Total Pages: 20
Exhibit Index on Page: 6
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________________________
MID-AMERICA REALTY INVESTMENTS, INC.
(Exact Name of Issuer as Specified in its Charter)
Maryland 47-0700007
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
11506 Nicholas Street
Suite 100
Omaha, Nebraska 68154
(Address of Principal Executive Offices) (Zip Code)
______________________________________
Mid-America Realty 1995 Stock Plan
(Full Title of the Plan)
______________________________________
Dennis G. Gethmann, President
Mid-America Realty Investments, Inc.
11506 Nicholas Street
Suite 100
Omaha, Nebraska 68154
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service: 402-496-3300
<TABLE>
CALCULATION OF REGISTRATION FEE
=================================================================
Title of Amount to Proposed maxi- Proposed maxi- Amount of
securi- be regis- mum offering mum aggregate registra-
ties to be tered price per offering price tion fee
registered share
__________________________________________________________________
<S> <C> <C> <C> <C>
Common 250,000 $7.875* $1,968,750* $679
Stock
*Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rule 457(c), on the basis of the average of
the high and low sales prices on April 27, 1995.
</TABLE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Mid-America Realty Investments, Inc. (formerly Dial REIT, Inc.) (the
"Company") hereby incorporates by reference in this Registration Statement
the following documents previously filed with the Securities and Exchange
Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the Company's fiscal year ended December 31, 1994.
(c) The description of the Company's common stock contained in a
registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and
to be a part thereof from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws provide that the Company shall indemnify its
directors, officers and employees to the fullest extent permitted by the
Maryland General Corporation Law, including, in limited circumstances,
indemnification for state and federal securities laws violations; provided,
however, that indemnification will only be permitted in those circumstances
in which the director, officer or employee determined in good faith that
his conduct was in the best interest of the Company and such liability or
loss was not the result of negligence or misconduct. The Maryland General
Corporation Law provides for indemnification, under certain circumstances,
of any director, officer or employee for all judgments, penalties, fines,
settlements and reasonable expenses incurred by him in any proceedings to
which he was made a party by reason of his service as a director, employee
or officer. With respect to proceedings alleging federal or state
securities law violations, the Company's By-laws provide for
indemnification with respect to settlements and related expenses incurred
in successfully defending such proceedings on the merits, only if (i) a
court approves the settlement and finds that indemnification of the
settlement and related costs should be made or (ii) a court approves
indemnification of litigation costs if a successful defense is made. The
foregoing statements are subject to the detailed provisions of the Maryland
General Corporation Law and the Company's By-laws.
The Company also maintains a directors and officers liability
insurance policy which insures against certain "wrongful acts" as that term
is defined in the policy. The policy also provides reimbursement to the
Company for any amounts paid by the Company with respect to
indemnification.
ITEM 8. EXHIBITS.
4.1 - Mid-America Realty 1995 Stock Plan
5 - Opinion of McGrath, North, Mullin & Kratz, P.C.
23.1 - Consent of McGrath, North, Mullin & Kratz,
P.C., counsel for the Company (included as part
of Exhibit 5)
23.2 - Consent of Deloitte & Touche LLP
24 - Powers of Attorney
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however that paragraph (A)(l)(i) and (A)(l)(ii) do
not apply if the information required to be included in a
post-effective amendment by the foregoing paragraphs is
contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Mid-
America Realty Investments, Inc., a Maryland corporation, certifies that it
has reasonable grounds to believe that it meets all the requirements for
filing on Form S-8, and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Omaha, and the State of Nebraska, on this 28th day of April, 1995.
Mid-America Realty Investments, Inc.
By: /s/ Dennis G. Gethmann
______________________________
Dennis G. Gethmann, President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities indicated on the 28th day of
April, 1995.
SIGNATURE TITLE
/s/ Jerome L. Heinrichs
_________________________ Chief Executive Officer and Director
Jerome L. Heinrichs
/s/ Dennis G. Gethmann
_________________________ President and Chief Financial
Officer Dennis G. Gethmann (Principal Financial and
Accounting
Officer)
Michael F. Lawler* Director
Daniel A. Burkhardt* Director
E. Stanley Kroenke Director
John L. Maginn* Director
*This registration statement has been signed by the
undersigned as attorney-in-fact on behalf of each person so
indicated pursuant to a power of attorney duly executed by each
such person.
By: /s/ Dennis G. Gethmann
_________________________________
Dennis G. Gethmann
Attorney-in-Fact
INDEX OF EXHIBITS
PAGE
NUMBER DESCRIPTION NO.
4.1 - Mid-America Realty 1995 Stock Plan........... 7
5 - Opinion of McGrath, North, Mullin &
Kratz, P.C................................. 16
23.1 - Consent of McGrath, North, Mullin & Kratz,
P.C., counsel for the Company
(included as part of Exhibit 5)
23.2 - Consent of Deloitte & Touche LLP............. 17
24 - Powers of Attorney........................... 18
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.
(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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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.
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
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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 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.
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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 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.
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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.
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
-6-
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.
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
-7-
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.
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
-8-
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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EXHIBIT 5
MCGRATH, NORTH, MULLIN & KRATZ
1400 One Central Park Plaza
Omaha, Nebraska 68102
(402) 341-3070
April 28, 1995
Mid-America Realty Investments, Inc.
11506 Nicholas Street
Suite 100
Omaha, Nebraska 68154
Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended, of 250,000 shares of common stock
(the "Common Stock"), $.01 par value, of Mid-America Realty
Investments, Inc., a Maryland corporation (the "Company"),
authorized for issuance pursuant to the Company's 1995 Stock Plan
(the "Plan"), we have examined such corporate records and other
documents, including the registration statement on Form S-8 to be
filed with the Securities and Exchange Commission relating to
such shares (the "Registration Statement"), and have reviewed
such matters of law as we have deemed necessary for this opinion.
Based on such examination, we advise you that in our opinion:
1. The Company is a corporation duly organized and
existing under the laws of the State of Maryland.
2. Upon the issuance of shares in accordance with the
Plan, all necessary corporate action on the part of the Company
will have been taken to authorize the issuance of up to 250,000
shares of Common Stock by the Company, and when issued as
contemplated in the Registration Statement and related documents,
such shares will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Yours very truly,
MCGRATH, NORTH, MULLIN & KRATZ,
P.C.
By: /s/ David L. Hefflinger
David L. Hefflinger
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Mid-America Realty Investments, Inc. on Form S-8 of
the report of Deloitte & Touche LLP dated February 17, 1995,
appearing in and incorporated by reference in the Annual Report
on Form 10-K of Mid-America Realty Investments, Inc. for the year
ended December 31, 1994.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Omaha, Nebraska
April 28, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Mid-America Realty Investments, Inc., a Maryland
corporation (the "Company"), hereby constitutes and appoints
Dennis G. Gethmann his true and lawful attorney-in-fact and
agent, with full power to act for him and in his name, place and
stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company
to comply with the Securities Act of 1933, as amended, and any
rules regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration on Form S-8 under said Act of 250,000 shares of
common stock of this corporation, which may be offered for sale
under the Company's 1995 Stock Plan, including specifically, but
without limiting the generality of the foregoing, power and
authority to sign the name of the Company and the name of the
undersigned Director to the registration statement, any
amendments (including post-effective amendments) thereto, and to
any instruments and documents filed as part of or in connection
with said registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 26th day of April, 1995.
/s/ Michael F. Lawler
_______________________________
Michael F. Lawler, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Mid-America Realty Investments, Inc., a Maryland
corporation (the "Company"), hereby constitutes and appoints
Dennis G. Gethmann his true and lawful attorney-in-fact and
agent, with full power to act for him and in his name, place and
stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company
to comply with the Securities Act of 1933, as amended, and any
rules regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration on Form S-8 under said Act of 250,000 shares of
common stock of this corporation, which may be offered for sale
under the Company's 1995 Stock Plan, including specifically, but
without limiting the generality of the foregoing, power and
authority to sign the name of the Company and the name of the
undersigned Director to the registration statement, any
amendments (including post-effective amendments) thereto, and to
any instruments and documents filed as part of or in connection
with said registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 26th day of April, 1995.
/s/ Daniel A. Burkhardt
_______________________________
Daniel A. Burkhardt, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Mid-America Realty Investments, Inc., a Maryland
corporation (the "Company"), hereby constitutes and appoints
Dennis G. Gethmann his true and lawful attorney-in-fact and
agent, with full power to act for him and in his name, place and
stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company
to comply with the Securities Act of 1933, as amended, and any
rules regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration on Form S-8 under said Act of 250,000 shares of
common stock of this corporation, which may be offered for sale
under the Company's 1995 Stock Plan, including specifically, but
without limiting the generality of the foregoing, power and
authority to sign the name of the Company and the name of the
undersigned Director to the registration statement, any
amendments (including post-effective amendments) thereto, and to
any instruments and documents filed as part of or in connection
with said registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this _____ day of April, 1995.
/s/ John L. Maginn
_______________________________
John L. Maginn, Director
