INC.
AUDIT COMMITTEE CHARTER
ORGANIZATION
This charter governs the operations of the audit committee. The committee
shall review and reassess the charter at least annually and obtain the
approval of the board of directors. The committee shall be appointed by the
board of directors and shall comprise at least three directors, each of
whom are independent of management and the Company. Members of the
committee shall be considered independent if they have no relationship that
may interfere with the exercise of their independence from management and
the Company. All committee members shall be financially literate, and at
least one member shall have accounting or related financial management
expertise.
STATEMENT OF POLICY
The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the
Company's financial statements and the financial reporting process, the
systems of internal accounting and financial controls, the annual
independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the board.
In so doing, it is the responsibility of the committee to maintain free and
open communication between the committee, independent auditors, and
management of the Company. In discharging its oversight role, the committee
is empowered to investigate any matter brought to its attention with full
access to all books, records, facilities, and personnel of the Company and
the power to retain outside counsel, or other experts for this purpose.
RESPONSIBILITIES AND PROCESSES
The primary responsibility of the audit committee is to oversee the
Company's financial reporting process on behalf of the board and report the
results of their activities to the board. Management is responsible for
preparing the Company's financial statements, and the independent auditors
are responsible for auditing those financial statements. The committee in
carrying out its responsibilities believes its policies and procedures
should remain flexible, in order to best react to changing conditions and
circumstances. The committee should take the appropriate actions to set the
overall corporate "tone" for quality financial reporting, sound business
risk practices, and ethical behavior.
The following shall be the principal recurring processes of the audit
committee in carrying out its oversight responsibilities. The processes are
set forth as a guide with the understanding that the committee may
supplement them as appropriate.
o The committee shall have a clear understanding with management and
the independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives
of the Company's shareholders. The committee shall have the ultimate
authority and responsibility to evaluate and, where appropriate,
replace the independent auditors. The committee shall discuss with
the auditors their independence from management and the Company and
the matters included in the written disclosures required by the
Independence Standards Board. Annually, the committee shall review
and recommend to the board the selection of the Company's independent
auditors, subject to shareholders' approval.
o The committee shall discuss with the independent auditors the overall
scope and plans for their respective audits including the adequacy of
staffing and compensation. Also, the committee shall discuss with
management and the independent auditors the adequacy and
effectiveness of the accounting and financial controls, including the
Company's system to monitor and manage business risk, and legal and
ethical compliance programs. Further, the committee shall meet
separately with the independent auditors, with and without management
present, to discuss the results of their examinations.
o The committee shall review the interim financial statements with
management and the independent auditors prior to the filing of the
Company's Quarterly Report on Form 10-Q. [Note: Some audit committees
may wish to have a discussion with management and the independent
auditors prior to the quarterly earnings press release.] Also, the
committee shall discuss the results of the quarterly review and any
other matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards. The
chair of the committee may represent the entire committee for the
purposes of this review.
o The committee shall review with management and the independent
auditors the financial statements to be included in the Company's
Annual Report on Form 10- K (or the annual report to shareholders if
distributed prior to the filing of Form 10-K), including their
judgment about the quality, not just acceptability, of accounting
principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements. Also, the
committee shall discuss the results of the annual audit and any other
matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards.
ANNEX C
AMERICAN LAND LEASE, INC.
ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 20, 2000 THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Terry Considine, Thomas L. Rhodes and Bruce
E. Moore, jointly and severally, proxies with full power of substitution,
and hereby authorizes them to represent and to vote, as designated below,
all shares of common stock of American Land Lease, Inc. held of record by
the undersigned on November 17, 2000, at the Annual Meeting of
Stockholders to be held on December 20, 2000, and any adjournment or
postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1
AND 2 BELOW
1. ELECTION OF ONE DIRECTOR TO CLASS I OF THE BOARD OF
DIRECTORS. (Check one box only):
[ ] FOR nominee listed below : [ ] WITHHOLD authority to vote
for nominee listed below:
Todd Sheets
2. AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO REDUCE NUMBER OF SHARES OF AUTHORIZED CAPITAL STOCK.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
OR POSTPONEMENT THEREOF.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2 AND IN THE DISCRETION OF THE PROXIES ON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF
STOCKHOLDERS OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
THE UNDERSIGNED HEREBY REVOKES ALL PROXIES HERETOFORE GIVEN BY THE
UNDERSIGNED TO VOTE AT THE ANNUAL MEETING OF STOCKHOLDERS AND ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
DATED , 2000
(Sign Here)
PROXY
---------------------------------------------
Please sign EXACTLY as your name appears on
this card. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title. All joint owners
should sign. If a corporation, sign in full
corporate name by an authorized officer. If
in a partnership, sign in partnership name by
an authorized person.
