<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Milwaukee Land Company
- --------------------------------------------------------------------------------
(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):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),or 14a-6(i)(2) or
Item 22(a)(2).
[_] $500 per each party to the controversey 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:
-------------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how
it was determined.
-------------------------------------------------------------------------
[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
MILWAUKEE LAND COMPANY
547 W. JACKSON BLVD.
CHICAGO, ILLINOIS 60661
July 28, 1997
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of Milwaukee
Land Company which will be held on Wednesday, September 17, 1997 at 10:00 A.M.
local time, at The LaSalle National Bank, 135 South LaSalle Street, Suite 260,
Chicago, Illinois 60603.
The matters scheduled for consideration at the Annual Meeting are (i) the
election of directors, (ii) the ratification of the Board of Directors'
selection of Ernst & Young LLP as independent auditors for the Company for 1997
and (iii) the amendment of the Company's Certificate of Incorporation to change
the Company's name from "Milwaukee Land Company" to "Heartland Technology,
Inc." The Notice of Meeting and Proxy Statement which appear on the
following pages contain details on these matters, to which you are urged to give
your attention.
Whether or not you intend to be present in person or to be otherwise
represented at the meeting, you are requested to complete, sign and date the
enclosed proxy card and return it in the enclosed envelope. This action will not
limit your right to revoke your proxy in the manner described in the
accompanying Proxy Statement or to vote in person if you wish to attend the
Annual Meeting and vote personally.
Sincerely,
Clarence G. Frame
Chairman of the Board
<PAGE>
MILWAUKEE LAND COMPANY
547 W. JACKSON BLVD.
CHICAGO, ILLINOIS 60661
Notice of Annual Meeting of Stockholders
To Be Held on September 17, 1997
Chicago, Illinois
July 28, 1997
The Annual Meeting of Stockholders of Milwaukee Land Company (the
"Company") will be held at The LaSalle National Bank, 135 South LaSalle Street,
Suite 260, Chicago, Illinois 60603 on Wednesday, September 17, 1997, at 10:00
A.M. local time, for the following purposes:
1. To elect directors;
2. To ratify the Board of Directors' selection of Ernst & Young LLP
as independent auditors of the Company for 1997;
3. To consider and vote upon an amendment to the Company's
Certificate of Incorporation to change the Company's name from "Milwaukee
Land Company" to "Heartland Technology, Inc."; and
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on Thursday,
July 17, 1997, as the record date for the determination of stockholders entitled
to notice of, and to vote at, the meeting and at any adjournment or adjournments
thereof.
Whether or not you intend to be present in person or to be otherwise
represented at the meeting, you are requested to complete, sign and date the
enclosed proxy card and return it in the enclosed envelope. This action will not
limit your right to revoke your proxy in the manner described in the
accompanying Proxy Statement or to vote in person if you wish to attend the
Annual Meeting and vote personally.
By order of the Board of Directors
Leon F. Fiorentino
Secretary
<PAGE>
MILWAUKEE LAND COMPANY
547 W. JACKSON BLVD.
CHICAGO, ILLINOIS 60661
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 17, 1997
---------------
This proxy statement is furnished to the stockholders of Milwaukee
Land Company (the "Company" or "MLC") in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders of the Company (the "Annual Meeting") to be held on Wednesday,
September 17, 1997, at 10:00 A.M. local time, at The LaSalle National Bank, 135
South LaSalle Street, Suite 260, Chicago, Illinois 60603, and at any adjournment
or adjournments thereof, for the purposes set forth in the accompanying Notice
of Annual Meeting. This Proxy Statement and the accompanying form of proxy are
first being mailed to stockholders of the Company on or about July 28, 1997.
The enclosed form of proxy, if executed, may be revoked by the person
giving it at any time before it is voted by giving written notice of revocation
to the Secretary of the Company. Unless otherwise directed, properly executed
proxies received by the Company prior to the close of polls will be voted FOR
the election of the persons listed herein as nominees to the Board of Directors
of the Company, FOR the ratification of the Board of Directors' selection of
Ernst & Young LLP as independent auditors of the Company for 1997, FOR the
amendment to the Company's Certificate of Incorporation to change the Company's
name from "Milwaukee Land Company" to "Heartland Technology, Inc." and, on other
business that may properly come before the Annual Meeting, as the named proxies
in their sole discretion decide. If a contrary specification has been made on
the proxy, the shares will be voted in accordance with the specification.
The close of business on Thursday, July 17, 1997, is the date fixed
by the Board of Directors for the determination of stockholders of record
entitled to notice of, and to vote at, the Annual Meeting. On July 17, 1997,
there were issued and outstanding 1,671,238 shares of Common Stock, par value
of $.30, of the Company ("Common Stock"). Each share of Common Stock is
entitled to one vote with respect to each matter to be voted upon. At all
meetings of the stockholders at which a quorum is present, a plurality of the
votes cast shall elect directors. Consequently, only shares that are voted in
favor of a particular nominee will be counted toward such nominee's attaining
a plurality. Shares present at the meeting that are not voted for a
particular nominee or shares present by proxy where the stockholder properly
withholds authority to vote for such nominee (including broker non-votes)
will not be counted toward such nominee's attainment
<PAGE>
of a plurality. Approval of the proposal to amend the Company's Certificate of
Incorporation to change the Company's name requires the affirmative vote of
holders of a majority of the outstanding shares. Approval of the proposal to
ratify the appointment of the independent auditors requires the affirmative vote
of the holders of a majority of common stock present in person or represented by
proxy.
The Company's 1996 Annual Report, which includes the Company's
statement of assets and liabilities at December 31, 1996, statement of
operations for the fiscal year ended December 31, 1996 and statement of changes
in net assets for the fiscal years ended December 31, 1996 and 1995, was mailed
to stockholders prior to the mailing of this Proxy Statement. ANY STOCKHOLDER
MAY OBTAIN A COPY OF THE 1996 ANNUAL REPORT, WITHOUT CHARGE, BY CONTACTING THE
SECRETARY OF THE COMPANY AT 547 W. JACKSON BLVD., SUITE 1510, CHICAGO, IL 60661
OR BY CALLING (800) 962-6247.
The Board of Directors of the Company is soliciting proxies from
stockholders for use at the Annual Meeting. The expense of this solicitation
will be borne by the Company. Officers and employees of the Company, in the
ordinary course of business and at nominal expense, may supplement this
solicitation by mail, telephone call, telegraph or letter, for which they will
be reimbursed for out-of-pocket expenses but will receive no additional
compensation. The Company has retained D.F. King & Co., Inc. to assist in the
distribution of proxy solicitation materials and with the solicitation of
proxies, at a cost of approximately $4,000. Brokers or other persons holding
stock in their names or in the names of their nominees will, upon request, be
reimbursed for their actual expenses in forwarding proxies and proxy material to
the beneficial owners of such stock.
1. ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. The directors of
each class will be elected by holders of the Common Stock at the annual meeting
of stockholders held in the year in which the term for such class expires and
will serve thereafter for three years. The terms of office expire for the Class
I Directors in 1997, for the Class II Directors in 1998 and for the Class III
Directors in 1999. The Board of Directors has nominated Mr. Robert S. Davis for
re-election as a Class I Director. The Board of Directors has elected Mr. Alan
Andreini as a Class I Director to increase the size of the Board of Directors
and has nominated Mr. Andreini for re-election as a Class I Director. The Board
of Directors has also elected Mr. John R. Torell III as a Class III Director to
fill an existing vacancy.
The following table sets forth certain information with respect to the
current directors and nominees for election:
2
<PAGE>
<TABLE>
<CAPTION>
Position(s) Held With MLC,
Directorships of Publicly-Held Companies and
Name Age Principal Occupation During Past 5 Years
---- --- ----------------------------------------
<S> <C> <C>
DIRECTOR NOMINEES:
- -----------------
Class I Directors
Robert S. Davis............ 82 Director of MLC (Class I) (since October
1988); Chairman of the Audit Committee of
MLC; self-employed consultant (for more than
the past five years); Senior Vice President
(1978-79), St. Paul Companies (insurance),
St. Paul, Minnesota.
Alan Andreini.............. 50 President and Chief Operating Officer (since
April 1997), InterWorld Corporation
([industry]) [location]; Senior Vice
President (1986-1994), Executive Vice
President (1994-1997) and Director
([period]), Comdisco (technology services),
Rosemont, Illinois; Vice President (1973-
1978), Salomon Brothers, New York, New York
and London, England. Mr. Andreini also serves
as a Director for Hugoton Energy Corporation,
Youth Services Corporation and Astor
Corporation.
NEW DIRECTOR:
- -------------
Class III Director
John R. Torell III ........ 57 Chairman (since 1990), Torell Management, Inc.
(financial advisory), New York, New York;
Chairman and Chief Executive Officer (1990-
1994), Fortune Bancorp (banking), Tampa,
Florida; Chairman, President and Chief
Executive Officer (1988-1989), CalFed, Inc.
(banking), Los Angeles, California; President
(1982-1988), Manufacturers Hanover Corporation
(banking), New York, New York. Mr. Torell also
serves as a Director of American Home Products
Corporation, The Paine Webber Group, Inc. and
Volt Information Sciences, Inc.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Position(s) Held With MLC,
Directorships of Publicly-Held Companies and
Name Age Principal Occupation During Past 5 Years
---- --- ----------------------------------------
<S> <C> <C>
CONTINUING DIRECTORS:
- --------------------
Class II Directors
Clarence G. Frame.......... 78 Chairman of the Board of MLC (since September
1990); Director of MLC (Class II) (since
November 1985); member of the Executive and
Investment Committees of MLC; Chairman of the
Board (1984-1989) and Chief Executive
Officer (1986-1989), Tosco Corporation (oil
refiner), Stamford, Connecticut. Mr. Frame
also serves as a Director of Independence One
Mutual Funds**, Voyageur Mutual Funds** and
Tosco Corporation.
Ezra K. Zilkha............. 71 Director of MLC (Class II) (since October
1988); member of the Executive and Audit
Committees and Chairman of the Investment
Committee of MLC; President and Director
(since 1956) Zilkha & Sons, Inc.
(investments), New York, New York. Mr.
Zilkha is also a Director of Newhall Land and
Farming Company and was a Director of Cigna
Corporation until April 24, 1996.
Class III Director
Edwin Jacobson*............ 68 President, Chief Executive Officer (since
September 1990) and Director of MLC (Class
III) (since November 1985); member of the
Executive and Investment Committees of MLC;
President and Chief Executive Officer (since
February 27, 1994) and Chairman of the
Executive Committee (since June, 1992) of
Avatar Holdings Inc. (real estate, water and
wastewater utilities operations).
</TABLE>
- ----------------
*Directors who are "interested persons" of the Company, as defined in the
Investment Company Act of 1940, as amended, by virtue of their status as
officers of the Company.
**Mr. Frame serves as a trustee/director of 42 funds in the Independence One
Mutual Funds complex and 5 funds in the Voyageur Mutual Funds complex.
4
<PAGE>
Meetings of the Board of Directors and Committees
During 1996, the Board of Directors of the Company held four meetings.
The Board of Directors has established an Executive Committee, an Audit
Committee and an Investment Committee. The Executive Committee, comprised of
Messrs. Frame, Jacobson and Zilkha, did not hold a meeting in 1996. The
Executive Committee, subject to certain exceptions, is empowered to assume the
power of the Board of Directors when it is not in session, including the
functions of compensation review and board nominations. The Audit Committee held
one meeting in 1996. Messrs. Davis and Zilkha are members of the Audit
Committee. The principal functions of the Audit Committee are to select the
Company's independent auditors, to approve the overall scope of the audit, to
review results of the operations of the Company and to review the Company's
system of internal controls. The Investment Committee, which includes Messrs.
Frame, Jacobson and Zilkha, did not hold a meeting in 1996. The Investment
Committee was established in early 1986 to provide investment policies and
guidelines to the management of the Company. Each director attended 75% or more
of the total number of meetings of the Board of Directors and meetings of all
committees of the Board of Directors on which he serves.
EXECUTIVE OFFICERS
The following table sets forth certain information with regard to executive
officers of the Company who do not serve as directors.
Position(s) Held with the
Company and Principal
Name Age Occupation During Past 5 Years
---- --- ------------------------------
Lawrence S. Adelson........ 47 Vice President and General Counsel of the
Company (since October 1988); Vice President
and General Counsel of CMC (since November
1988); General Counsel of CMC Real Estate
Corporation (1985-1989).
Leon F. Fiorentino......... 72 Vice President - Finance, Secretary and
Treasurer (since September, 1990); Vice
President - Finance (since May 1981),
Treasurer (since May 1982) and Secretary
(since May 1984) of CMC.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
Set forth below is certain information concerning persons who are
known by the Company to be beneficial owners of more than 5% of the outstanding
shares of the Company's Common Stock as of the date shown in the corresponding
footnote.
5
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares of Percent
Name and Address of Common of
Beneficial Owner (i) Stock Owned Class
-------------------- ----------- -----
<S> <C> <C>
Schedule 13D Group (ii)
- --Ezra K. Zilkha
767 Fifth Avenue
New York, New York 10153 ................... 87,500 5.2%
====== ====
Spears, Benzak, Salomon & Farrell, Inc. (iii)
45 Rockefeller Plaza
New York, New York 10111 ................... 496,780 29.7%
======= =====
MSR Capital Partners (iv)
One Embarcadero Center - Suite 2330
San Francisco, CA 94111 ................... 106,000 6.3%
======= ====
</TABLE>
- ----------------
(i) Nature of ownership is direct, except as otherwise indicated herein.
(ii) Based on a statement filed on Schedule 13D, as amended through January
10, 1996, this Schedule 13D Group currently consists of Ezra K. Zilkha,
The Zilkha Foundation, Inc. and Zilkha & Sons, Inc. All shares are held
directly with sole voting and investment power except for 1,500 shares
owned by Ezra Zilkha's wife, as to which Mr. Zilkha shares voting and
dispositive power, 15,000 shares owned by the Zilkha Foundation, Inc. as
to which Mr. Zilkha may be deemed to share voting and dispositive power
with the other directors and officers of this foundation and 24,500
shares owned by Zilkha & Sons, Inc. as to which Mr. Zilkha may be deemed
to be a beneficial owner.
(iii) Based on a statement filed on Schedule 13G, as amended through February
14, 1997, Spears, Benzak, Salomon & Farrell, Inc. ("Spears") serves as an
investment advisor for a variety of individuals, groups and corporations
with whom Spears shares the power to dispose or direct the disposition of
such shares of the Company's Common Stock with various customers for whom
the shares were purchased. However, in each case the customer has the
ultimate power to dispose and may at any time revoke Spears' authority to
dispose. Spears has no power to vote or direct the vote of such shares.
(iv) Based on a statement filed on Schedule 13D dated January 10, 1996, MSR
Capital Partners, a California Limited Partnership organized to purchase,
hold for investment and sell marketable securities, has sole voting and
dispositive power with respect to the shares owned.
6
<PAGE>
Security Ownership of Management
Set forth in the following table is certain information concerning the
beneficial ownership of the Company's Common Stock by each director, each
nominee for election as director and by all directors, officers and nominees as
a group as of February 3, 1997:
<TABLE>
<CAPTION>
Number of
Name of Beneficial Shares of Percent
Owner and Number of Common Stock of
Persons in Group(i) Owned Class
------------------ ------------ -------
<S> <C> <C>
Alan Andreini........................................................ -- --%
Robert S. Davis...................................................... 1,000 --%
Clarence G. Frame.................................................... 500 --%
Edwin Jacobson....................................................... 24,500 1.5%
John R. Torell III................................................... 5,000 --%
Ezra K. Zilkha(ii)................................................... 87,500 5.2%
All directors, officers and nominees of the Company
(7 persons)....................................................... 118,500 6.8%
</TABLE>
- -------------------------------
(i) Nature of ownership is direct, except as otherwise indicated herein.
Unless shown, ownership is less than 1% of class.
(ii) Mr. Zilkha is a member of a Schedule 13D Group previously described, which
collectively owns approximately 5.2% of the outstanding shares of the
Company's Common Stock. Included in the table are 1,500 shares owned by
Mr. Zilkha's wife to which Mr. Zilkha shares voting and dispositive power,
15,000 shares owned by The Zilkha Foundation, Inc. as to which Mr. Zilkha
may be deemed to share voting and dispositive power with the directors and
officers of this foundation and 24,500 shares owned by Zilkha & Sons, Inc.
as to which Mr. Zilkha may be deemed to be a beneficial owner.
7
<PAGE>
Executive Compensation
The following table sets forth the cash compensation paid by MLC for
the fiscal year ended December 31, 1996 to (i) each of the directors of the
Company and (ii) to the executive officer of the Company whose aggregate
compensation paid by the Company exceeded $60,000.
<TABLE>
<CAPTION>
Aggregate Compensation
From the Company
Name and Position ----------------------
------------------
<S> <C>
Robert S. Davis.................................... $12,000
Director
Clarence G. Frame.................................. $25,000
Director, Chairman of the Board of Directors
Edwin Jacobson(i).................................. $90,000
Director, President and Chief Executive Officer
Ezra K. Zilkha..................................... $12,750
Director
</TABLE>
- ----------------
(i) The compensation received by Mr. Jacobson from the Company was in his
capacity as President and Chief Executive Officer of the Company. Mr.
Jacobson does not receive any compensation from the Company for his
services as director.
The Company has a deferred compensation arrangement for its officers
and directors. The Company's insurance benefit programs are non-discretionary.
The Board of Directors and the Stockholders of the Company have approved an
Incentive and Capital Accumulation Plan (the "Plan"). The Plan is conditioned
upon the entry of an order by the Securities and Exchange Commission under
Section 8(f) of the Investment Company Act of 1940, as amended, (for which the
Company has applied) declaring that the Company has ceased to be an investment
company. If such an order is not entered, the Company will seek exemptive relief
to implement the Plan.
8
<PAGE>
Employment Agreement
Edwin Jacobson, the President and Chief Executive Officer of the
Company, entered into an amendment to his employment agreement with the Company
effective upon the completion of the acquisition of P.G. Design Electronics on
May 30, 1997, which extended the term of his employment by approximately four
years and increased his annual base salary by $85,000. Pursuant to his
employment agreement (the "Employment Agreement"), Mr. Jacobson will continue to
serve as the President and Chief Executive Officer of the Company until May 30,
2002. The Employment Agreement provides for an annual base salary of $175,000,
all or a portion of which may be deferred at Mr. Jacobson's election.
During the term of the Employment Agreement, Mr. Jacobson will have
the right to continue his employment with CMC Heartland Partners ("CMC
Heartland") and to pursue other employment and business activities not in
competition with the activities of the Company (after prior notice of such
activities has been delivered by him to the Chairman of the Executive Committee
of the Board of Directors of the Company), and will not be obligated to devote
full time to the activities of the Company. Mr. Jacobson will, however, be
required to devote an amount of time to the activities of the Company determined
by the Board of Directors of the Company to be required of him to accomplish the
business objectives of the Company.
2. RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors recommends that the stockholders ratify the
Board of Directors' selection of Ernst & Young LLP as independent auditors for
the Company for the year ending December 31, 1997. Ernst & Young LLP has served
as the Company's principal auditor since 1993.
For the year ended December 31, 1996, Ernst & Young LLP examined the
financial statements of the Company and provided consultation on financial
accounting and reporting matters. Representatives of Ernst & Young LLP met with
the Audit Committee on February 18, 1997 to discuss the results of the 1996
annual audit and other matters. Audit fees and expenses for the 1996 annual
audit amounted to approximately $13,000. Representatives of Ernst & Young LLP
will be present at the Annual Meeting and will have an opportunity to make a
statement if they desire to do so. They also will be available to respond to
appropriate questions presented at the Annual Meeting.
The Board of Directors recommends a vote FOR this proposal.
9
<PAGE>
3. AMENDMENT TO CERTIFICATE OF INCORPORATION
The Board of Directors has approved and recommends the adoption by the
stockholders of the Company of the following amendment to the Company's
Certificate of Incorporation, which would change the Company's name from
"Milwaukee Land Company" to "Heartland Technology, Inc.":
"Article First of the Company's Certificate of Incorporation is
hereby amended to read as follows:
FIRST: The name of the Corporation is Heartland Technology,
Inc."
The Board of Directors has approved and recommends the change in the
Company's name because it believes the name Heartland Technology, Inc. more
accurately reflects the Company's new focus on technology-based operating
businesses, while also reflecting the Company's participation in the business of
real estate development as general partner of Heartland Partner, L.P. and CMC
Heartland.
If approved by stockholders at the Annual Meeting, the new name will
become effective upon the filing of an amendment to the Certificate of
Incorporation with the Secretary of State of the State of Delaware. The change
in corporate name will not affect the validity or transferability of stock
certificates presently outstanding, and the Company's stockholders will not be
required to exchange stock certificates to reflect the new name. Stockholders
should keep the certificates they now hold, which will continue to be valid, and
should not be sent to the Company or its transfer agent.
The Board of Directors recommends a vote FOR the proposed amendment.
INTERESTS IN PARTNERSHIPS AND RELATED TRANSACTIONS
The Company has a 1% general partnership interest in Heartland
Partners, L.P. ("Heartland") which entitles the Company to 1% of Heartland's
available cash for distribution and allocation of taxable income and loss. The
Company also has a .01% general partnership interest in CMC Heartland which
entitles the Company to .01% of CMC Heartland's available cash for distribution
and an allocation of taxable income and loss before distributions and
allocations are made by Heartland. The Company's interests in Heartland and CMC
Heartland (collectively, the "Partnerships"), including the Class B Interest in
Heartland described below, were included in investments at a value of $7,589,129
at December 31, 1996.
The Company, in its capacity as the general partner of Heartland and
the managing partner of CMC Heartland, has full, exclusive and complete
discretion to manage the business and affairs of the Partnerships and is
authorized in general to perform all acts necessary or appropriate to carry out
the purposes and conduct the business of the Partnerships.
In general, the Class B Interest entitles the holder to .5% of
Heartland's available cash for distribution and allocations of taxable income
and loss. In addition, items of deduction, loss, credit and expense attributable
to the satisfaction of Plan Liabilities (as defined below) are specially
allocated 99% to the holder of the Class B Interest and 1% to the Company as the
general partner until the aggregate amount of all such items allocated to the
Class B Interest equals to the aggregate capital contribution with respect to
the Class B Interest. If the aggregate amount of such items specially allocated
to the holder of the Class B Interest is less than the amounts contributed
10
<PAGE>
by such holder to Heartland, such excess will be reflected in the capital
account of the Class B Interest. Plan Liabilities consist of most of the
liabilities for claims remaining under the plan of reorganization of the
predecessor of CMC Real Estate Corporation, formerly a wholly-owned subsidiary
of CMC, and previously named the Chicago Milwaukee, St. Paul and Pacific
Railroad Company (the "Railroad"), certain other contingent liabilities with
respect to the properties transferred to CMC Heartland arising after the
consummation of such plan and the costs and expenses incurred in resolving such
plan and other contingent liabilities, for which the Partnerships have assumed
primary liability.
The Company has a management agreement with CMC Heartland, pursuant to
which CMC Heartland is required to pay to the Company an annual management fee
in the amount of $425,000. On December 31, 1996, the Company received $1,180,853
related to previously accrued management fees including $107,331 for interest
related to past due amounts. The 1996 accrued management fee in the amount of
$425,000 was paid on February 14, 1997.
For the year ended December 31, 1996, the Company paid CMC Heartland
approximately $141,000 for staff salary and operating expense allocations.
STOCKHOLDERS PROPOSALS FOR THE 1998 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder who wishes to present a proposal for action at the
next annual meeting of stockholders and who wishes to have it set forth in the
proxy statement and identified in the form of proxy prepared by the Company must
notify the Company in such manner so that such notice is received by the Company
by February 24, 1998 and in such form as is required under the rules and
regulations promulgated by the Securities and Exchange Commission.
OTHER MATTERS
OFFITBANK, 520 Madison Avenue, New York, New York 10022, served as an
investment adviser to the Company until June 2, 1997 on which date the agreement
was terminated.
The Board of Directors of the Company knows of no other matters that
are intended to be brought before the Annual Meeting. If other matters, of which
the Board of Directors is not aware, are presented for action, it is the
intention of the proxies named in the enclosed form of proxy to vote on such
matters in their sole discretion.
By order of the Board of Directors,
Leon F. Fiorentino
Secretary
July 28, 1997
11
<PAGE>
PROXY MILWAUKEE LAND COMPANY
- --------------------------------------------------------------------------------
Annual Meeting of Stockholders - September 17, 1997
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints EDWIN JACOBSON, LEON F. FIORENTINO AND LAWRENCE
S. ADELSON and each or any of them, as proxies, with full power of substitution,
to vote all shares of Common Stock of MILWAUKEE LAND COMPANY represented by this
proxy which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on September 17, 1997, and at any adjournments thereof,
with all powers the undersigned would possess if personally present at such
meeting.
The Board recommends a Vote FOR Proposals 1, 2 and 3
1. Election of Directors
Robert S. Davis FOR [ ] WITHHOLD AUTHORITY [ ]
Alan Andreini FOR [ ] WITHHOLD AUTHORITY [ ]
2. Ratification of selection of Ernst & Young LLP as the Company's independent
auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Amendment to Certificate of Incorporation.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their sole discretion on any other matters properly coming before the
meeting or any adjournment or adjournments thereof.
(Please DATE AND SIGN on the reverse side and return promptly
in the enclosed envelope.)
<PAGE>
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
FOR each nominee listed in Proposal 1, FOR Proposals 2 and 3, and in the sole
discretion of the Proxies upon such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Dated __________________________, 1997
________________________________
________________________________
Signature
IMPORTANT: Please DATE AND SIGN exactly as your name appears hereon. When
signing as executor, administrator, trustee, agent, attorney,
guardian, or corporate officer, please set forth your full title.
Joint owners should each sign.
