<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / 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 Section 240.14a-11(c) or Section
240.14a-12
MID-AMERICA REALTY INVESTMENTS, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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>
MID-AMERICA REALTY INVESTMENTS, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
APRIL 26, 1995
To the Shareholders of Mid-America Realty Investments, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders will be held
at 10:00 a.m. on Wednesday, April 26, 1995 at the Marriott Hotel, 10220 Regency
Circle, Omaha, Nebraska for the following purposes:
(1) To elect directors to serve for the following year.
(2) To approve the Company's 1995 Stock Plan.
(3) To ratify the appointment of independent public accountants.
(4) To transact such other business as may properly come before the meeting.
The Directors have fixed the close of business on March 3, 1995 as the
record date for shares entitled to vote at the meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
ARE URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.
Jerome L. Heinrichs
Chairman and Chief Executive Officer
March 10, 1995
<PAGE>
MID-AMERICA REALTY INVESTMENTS, INC.
11506 Nicholas Street
Suite 100
Omaha, Nebraska 68154
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders of Mid-America Realty
Investments, Inc. (the "Company") to be held on Wednesday, April 26, 1995 at
10:00 a.m. at the Marriott Hotel, 10220 Regency Circle, Omaha, Nebraska. A copy
of the Company's Annual Report for the fiscal year ended December 31, 1994
accompanies this Proxy Statement. The executive offices of the Company are
located at 11506 Nicholas Street, Suite 100, Omaha, Nebraska 68154.
Shareholders of record as of the close of business on March 3, 1995 will be
entitled to vote at the meeting. On that date, there were 8,279,892 shares of
common stock outstanding.
The presence of a majority of the outstanding shares of common stock,
represented in person or by proxy at the meeting, will constitute a quorum.
Shares represented by proxies that are marked "abstain" will be counted as
shares present for purposes of determining the presence of a quorum. Proxies
relating to "street name" shares that are voted by brokers on some matters will
be treated as shares present for purposes of determining the presence of a
quorum, but will not be treated as shares entitled to vote at the annual meeting
on those matters as to which authority to vote is withheld by the broker
("broker non-votes").
The five nominees receiving the highest vote totals will be elected as
directors of the Company. Accordingly, abstentions and broker non-votes will not
affect the outcome of the election of directors. All other matters to be voted
on will be decided by the affirmative vote of a majority of the shares present
or represented at the meeting and entitled to vote. On any such matter, an
abstention will have the same effect as a negative vote. A broker non-vote will
not be counted as an affirmative vote or a negative vote because shares held by
brokers will not be considered entitled to vote on matters as to which the
brokers withhold authority.
A shareholder giving a proxy may revoke it before the meeting by mailing a
signed instrument revoking the proxy to: Secretary, Mid-America Realty
Investments, Inc., Suite 100, 11506 Nicholas Street, Omaha, Nebraska 68154. To
be effective, a mailed revocation must be received by the Secretary before the
date of the Annual Meeting. A shareholder may also attend the Annual Meeting in
person, and at that time withdraw his or her proxy and vote in person. This
proxy statement is being mailed to shareholders on or about March 10, 1995.
The proxy is being solicited by the Board of Directors of the Company.
Proxies may also be solicited by officers and employees of the Company, and by
Kissel-Blake, Inc. and its employees, by means of personal contacts or telephone
contacts. The cost of solicitation of proxies including the cost of reimbursing
banks, brokers, and other record holders for forwarding proxies and proxy
statements to the beneficial holders of the shares, will be borne by the
Company. The estimated cost of the proxy solicitation services obtained from
Kissel-Blake, Inc. is $4,000, plus out-of-pocket expenses.
1
<PAGE>
ELECTION OF DIRECTORS
All directors of the Company are elected at each Annual Meeting. Pursuant to
the By-Laws, the number of directors to be elected is five. Each person so
elected shall serve until the Company's next Annual Meeting and/or until his
successor is elected and qualified.
The persons named as proxies in the accompanying proxy intend to vote for
the election of the persons named below, all of whom are presently directors of
the Company, to serve until the next Annual Meeting of Shareholders and/or until
their successors are elected and shall qualify. It is expected that each of the
nominees will be able to serve, but if such nominee is unable to serve for any
reason, the proxies reserve discretion to vote or refrain from voting for a
substitute nominee or nominees.
PERSONS NOMINATED FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
NAME, POSITION AND PRINCIPAL OCCUPATION
TENURE WITH THE COMPANY AGE FOR THE PAST FIVE YEARS
- ------------------------------------ --- ------------------------------------
<S> <C> <C>
Jerome L. Heinrichs (2) 55 Mr. Heinrichs was appointed Chief
Chairman and Chief Executive Officer Operating Officer in April 1992 and
Director Since October 1986 then Chairman and Chief Executive
Officer in October 1992. Mr.
Heinrichs was the co-founder,
President and Chairman of the Board
of Investors Realty, Inc., Omaha,
Nebraska, a commercial and
industrial real estate brokerage,
leasing and management company from
1975 to April 1992.
Daniel A. Burkhardt (3) 47 Mr. Burkhardt has been a Principal
Director Since January 1989 in the Investment Banking Department
of Edward D. Jones & Co. since
January 1980. Mr. Burkhardt also
serves as a Director for the
following organizations: The Essex
County Gas Company, Amesbury, Massa-
chusetts; St. Joseph Light and
Power, St. Joseph Missouri; Galaxy
Cablevision Management, Inc.,
Sikeston, Missouri; Community
Investment Partners I and II, St.
Louis, Missouri; and Southeastern
Michigan Gas Enterprises, Port
Huron, Michigan.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME, POSITION AND PRINCIPAL OCCUPATION
TENURE WITH THE COMPANY AGE FOR THE PAST FIVE YEARS
- ------------------------------------ --- ------------------------------------
E. Stanley Kroenke 47 Mr. Kroenke has been President and
Director Since January 1989 Chief Executive Officer of The
Kroenke Group, Columbia, Missouri, a
real estate firm which develops and
invests in shopping centers and
apartment complexes nationwide since
1986. Mr. Kroenke also serves as a
Director for the following organiza-
tions: Central Bank Holding Company,
Jefferson City, Missouri; Boone
County National Bank, Columbia,
Missouri; and Community Investment
Partners I and II, St. Louis,
Missouri.
<S> <C> <C>
Michael F. Lawler (1)(2)(3) 49 Mr. Lawler has been Treasurer of
Director Since January 1990 Tenaska, Inc., Omaha, Nebraska, an
international developer of
independent and cogeneration power
projects since November 1991. From
1985 to October 1991, he was Senior
Vice President of Finance and
Information Systems of Mercy
Midlands, Omaha, Nebraska.
John L. Maginn (1)(2) 55 Mr. Maginn has been Senior Executive
Director Since June 1992 Vice President, Chief Investment
Officer and Treasurer of Mutual of
Omaha Insurance Company and United
of Omaha Life Insurance Company
since August 1987. He is also
President of Mutual Asset Man-
agement Company.
<FN>
- -------------------
(1) Member of the Audit Committee
(2) Member of the Finance Committee
(3) Member of the Compensation Committee
</TABLE>
DIRECTOR MEETINGS AND COMPENSATION
The Board of Directors met six times during 1994. The Board of Directors has
assigned certain responsibilities to committees. None of the directors attended
fewer than 75% of the meetings of the Board and Committees on which he served.
The Committees established by the Board of Directors to assist it in the
discharge of its responsibilities are described below.
3
<PAGE>
The Audit Committee consists of Mr. Lawler (Chairman) and Mr. Maginn. The
Audit Committee recommends the independent accounting firm to be retained each
year, meets periodically with the independent accountants and management to
review the scope of audit procedures, to review audit reports and to consider
internal control and financial reporting matters. The Committee met one time in
1994.
The Finance Committee consists of Mr. Lawler (Chairman), Mr. Maginn, Mr.
Heinrichs, and Mr. Gethmann. The Finance Committee reviews the Company's
operating results and financial position (including short-term and long-term
liquidity), evaluates potential sources of capital and reviews proposals for
potential acquisitions. The Committee met six times in 1994.
The Compensation Committee consists of Mr. Burkhardt (Chairman) and Mr.
Lawler. The Compensation Committee determines the amount and types of
renumeration to be paid to management employees and administers the Company's
stock option plan. The Committee met one time in 1994.
The Company does not have a standing Nominating Committee.
Directors who are not employees of the Company receive fees of i) $10,000
per annum, ii) $500 for each meeting of the Board of Directors ($250 for
telephone meetings), and iii) $250 for each committee meeting ($150 for
telephone meetings).
EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND POSITION AGE FOR THE PAST FIVE YEARS
- ------------------------------------ --- ------------------------------------
<S> <C> <C>
Jerome L. Heinrichs, Chief Executive 55 See "Persons Nominated for Election
Officer as Directors"
Dennis G. Gethmann, President and 45 Mr. Gethmann was promoted to
Chief Operating Officer President and Chief Operating
Officer in January 1995. Mr.
Gethmann has been Chief Financial
Officer of the Company since October
1993. Mr. Gethmann was the President
and Chief Financial Officer of
Financial Services with Marquette
Partners, Minneapolis, Minnesota, a
real estate firm that managed and
owned commercial real estate, from
March 1990 to October 1993.
</TABLE>
4
<PAGE>
OWNERSHIP OF SHARES BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning all shares
beneficially owned as of March 3, 1995 by each director and executive officer.
The voting and investment powers for all shares listed are held solely by the
named holder.
<TABLE>
<CAPTION>
NAMED DIRECTOR OR EXECUTIVE SHARES PERCENTAGE OF
OFFICER BENEFICIALLY OWNED COMMON STOCK
------------------- --------------
<S> <C> <C>
Jerome L. Heinrichs 68,175* **
Dennis G. Gethmann 27,026* **
John L. Maginn 4,300 **
E. Stanley Kroenke 3,302 **
Michael F. Lawler 2,700 **
Daniel A. Burkhardt 2,666 **
------- --------------
Directors and Executive Officers as
a Group (6 persons) 108,169 1.31%
------- --------------
------- --------------
<FN>
- -------------------
* Includes options for shares (50,000 for Mr. Heinrichs and 16,666 for Mr.
Gethmann) exercisable at $10.75 per share the listed persons have the right
to acquire pursuant to stock options exercisable within 60 days of March
10, 1995.
** Less than 1% of the Company's common stock.
</TABLE>
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of March 3, 1995
available to the Company and as reported on Schedule 13Gs filed with the
Securities and Exchange Commission in February 1995 with respect to shares of
the Company held by those persons known to the Company to be beneficial owners
(as determined under the rules of the Securities and Exchange Commission) of
more than 5% of the Company's shares of common stock then outstanding:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
----------------------------
PERCENT OF
NAME AND ADDRESS NUMBER OF TOTAL SHARES
OF BENEFICIAL OWNER SHARES OUTSTANDING
- --------------------------------- ----------- ---------------
<S> <C> <C>
Merrill Lynch & Co., Inc. 751,300 9.00%
World Financial Center, North
Tower
250 Versey Street
New York, New York 10281
The Travelers, Inc. 626,575 7.60%
65 East 55th Street
New York, New York 10022
</TABLE>
5
<PAGE>
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table shows compensation paid by the
Company for services rendered during 1994, 1993 and 1992 to the Chief Executive
Officer and the only other executive officer of the Company whose salary and
bonus exceeded $100,000 in 1994.
<TABLE>
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- -------------------------------------------------- ----------- --------- --------- --------------
<S> <C> <C> <C> <C>
Jerome L. Heinrichs, 1994 $ 150,000 $ 0 $ 17,830(2)
Chairman and Chief Executive Officer 1993 139,164 3,500 0
1992 89,007(1) 0 11,000(3)
Dennis G. Gethmann, 1994 110,000 0 17,702(5)
President and Chief Operating Officer 1993 21,685(4) 0 0
<FN>
- -------------------
(1) The 1992 amounts shown for Mr. Heinrichs are from the date he started
employment with the Company (April 13, 1992) until December 31, 1992.
(2) Represents $13,955 paid by the Company for the annual premium on life
insurance on the executive's life in 1994 pursuant to the Company's
Executive Death Benefit Plan and $3,875 of contributions by the Company
during 1994 pursuant to the Company's Executive Deferred Compensation Plan.
(3) Represents fees paid by the Company to Mr. Heinrichs in 1992 for services
as a director prior to his employment with the Company on April 13, 1992.
(4) The amounts shown for Mr. Gethmann are from the date he started employment
with the Company (October 21, 1993) until December 31, 1993.
(5) Represents $10,536 moving costs paid by the Company to Mr. Gethmann in
1994, $4,260 paid by the Company for the annual premium on life insurance
on the executive's life in 1994 pursuant to the Company's Executive Death
Benefit Plan and $2,906 of contributions by the Company during 1994
pursuant to the Company's Executive Deferred Compensation Plan.
</TABLE>
OPTION EXERCISES IN 1994 AND YEAR-END VALUES TABLE
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE- MONEY
OPTIONS AT OPTIONS AT
FY- END (#) FY-END (#)
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------ --------------------- ------------------- ------------- -------------
<S> <C> <C> <C> <C>
Jerome L. Heinrichs 0 0 25,000 / 0 / 0
50,000
Dennis G. Gethmann 0 0 8,333 / 0 / 0
16,667
</TABLE>
No stock options were granted by the Company during 1994.
6
<PAGE>
EMPLOYMENT AGREEMENTS
The Company and Mr. Heinrichs are parties to an employment agreement dated
April 13, 1992. Mr. Heinrichs receives a base salary of at least $120,000 per
annum plus customary fringe benefits, which base salary is to be reviewed by the
Board of Directors on an annual basis.
The Company and Mr. Gethmann are parties to an employment agreement dated
January 20, 1994. Mr. Gethmann receives a base salary of at least $110,000 per
annum plus customary fringe benefits, which base salary is to be reviewed by the
Board of Directors on an annual basis.
Each employment agreement is terminable by either party thereto at any time
subject to certain notice requirements; provided, that if the Company terminates
an employment agreement without cause (as defined in each employment agreement),
the terminated executive will receive severance pay equal to his normal monthly
pay for a period of two years. If an employment agreement is terminated
following a change in control of the Company (as defined in each employment
agreement), the terminated executive will receive severance payments equal to
200% of his then current annual base salary.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for establishing and administering
the executive compensation and stock option plans for the Company. The Committee
is composed on non-employee directors.
The base salary for the Company's executive officers is reviewed annually by
the Committee. The Committee approved a bonus program in January 1994 which
established a bonus pool based on the Company's increasing Funds From Operations
by at least $.06 per share over 1993 Funds From Operations. Since this target
was not achieved in 1994, no amounts were paid to the executive officers under
the 1994 bonus program.
The Committee also established during 1994 the Executive Death Benefit Plan
and the Executive Deferred Compensation Plan, both of which are designed to
further assist the Company in attracting and retaining executive officers. Under
the Executive Death Benefit Plan, the Company purchased a $300,000 split-dollar
life insurance policy on the Chief Executive Officer and a $225,000 split-dollar
life insurance policy on the President. The executive officer pays the "term"
portion of the annual premium and the Company pays the balance of the annual
premium (which amount must be repaid to the Company from the proceeds of the
policy), which amount is reflected as "all other compensation" in the Summary
Compensation Table. Under the Executive Deferred Compensation Plan, the
executive officers are entitled to defer a portion of their base salary and
annual bonuses. The Company matches up to 50% of such deferrals up to $10,000
per executive per year. Such Company contributions vest 50% after five years and
in installments thereafter. The Company matching contributions, and the interest
credited to the deferred accounts on an annual basis, are included in "all other
compensation" in the Summary Compensation Table.
COMPENSATION OF THE EXECUTIVE OFFICERS
Mr. Heinrichs serves as Chairman and Chief Executive Officer. His base
salary was increased to $150,000 per annum from $120,000 per annum in April
1993. Mr. Heinrichs' former base salary was established under his employment
agreement (see "Employment Agreements"), and $20,000 of the increase in April
1993 was based on performance criteria in his employment agreement. The
Committee made no change in Mr. Heinrichs' base salary in 1994.
7
<PAGE>
Mr. Gethmann was hired as Chief Financial Officer in October 1993 and was
promoted to President and Chief Operating Officer in January 1995. In
conjunction with his promotion, his base salary was increased to $135,000 per
annum from $110,000 per annum in January 1995. His former base salary was
established pursuant to his employment agreement (see "Employment Agreements").
The Compensation Committee
Daniel A. Burkhardt, Chairman
Michael F. Lawler
STOCK PRICE PERFORMANCE GRAPH
The following performance graph compares the performance of the Company's
common stock to the total returns in the Standard and Poor's 500 Stock Index ("S
& P 500 Index") and the National Association of Real Estate Investment Trusts
Total Return Index for Equity REITs ("NAREIT Equity Index"). The performance
graph shows the cumulative, five-year shareholders returns. The graph assumes
that the value of the investment in the Company's common stock, the S & P 500
Index and the NAREIT Equity Index was $100 at December 31, 1989 and that any
dividends were reinvested.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MDI NAREIT EQUITY INDEX S&P 500
<S> <C> <C> <C>
12/31/89 100.00 100.00 100.00
12/31/90 105.71 84.85 96.83
12/31/91 104.48 114.86 126.41
12/31/92 89.76 131.62 136.10
12/31/93 93.72 157.49 149.70
12/31/94 70.11 162.49 151.66
</TABLE>
8
<PAGE>
APPROVAL OF THE 1995 STOCK PLAN
GENERAL
The Company's Board of Directors has adopted the Mid-America Realty 1995
Stock Plan (the "Plan"), subject to shareholder approval. The Board of Directors
recognizes the value of stock incentives in assisting the Company in the hiring
and retaining of management personnel and in enhancing of the long-term
mutuality of interest between the Company shareholders and its directors,
officers and employees. Since only 50,000 shares of common stock remain
available for grant under the Company's current plan, the Board of Directors has
approved the Plan which authorizes the issuance of up to 250,000 shares common
stock.
Under the Plan, the Compensation Committee (the "Committee") of the Board,
composed of non-employee directors, may grant stock options, stock appreciation
rights and restricted stock to officers and other employees of the Company and
its subsidiaries. Non-employee directors will receive a portion of their annual
retainer fees in common stock on a quarterly basis. See "Grants Under the Plan
- -- Non-Employee Directors". The Committee administers the Plan and its
determinations are binding upon all persons participating in the Plan.
The maximum number of shares of common stock that may be issued under the
Plan is 250,000. Any shares of common stock subject to an award which for any
reason are canceled, terminated or otherwise settled without the issuance of any
common stock are again available for awards under the Plan. The number of
grantees may vary from year to year. The number of employees eligible to
participate in the Plan is approximately 20. The maximum number of shares of
common stock with respect to which options, stock appreciation rights or
restricted stock may be issued under the Plan to any one employee shall not
exceed 25% of the aggregate number of shares of common stock that may be issued
under the Plan. If there is a stock split, stock dividend, recapitalization, or
other relevant change affecting the Company's common stock, appropriate
adjustments may be made by the Committee in the number of shares issuable in the
future and in the number of shares and price under all outstanding grants made
before the event.
GRANTS UNDER THE PLAN
STOCK OPTIONS FOR EMPLOYEES. The Committee may grant employees nonqualified
options and options qualifying as incentive stock options. The option price of
either a nonqualified stock option or an incentive stock option will be the fair
market value of the common stock on the date of grant. Options qualifying as
incentive stock options must meet certain requirements of the Internal Revenue
Code, including the requirement that the aggregate fair market value of the
common stock (determined at the time of the grant of the option) with respect to
which such options are exercisable for the first time by an employee during any
calendar year shall not exceed $100,000. To exercise an option, an employee may
pay the option price in cash, or if permitted by the Committee, by delivering
other shares of common stock if such shares have been owned by the optionee for
at least six months. The term of each option will be fixed by the Committee but
may not exceed ten years from the date of grant. The Committee will determine
the time or times when each option is exercisable. Options may be made
exercisable in installments, and the exercisability of options may be
accelerated by the Committee, including acceleration in the event of a
change-in-control of the Company.
NON-EMPLOYEE DIRECTORS. Under the Plan, commencing with the annual term of
directors elected at the 1995 annual shareholders' meeting, each non-employee
director shall receive 50% of the value of the annual
9
<PAGE>
retainer fee in the form of Company common stock. The annual retainer fee shall
be paid in four installments on the last business day of each calendar quarter.
Non-employee directors are not eligible to receive any other form of benefit
under the Plan.
STOCK APPRECIATION RIGHTS. The Committee may grant a stock appreciation
right (an "SAR") in conjunction with an option granted under the Plan or
separately from any option. Each SAR granted in tandem with an option may be
exercised only to the extent that the corresponding option is exercised, and
such SAR terminates upon termination or exercise of the corresponding option.
Upon the exercise of an SAR granted in tandem with an option, the corresponding
option will terminate. SAR's granted separately from options may be granted on
such terms and conditions as the Committee establishes. If an employee exercises
an SAR, the employee will generally receive a payment equal to the excess of the
fair market value at the time of exercise of the shares with respect to which
the SAR is being exercised over the price of such shares as fixed by the
Committee at the time the SAR was granted. Payment may be made in cash, in
shares of Company common stock, or any combination of cash and shares as the
Committee determines.
RESTRICTED STOCK. The Committee may grant awards of restricted stock to
employees under the Plan. The restrictions on such shares shall be established
by the Committee, which may include restrictions relating to continued
employment and Company financial performance. The Committee may issue such
restricted stock awards without any cash payment by the employee, or with such
cash payment as the Committee may determine. The Committee has the right to
accelerate the vesting of restricted shares and to waive any restrictions.
TAX WITHHOLDING. The Committee may permit an employee to satisfy applicable
federal, state and local income tax withholding requirements through the
delivery to the Company of previously-acquired shares of common stock or by
having shares otherwise issuable under the Plan withheld by the Company.
OTHER INFORMATION. Awards under the Plan are not transferable except by
will or the laws of descent and distribution and may be exercised only by the
grantee during his or her lifetime. The Board may terminate the Plan at any time
but such termination shall not affect any stock options, SAR's or restricted
stock then outstanding under the Plan. Unless terminated by action of the Board,
the Plan will continue in effect until December 31, 2004, but awards granted
prior to such date will continue in effect until they expire in accordance with
their terms. The Board may also amend the Plan as it deems advisable. All
material amendments to the Plan must be submitted to the shareholders for their
approval to the extent required by Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 as amended.
FEDERAL INCOME TAX CONSEQUENCES
EMPLOYEE AND COMPANY TAXATION. With respect to incentive stock options, if
the holder of an option does not dispose of the shares acquired upon exercise of
the option within one year from the transfer of such shares to such employee, or
within two years from the date the option to acquire such shares is granted, for
federal income tax purposes (i) the optionee will not recognize any income at
the time of the exercise of the option; (ii) the excess of the fair market value
of the shares as of the date of exercise over the option price will constitute
an "item of adjustment" for purposes of the alternative minimum tax; and (iii)
the difference between the option price and the amount realized upon the sale of
the shares by the optionee will be treated as a long-term capital gain or loss.
The Company will not be allowed a deduction for federal income tax purposes in
connection with the granting of an incentive stock option or the issuance of
shares thereunder.
10
<PAGE>
With respect to the grant of options which are not incentive stock options,
the person receiving an option will recognize no income on receipt thereof. Upon
the exercise of the option, the optionee will recognize ordinary income in the
amount of the difference between the option price and the fair market value of
the shares on the date the option is exercised. The Company will receive an
equivalent deduction at that time.
With respect to restricted stock awards, an amount equal to the fair market
value of the Company shares distributed to the employee (in excess of any
purchase price paid by the employee) will be includable in the employee's gross
income at the time of receipt unless the award is not transferable and subject
to a substantial risk of forfeiture as defined in Section 83 of the Internal
Revenue Code (a "Forfeiture Restriction"). If an employee receives an award
subject to a Forfeiture Restriction, the employee may elect to include in gross
income the fair market value of the award. In the absence of such an election,
the employee will include in gross income the fair market value of the award
subject to a Forfeiture Restriction on the earlier of the date such restrictions
lapse or the date the award becomes transferable. The Company is entitled to a
deduction at the time and in the amount income is included in the gross income
of an employee.
With respect to stock appreciation rights, the amount of any cash (or the
fair market value of any common stock) received upon the exercise of a stock
appreciation right will be subject to ordinary income tax in the year of receipt
and the Company will be entitled to a deduction for such amount.
COMPENSATION DEDUCTION LIMITATION. The 1993 Omnibus Budget Reconciliation
Act ("OBRA") limited to $1 million per year the tax deduction available to
public companies for certain compensation paid to designated executive officers.
OBRA provides an exception from this limitation for certain performance-based
compensation, if various requirements are satisfied. The Plan is designed to
satisfy this exception for stock options and stock appreciation rights issued
thereunder. The Company therefore anticipates being entitled to deduct an amount
equal to the taxable income reportable by a recipient of options or stock
appreciation rights. Additional requirements must be satisfied, including future
shareholder approval of specified performance-based goals, if the issuance of
restricted stock is to satisfy this exception. The Company does not presently
intend to grant a significant number of restricted stock awards to the
designated executive officers. Consequently, the Company does not anticipate
that the deduction limitation will have a material impact on the Plan.
VOTE REQUIRED
The favorable vote of the holders of a majority of the outstanding shares of
common stock present in person or represented by proxy at the meeting is
required for approval of the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE 1995 STOCK
PLAN.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit Committee, has
appointed Deloitte & Touche LLP as the firm of independent certified public
accountants to audit the books and accounts of the Company and its consolidated
subsidiary for the year 1995 subject to ratification by shareholders. Deloitte &
Touche LLP has audited the Company's books and records every year since 1987.
11
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A representative of Deloitte & Touche LLP is expected to be present at the
Annual Meeting, and will have an opportunity to make a statement if such
representative desires to do so and will be available to respond to appropriate
questions by shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF DELOITTE & TOUCHE LLP.
OTHER MATTERS
The Board of Directors does not know of any matter, other than those
described above, that may be presented for action at the Annual Meeting. If any
other matter or proposal should be presented and should properly come before the
meeting for action, the persons named in the accompanying proxy will vote upon
such matter and upon such proposal in accordance with their best judgment.
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Mid-America Realty Investments, Inc.
Proxy for the Annual Meeting of Shareholders to be held on April 26,
1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY
The undersigned hereby constitutes and appoints Jerome L. Heinrichs
and Dennis G. Gethmann, or either of them, with full power of
substitution in each of them, for and on behalf of the undersigned to
vote as proxies, as directed and permitted herein, at the 1995 Annual
Meeting of Shareholders of the Company to be held at the Marriott
Hotel, 10220 Regency Circle, Omaha, Nebraska, on Wednesday, April 26,
1995 at 10:00 a.m., and at any adjournment thereof, upon matters set
forth in the Proxy Statement and, in their judgment and discretion,
upon such other business as may properly come before the meeting.
(Please mark this Proxy and sign and date it on the reverse side
hereof and return it in the enclosed envelope.)
<PAGE>
Please mark in oval in the following manner using dark ink only.
Withhold
For All Nominees
Withhold For Only
The Following Nominee(s):
Vote For All Nominees
Item 1. Election of Directors -- for the following nominees for
Director: Daniel A. Burkhardt, Jerome L. Heinrichs,
E. Stanley Kroenke, Michael F. Lawler, John L. Maginn.
For
Against
Abstain
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
Item 2. Approval of the Company's 1995 Stock Plan.
For
Against
Abstain
Dated , 1995
(Signature of Shareholder)
(Signature of Shareholder)
PLEASE DATE AND SIGN NAME EXACTLY AS IT APPEARS ON THIS CARD AND
RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
Joint owners should each sign. Executors, administrators, trustees,
guardians and corporate officers should give title.
Item 3. Ratify the appointment of independent public
accountants for 1995.
<PAGE>
MID-AMERICA REALTY 1995 STOCK PLAN
SECTION 1
NAME AND PURPOSE
1.1 NAME. The name of the plan shall be the Mid-America Realty
Investments, Inc. 1995 Stock Plan (the "Plan").
1.2. PURPOSE OF PLAN. The purpose of the Plan is to foster and promote the
long-term financial success of the Company and increase stockholder value by (a)
motivating superior performance by means of stock incentives, (b) encouraging
and providing for the acquisition of an ownership interest in the Company by
Employees and (c) enabling the Company to attract and retain the services of a
management team responsible for the long-term financial success of the Company.
SECTION 2
DEFINITIONS
2.1 DEFINITIONS. Whenever used herein, the following terms shall have the
respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Award" means any Option, Stock Appreciation Right or Restricted
Stock, or any combination thereof, including Awards combining two or
more types of Awards in a single grant.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Compensation Committee of the Board, which shall
consist of two or more members, each of whom shall be "disinterested
persons" within the meaning of Rule 16b-3 as promulgated under the
Act.
(f) "Company" means Mid-America Realty Investments, Inc., a Maryland
corporation (and any successor thereto) and its Subsidiaries.
(g) "Director Award" means an award of Stock granted to each Eligible
Director pursuant to Section 7.1 without any action by the Board or
the Committee.
<PAGE>
(h) "Eligible Director" means a person who is serving as a member of the
Board and who is not an Employee.
(i) "Employee" means any employee of the Company or any of its
Subsidiaries.
(j) "Fair Market Value" means, on any date, the closing price of the Stock
as reported on the New York Stock Exchange (or on such other
recognized market or quotation system on which the trading prices of
the Stock are traded or quoted at the relevant time) on such date. In
the event that there are no Stock transactions reported on such
exchange (or such other system) on such date, Fair Market Value shall
mean the closing price on the immediately preceding date on which
Stock transactions were so reported.
(k) "Option" means the right to purchase Stock at a stated price for a
specified period of time. For purposes of the Plan, an Option may be
either (i) an Incentive Stock Option within the meaning of Section 422
of the Code or (ii) a Nonstatutory Stock Option.
(l) "Participant" means any Employee designated by the Committee to
participate in the Plan.
(m) "Plan" means the Mid-America Realty Investments, Inc. 1995 Stock Plan,
as in effect from time to time.
(n) "Restricted Stock" shall mean a share of Stock granted to a
Participant subject to such restrictions as the Committee may
determine.
(o) "Stock" means the Common Stock of the Company, par value $.01 per
share.
(p) "Stock Appreciation Right" means the right, subject to such terms and
conditions as the Committee may determine, to receive an amount in
cash or Stock, as determined by the Committee, equal to the excess of
(i) the Fair Market Value, as of the date such Stock Appreciation
Right is exercised, of the number shares of Stock covered by the Stock
Appreciation Right being exercised over (ii) the aggregate exercise
price of such Stock Appreciation Right.
(q) "Subsidiary" means any corporation or partnership in which the Company
owns, directly or indirectly, 50% or more of the total combined voting
power of all classes of stock of such corporation or of the capital
interest or profits interest of such partnership.
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<PAGE>
2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
words in the masculine gender used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Except as otherwise provided in Section 7.1, the only persons eligible to
participate in the Plan shall be those Employees selected by the Committee as
Participants.
SECTION 4
POWERS OF THE COMMITTEE
4.1 POWER TO GRANT. The Committee shall determine the Participants to
whom Awards shall be granted, the type or types of Awards to be granted, and the
terms and conditions of any and all such Awards. The Committee may establish
different terms and conditions for different types of Awards, for different
Participants receiving the same type of Awards, and for the same Participant for
each Award such Participant may receive, whether or not granted at different
times.
4.2 ADMINISTRATION. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to prescribe, amend, and rescind rules and regulations relating to
the Plan, to provide for conditions deemed necessary or advisable to protect the
interests of the Company, and to make all other determinations necessary or
advisable for the administration and interpretation of the Plan in order to
carry out its provisions and purposes. Determinations, interpretations, or other
actions made or taken by the Committee pursuant to the provisions of the Plan
shall be final, binding, and conclusive for all purposes and upon all persons.
Notwithstanding anything else contained in the Plan to the contrary, neither the
Committee nor the Board shall have any discretion regarding whether an Eligible
Director receives a Director Award pursuant to Section 7.1 or regarding the
terms of any such Director Award, including, without limitation, the number of
shares subject to any such Director Award.
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SECTION 5
STOCK SUBJECT TO PLAN
5.1 NUMBER. Subject to the provisions of Section 5.3, the number of
shares of Stock subject to Awards (including Director Awards) under the Plan may
not exceed 250,000 shares of Stock. The shares to be delivered under the Plan
may consist, in whole or in part, of treasury Stock or authorized but unissued
Stock, not reserved for any other purpose. The maximum number of shares of Stock
with respect to which Awards may be granted to any one Employee under the Plan
is 25% of the aggregate number of shares of Stock available for Awards under
Section 5.1.
5.2 CANCELLED, TERMINATED OR FORFEITED AWARDS. Any shares of Stock
subject to an Award which for any reason are cancelled, terminated or otherwise
settled without the issuance of any Stock shall again be available for Awards
under the Plan.
5.3 ADJUSTMENT IN CAPITALIZATION. In the event of any Stock dividend or
Stock split, recapitalization (including, without limitation, the payment of an
extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to stockholders, exchange of shares, or other similar
corporate change, (i) the aggregate number of shares of Stock available for
Awards under Section 5.1 and (ii) the number of shares and exercise price with
respect to Options and the number, prices and dollar value of other Awards, may
be appropriately adjusted by the Committee, whose determination shall be
conclusive. If, pursuant to the preceding sentence, an adjustment is made to the
number of shares of Stock authorized for issuance under the Plan, a
corresponding adjustment shall be made to the number of shares subject to each
Director Award thereafter granted pursuant to Section 7.1.
SECTION 6
STOCK OPTIONS
6.1 GRANT OF OPTIONS. Options may be granted to Participants at such time
or times as shall be determined by the Committee. Options granted under the
Plan may be of two types: (i) Incentive Stock Options and (ii) Nonstatutory
Stock Options. The Committee shall have complete discretion in determining the
number of Options, if any, to be granted to a Participant. Each Option shall be
evidenced by an Option agreement that shall specify the type of Option granted,
the exercise price, the duration of the Option, the number of shares of Stock to
which the Option pertains, the exercisability (if any) of the Option in the
event of death, retirement, disability or termination of employment, and such
other
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<PAGE>
terms and conditions not inconsistent with the Plan as the Committee shall
determine.
6.2 OPTION PRICE. Nonstatutory Stock Options and Incentive Stock Options
granted pursuant to the Plan shall have an exercise price which is not less than
the Fair Market Value on the date the Option is granted.
6.3 EXERCISE OF OPTIONS. Options awarded to a Participant under the Plan
shall be exercisable at such times and shall be subject to such restrictions and
conditions as the Committee may impose, subject to the Committee's right to
accelerate the exercisability of such Option in its discretion, including the
right to accelerate the exercisability of such Option in the event of a change-
in-control of the Company. Notwithstanding the foregoing, no Option shall be
exercisable for more than ten years after the date on which it is granted.
6.4 PAYMENT. The Committee shall establish procedures governing the
exercise of Options, which shall require that written notice of exercise be
given and that the Option price be paid in full in cash or cash equivalents,
including by personal check, at the time of exercise or pursuant to any
arrangement that the Committee shall approve. The Committee may, in its
discretion, permit a Participant to make payment (i) in Stock already owned by
the Participant valued at its Fair Market Value on the date of exercise (if such
Stock has been owned by the Participant for at least six months) or (ii) by
electing to have the Company retain Stock which would otherwise be issued on
exercise of the Option, valued at its Fair Market Value on the date of exercise.
As soon as practicable after receipt of a written exercise notice and full
payment of the exercise price, the Company shall deliver to the Participant a
certificate or certificates representing the acquired shares of Stock.
6.5 INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to the
contrary, no term of this Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under Section 422
of the Code, or, without the consent of any Participant affected thereby, to
cause any Incentive Stock Option previously granted to fail to qualify for the
Federal income tax treatment afforded under Section 421 of the Code. In
furtherance of the foregoing, (i) the aggregate Fair Market Value of shares of
Stock (determined at the time of grant of each Option) with respect to which
Incentive Stock Options are exercisable for the first time by an Employee during
any calendar year shall not exceed $100,000 or such other amount as may be
required by the Code, (ii) an Incentive Stock Option may not be exercised more
than three months following termination of employment (except as the Committee
may otherwise determine in the event of death or disability), and (iii) if the
Employee receiving
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<PAGE>
an Incentive Stock Option owns Stock possessing more than 10% of the total
combined voting power of all classes of Stock of the Company, the exercise price
of the Option shall be at least 110% of Fair Market Value and the Option shall
not be exercisable after the expiration of five years from the date of grant.
SECTION 7
DIRECTOR AWARDS
7.1 AMOUNT OF AWARD. Beginning with the annual term of Directors
commencing at the 1995 Annual Stockholders' Meeting, each Eligible Director
shall receive 50% of the value of his annual retainer fee in the form of Stock.
The annual retainer fee shall be paid in four installments on the last business
day of each calendar quarter. The number of shares of Stock issued to an
Eligible Director pursuant to this Section 7.1 shall be determined by (i)
dividing 50% of the amount of the Eligible Director's retainer fee payable on
such quarterly date by (ii) the Fair Market Value of a share of Stock on such
date. Whenever under the term of this Section 7.1 a fractional share of Stock
would otherwise be required to be issued, an amount in lieu thereof shall be
paid in cash based upon the Fair Market Value of such fractional share.
7.2 NO OTHER AWARDS. An Eligible Director shall not receive any other
Award under the Plan.
SECTION 8
STOCK APPRECIATION RIGHTS
8.1 SAR's IN TANDEM WITH OPTIONS. Stock Appreciation Rights may be
granted to Participants in tandem with any Option granted under the Plan, either
at or after the time of the grant of such Option, subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine. Each Stock Appreciation Right shall only be exercisable to the
extent that the corresponding Option is exercisable, and shall terminate upon
termination or exercise of the corresponding Option. Upon the exercise of any
Stock Appreciation Right, the corresponding Option shall terminate.
8.2 OTHER STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may also
be granted to Participants separately from any Option, subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine.
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<PAGE>
SECTION 9
RESTRICTED STOCK
9.1 GRANT OF RESTRICTED STOCK. The Committee may grant Restricted Stock
to Participants at such times and in such amounts, and subject to such other
terms and conditions not inconsistent with the Plan as it shall determine. Each
grant of Restricted Stock shall be subject to such restrictions, which may
relate to continued employment with the Company, performance of the Company, or
other restrictions, as the Committee may determine. Each grant of Restricted
Stock shall be evidenced by a written agreement setting forth the terms of such
Award.
9.2 REMOVAL OF RESTRICTIONS. The Committee may accelerate or waive such
restrictions in whole or in part at any time in its discretion.
SECTION 10
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
10.1 GENERAL. The Board may from time to time amend, modify or terminate
any or all of the provisions of the Plan, subject to the provisions of this
Section 10.1; provided, in no event may the Board amend the Plan more than once
every six months. The Board may not change the Plan in a manner which would
prevent outstanding Incentive Stock Options granted under the Plan from being
Incentive Stock Options without the consent of the optionees concerned.
Furthermore, the Board may not make any amendment which would (i) materially
modify the requirements for participation in the Plan, (ii) increase the number
of shares of Stock subject to Awards under the Plan pursuant to Section 5.1,
(iii) materially increase the benefits accruing to Participants under the Plan,
or (iv) make any other amendments which would cause the Plan not to comply with
Rule 16b-3 under the Act, in each case without the consent and approval of the
holders of a majority of the outstanding shares of Stock entitled to vote
thereon. No amendment or modification shall affect the rights of any Employee
with respect to a previously granted Award, nor shall any amendment or
modification affect the rights of any Eligible Director pursuant to a previously
granted Director Award.
10.2 TERMINATION OF PLAN. No further Options shall be granted under the
Plan subsequent to December 31, 2004, or such earlier date as may be determined
by the Board.
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SECTION 11
MISCELLANEOUS PROVISIONS
11.1 NONTRANSFERABILITY OF AWARDS. No Awards granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. All rights with
respect to Awards granted to a Participant under the Plan shall be exercisable
during his lifetime only by such Participant and all rights with respect to any
Director Awards granted to an Eligible Director shall be exercisable during his
lifetime only by such Eligible Director.
11.2 BENEFICIARY DESIGNATION. Each Participant under the Plan may from
time to time name any beneficiary or beneficiaries (who may be named contingent
or successively) to whom any benefit under the Plan is to be paid or by whom any
right under the Plan is to be exercised in case of his death. Each designation
will revoke all prior designations by the same Participant shall be in a form
prescribed by the Committee, and will be effective only when filed in writing
with the Committee. In the absence of any such designation, Awards outstanding
at death may be exercised by the Participant's surviving spouse, if any, or
otherwise by his estate.
11.3 NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the Plan
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company or any
Subsidiary. No Employee shall have a right to be selected as a Participant, or,
having been so selected, to receive any future Awards.
11.4 TAX WITHHOLDING. The Company shall have the power to withhold, or
require a Participant or Eligible Director to remit to the Company, an amount
sufficient to satisfy federal, state, and local withholding tax requirements on
any Award under the Plan, and the Company may defer issuance of Stock until such
requirements are satisfied. The Committee may, in its discretion, permit a
Participant to elect, subject to such conditions as the Committee shall impose,
(i) to have shares of Stock otherwise issuable under the Plan withheld by the
Company or (ii) to deliver to the Company previously acquired shares of Stock,
in each case having a Fair Market Value sufficient to satisfy all or part of the
Participant's estimated total federal, state and local tax obligation associated
with the transaction.
11.5 COMPANY INTENT. The Company intends that the Plan comply in all
respects with Rule 16b-3 under the Act, and any ambiguities or inconsistencies
in the construction of the Plan shall be interpreted to give effect to such
intention.
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11.6 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
shares of Stock shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or securities exchanges as
may be required.
11.7 EFFECTIVE DATE. The Plan shall be effective upon its adoption by the
Board subject to approval by the affirmative vote of the holders of a majority
of the shares of Stock present in person or by proxy at a stockholders' meeting.
11.8 GOVERNING LAW. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Maryland.
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