S.E.C. FILING
MASTER REALTY PROPERTIES, INC.
f/k/a MASTER MORTGAGE INVESTMENT FUND, INC.
PRE 14A
December 31, 1996
Filed: May 13, 1997
TABLE OF CONTENTS
NOTICE OF MEETING
VOTING ISSUES
GENERAL SUMMARY INTRODUCTION
SHAREHOLDER PROPOSALS
BENEFICIAL OWNERSHIP
BOARD OF TRUSTEES
EXECUTIVE COMPENSATION
PERFORMANCE GRAPH
CERTAIN TRANSACTIONS
RECAPITALIZATION
EXTENSION OF LIFE OF COMPANY
ELECTION OF TRUSTEES
APPOINTMENT OF AUDITORS
<<NOTICE OF MEETING>>
Master Realty Properties, Inc.
712 Broadway, Suite 700
Kansas City, MO 64105
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
<<VOTING ISSUES>> Notice is hereby given that the 1996 Annual Meeting of the
shareholders of Master Realty Properties, Inc. (the "Company") will be held
at 612 Central, Kansas City, Missouri 64105, on _______________, 1997 at
10:00 a.m. for the following purposes:
1. To consider and vote upon a plan of recapitalization, pursuant to
which the Common Stock and Preferred Stock of the Company would be
consolidated via a 2,500-to-1 reverse split; the issuance and existence of
fractional shares will be prohibited; and the Articles of Incorporation of
the Company would be amended to authorize 50,000 Common Shares and 1,000
Preferred Shares.
2. To consider and vote upon an amendment to the Articles of
Incorporation of the Company to extend the life of the Company in perpetuity.
3. To elect trustees for the terms expiring at the Annual Meeting of
Shareholders.
4. To vote on the recommendation of management that Mayer, Hoffman
& McCann be appointed auditors of the Company for 1997.
5. To transact such other business as may properly come before the
Annual Meeting.
The close of business on ________________, 1997 has been fixed as the
record date for the determination of shareholders entitled to notice of, and
to vote at the Annual Meeting.
Please be advised that the Annual Report to Shareholders of the Company
for the fiscal year ended December 31, 1996 is included with this mailing to
all shareholders of record.
By Order of the Board of Trustees
Byron Constance,
Secretary
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual
Meeting, please sign and date the enclosed Proxy and mail it promptly in the
envelope provided for your convenience, which requires no postage if mailed
in the United States.
<<PROXY-INTRO>
<<GENERAL SUMMARY INTRODUCTION>>
Master Realty Properties, Inc.
712 Broadway, Suite 700
Kansas City, Missouri 64105
Proxy Statement for
Annual Meeting of Shareholders
To Be Held ____________, 1997
This Proxy Statement (the "Proxy Statement") is furnished to shareholders of
Master Realty Properties, Inc. (the "Company") in connection with the
solicitation of proxies by the Board of Trustees of the Company for use at
the Annual Meeting of Shareholders (the "Annual Meeting") to be held on
___________________, 1997, at 612 Central, Kansas City, Missouri 64105 at
10:00 a.m., and at any adjournment thereof. The approximate mailing date of
this Proxy Statement and the accompanying proxy is _____________, 1997. ANY
PROXY MAY BE REVOKED IN PERSON AT THE ANNUAL MEETING, OR BY
SUBMITTING A
PROXY DATED LATER THAN THE PROXY TO BE REVOKED OR BY NOTIFYING THE
SECRETARY
OF THE COMPANY IN WRITING AT ANY TIME PRIOR TO THE TIME IT IS VOTED.
In addition to the solicitation of proxies by mail, officers and other
representatives of the Company may solicit the return of proxies by
telephone, telegraph or personal contact. The Company will bear the expense
of preparing, printing, assembling and mailing this Proxy Statement and
accompanying material to its Shareholders and will reimburse banks, brokerage
firms and other custodians, nominees and fiduciaries for reasonable expenses
incurred by them in forwarding proxy solicitation material to beneficial
owners.
Pursuant to Section 3.8 of the Bylaws of the Company and Section 2.31 of the
Delaware Corporation Code, the Board of Trustees is required to appoint an
Inspector of Election. The Board of Trustees has appointed Thomas H. Trabon
as the Inspector of Election (the "Inspector of Election") of the Annual
Meeting. The Inspector of Election shall determine the outstanding Common
and Preferred shares of the Company, the number of shares represented at the
Annual Meeting and the existence of a quorum. The Inspector of Election
shall receive votes, proxies, ballots and consents, will count and tabulate
all votes and determine the result. The Inspector of Election will determine
the authority, validity and effect of each proxy, hear and determine all
challenges and questions and do all other ministerial acts as may be proper
to conduct the election or vote with fairness to all Shareholders.
In connection with all meetings of Shareholders, all proxies, ballots and
vote tabulations that identify the particular vote of a Shareholder are kept
confidential, except that disclosure may be made (i) to allow the Inspector
of Election to certify the results of the vote; or (ii) as necessary to meet
applicable legal requirements, including the pursuit or defense of judicial
actions. Comments written on proxies, consents or ballots may be transcribed
and provided to the Secretary of the Company with the name and address of the
Shareholder without reference to the vote of the Shareholder, except where
such vote is included in the comment or disclosure is necessary to understand
the comment.
At December 31, 1996, the Company's outstanding voting stock consists of
15,554,669 shares of Common Stock and 2,491,622 shares of Preferred Stock.
Only holders of stock of record at the close of business on ________, 1997
(the "Record Date") will be entitled to notice of, and to vote at, the Annual
Meeting. Each outstanding share of Common Stock and each outstanding share
of Preferred Stock is entitled to one vote on each matter to be acted upon at
the Annual Meeting.
A majority of the Company's outstanding voting Common Stock and Preferred
Stock, represented in person or by proxy, is necessary to constitute a quorum
to take action at the Annual Meeting. Cumulative voting is not permitted.
If a quorum is present at the Annual Meeting, the simple majority of those
shares voting is required for the Amendment of the Articles of Incorporation
to effect a 2,500-to-1 reverse stock split; to recapitalize the Company to
authorize 50,000 Common Shares and 1,000 Preferred Shares; to prohibit the
issuance and existence of fractional shares; to extend the life of the
Company in perpetuity; and for the election of the trustees. A Shareholder
who abstains from voting on any or all proposals will be included in the
number of Shareholders present at the Annual Meeting for the purpose of
determining the presence of a quorum. Abstentions will not be counted either
in favor of or against the election of nominees for trustee or other
proposals.
All references in this Proxy Statement to the Company's last fiscal year
refer to the period from January 1, 1996 to December 31, 1996.
<<SHAREHOLDER PROPOSALS>>
Subject to the rules of the Securities Exchange Act of 1934, any Shareholder
who intends to submit a proposal for action at the Annual Meeting must be a
record or beneficial owner of at least 1% or $1,000 in market value of
securities entitled to be voted at the Annual Meeting and must have held such
securities for at least one year. Further, the Shareholder must continue to
own such securities through the date on which the Annual Meeting is held.
Currently, the 1997 Annual Meeting of Shareholders is scheduled to be held on
_____________, 1998. To be considered for inclusion in the proxy material
for the next Annual Meeting, proposals must be received by the Secretary of
the Company at 712 Broadway, Suite 700, Kansas City, Missouri 64105 on or
before _________________.
<<BENEFICIAL OWNERSHIP>>
Under the Securities Exchange Act of 1934, a person is deemed a beneficial
owner if he/she has the right to acquire beneficial ownership of stock within
sixty (60) days, whether upon the exercise of a stock option or otherwise.
The following table sets forth information regarding the beneficial ownership
of the Company's shares by the Trustees, nominees for Trustee, management and
five percent beneficial owners as of December 31, 1996. Each individual
listed is a Trustee, other than Dr. Richard Padula, who is a 5% beneficial
owner, and Thomas H. Trabon, who is the Executive Vice President of the
Company.
Amount of % of Amount of % of
Beneficial Beneficial Beneficial Beneficial
Ownership Ownership Ownership Ownership
Name Preferred Preferred Common(1) Common
- ------------------ ----------- ---------- ------------- ----------
John J. Bennett 63,534.316 2.55% 1,281,842.371 4.28%
3850 W. 171st (1) (2)
Stilwell KS
66085
Byron Constance 55,820.457 2.24% 349,897.813 1.17%
3729 S. Union (3) (4)
Independence MO
64055
Richard Polcari 33,840.703 1.36% 475,196.023 1.59%
27 Thayer Road (5)
P.O. Box 79197
Belmont, MA 02179
James E. Trimmer 184,218.635 7.39% 1,401,114.255 4.68%
3130 Wheeling (6) (7)
Kansas City, MO 64129
Robert K. Brown 12,685.264 .51% 279,797.149 .93%
3200 S. M-291 Highway (8) (9)
Independence, MO
64057
Dr. Richard Padula 108,509.440 4.35% 3,539,051.917 11.25%
6420 Prospect (10) (11)
Ste T211
Kansas City, MO 64132
Thomas H. Trabon 14,358.263 .57% 108,342.679 .36%
3441 W. 131st Street (12) (13)
Leawood, KS 66209
Executive Officers 364,457.638 14.62% 3,896,209.240 13.00%
and Trustees as a
Group (6 Persons)
- ------------
(1) Includes 24,927.184 held in American Fiduciary Corp. 401(k) Plan:
8,034.932 shares held in children's trust; 26,967.674 shares held in Master
Realty Properties, Inc. Target Benefit Plan; and 3,604.534 shares held in
trust for mother.
(2) Includes 141.765 shares held in trust for mother; 24,364.029
shares held in children's trust; 517.954 shares held in American Fiduciary
Corp. 401(k) Plan; and 347,946.617 shares held in Master Reallty
Properties, Inc. Target Benefit Plan.
(3) Includes 39,751.39 shares held by Constance, Stewart & Cook
pension and profit sharing plans and 15,780 owned jointly with spouse.
(4) All shares held by Constance, Stewart & Cook pension and profit
sharing plans.
(5) Includes 958 shares held by spouse.
(6) Includes 120,941.812 shares held by spouse.
(7) Includes 11.140 shares held in Precise Forms, Inc. Profit Sharing
Plan; 333.426 shares held by wife; 462,833.970 shares held in wife's trust;
and 462,838.437 shares held by James Trimmer, Trustee.
(8) All shares held by Floyd R. Brown & Co., P.C.
(9) 154,463.661 shares held in Floyd R. Brown & Co., P.C. Profit
Sharing Plan, and 125,333.488 shares held by Floyd R. Brown &. Co., P.C.
(10) Includes 6,483.873 shares held in trust by spouse and
102,025.567 shares held by Richard T. Padula, Trustee.
(11) Includes 904.667 shares held in trust by spouse and
3,370,827.740 shares held by Richard T. Padula, Trustee, and 167,319.509
shares held in trust by spouse which underlie an unexercised conversion
privilege as evidenced by a Convertible Subordinated Debenture issued by
the Company.
(12) All shares owned by Master Realty Properties, Inc., Target
Benefit Plan.
(13) All shares owned by Master Realty Properties, Inc., Target
Benefit Plan.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
- ---------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)")
requires executive officers, directors, trustees, and persons who
beneficially own more than 10% of the Company's shares, to file with the
Securities Exchange Commission reports of ownership and changes in ownership
of Common stock of the Company. Officers, directors, trustees and greater
than 10% shareholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
To the best of the Company's knowledge, Richard Padula is the only
Shareholder beneficially owning a greater than 10% interest in the Company.
Based solely on review of the copies of such reports furnished to the
Company, the Company believes that, during the 1996 fiscal year, the filing
requirements applicable to the Company's officers, trustees and 10%
Shareholders were not complied with. The Company is currently in the process
of assisting the officers, trustees and 10% beneficial owners in complying
with the filing requirements of Section 16(a).
<<BOARD OF TRUSTEES>>
Meetings and Committees of the Board of Trustees
- ------------------------------------------------
During the Company's last fiscal year, the Board of Trustees met two times.
All members of the Board of Trustees were present at each meeting, either in
person or by telephone.
During the Company's last fiscal year, the Independent Trustees were paid
their reasonable expenses incurred in connection with their services as
Trustees, including, without limitation, travel to and attendance at each
meeting of the Board of Trustees, as well as each Annual Meeting of the
Shareholders. In addition, each Independent Trustee received a $5,000.00
annual fee and $250.00 per meeting.
The Affiliated Trustees do not receive compensation for services rendered as
a member of the Board of Trustees.
<<EXECUTIVE COMPENSATION>>
The current executive officers of the Company are as follows:
John J. Bennett, 53
3850 W. 171st Street
Stilwell, KS 66085
President, Chairman of the Board of Master Realty Properties, Inc. since
1988.
Mr. Bennett is the President of Integrated Financial Services, Inc., a
private corporation which provided banking and financial services to the
Company from 1988 until June 1, 1994. He has held that position since 1974.
He is the President of Master Realty Corp., Master Mortgage Realty II, Inc.,
Master Mortgage Realty III, Inc. and Master Mortgage Realty V, Inc., and the
Vice President of Master Mortgage Realty IV, Inc., River Market Venture, Inc.
and Real Estate Equities, Inc., all of which are wholly owned subsidiaries of
the Company. Mr. Bennett has also been a Director of First Trust of
MidAmerica since 1989.
Mr. Bennett was the general partner of Embassy Properties, North, L.P., a
Missouri limited partnership, that filed a voluntary petition under Chapter
11 of the Federal Bankruptcy Code in October, 1993. A plan was confirmed in
that case in 1996. Mr. Bennett was also a member of Thirty Five Corp.,
L.L.C., a Kansas limited liability company, who filed a voluntary petition
under Chapter 11 of the Federal Bankruptcy Code in November 22, 1994 in the
United States Bankruptcy Court for the District of Kansas. A plan was
confirmed in that case on June 26, 1996.
In 1993, Mr. Bennett was named Defendant in a lawsuit filed by Robert Reich,
Secretary of the United States Department of Labor, in the United States
District Court for the District of Kansas wherein the Secretary alleged
various ERISA violations. Mr. Bennett filed an answer denying all
allegations and specifically denying that he ever exercised discretionary
authority and control over the management and disposition of ERISA plan
assets. In lieu of a lengthy and expensive litigation, Mr. Bennett entered
into a Settlement Agreement and Consent Order on May 27, 1994 wherein he
agreed to not act as a fiduciary by reason of exercising any discretionary
authority or control over the assets of an ERISA plan for a period of three
years. Mr. Bennett continues to assert that he has never acted as a
fiduciary to an ERISA plan by reason of exercising discretionary authority or
control.
Thomas H. Trabon, 47
3441 W. 131st Street
Leawood, KS 66209
Executive Vice President since 1991.
Mr. Trabon was a partner in Laventhol & Horwath, a National Certified Public
Accounting firm from January 1, 1984 to November, 1990. Laventhol & Horwath
filed a voluntary petition under Chapter 11 of the Federal Bankruptcy Code on
November 21, 1990 as case number 90-B13839 in the Southern District of New
York. A plan was confirmed in that case on August 25, 1992. Mr. Trabon is
currently the President and shareholder of Trabon Consulting Company, an
accounting service firm located in Kansas City, Missouri. Trabon Consulting
provides, through a contractual relationship with Embassy Properties, Inc.
and Embassy Hotel Management Company, Inc., accounting services to certain
assets of the Company and its subsidiaries. He is also currently a partner
in Trabon & Company, a certified public accounting firm located in Kansas
City, Missouri. Trabon & Company also provides tax return preparation
services to the Company and its affiliates. Mr. Trabon was the Executive
Vice President of Integrated Financial Services, Inc. from November, 1991
until June, 1994, a private corporation which provided banking and financial
services to the Company from 1988 until June, 1994.
Mr. Trabon is the President of River Market Venture, Inc., Master Mortgage
Realty IV, Inc. and Real Estate Equities, Inc., and the Vice President of
Master Realty Corp., Master Mortgage Realty II, Inc., Master Mortgage Realty
V, Inc. and Master Mortgage Realty VI, Inc., all of which are wholly owned
subsidiaries of the Company.
Byron Constance, 70
3729 S. Union
Independence, MO 64055
Secretary of Master Realty Properties, Inc. since January 26, 1991.
Mr. Constance is the retired Senior Partner in Constance Stewart & Cook,
L.C., a law firm located in Independence, Missouri, and is presently of
counsel to the firm. He has practiced law since 1949, and serves on the
Advisory Board of Directors of Hillcrest Bank, located in Kansas City,
Missouri.
Robert K. Brown, 50
3200 South M-291 Hwy.
Independence, MO 64057
Treasurer since 1996.
Mr. Brown has been a partner in Floyd R. Brown & Co., P.C., a certified
public accounting firm in Independence, Missouri, since 1969.
The following table discloses compensation received for the last three (3)
fiscal years by the Company's President and executive officers.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and All Other
Principal Position Year Salary Bonus(1) Compensation(2)
- ------------------ ---- -------------- ----------- ---------------
John J. Bennett 1996 $185,262.58 $152,485.00 $130,000.00
Chairman of the 1995 $184,400.00 $152,401.00 $ 30,000.00
Board, President 1994 $ 92,092.78(3) $0 $ 8,055.00
Thomas H. Trabon 1996 $ 94,075.00 $ 28,046.50 $ 11,573.71
Executive 1995 $ 91,500.00 $ 12,000.00 $ 9,397.73
Vice President 1994 $ 67,750.00(3) $0 $ 7,008.00
- --------------------
(1) As employees of the Company, Mr. Bennett and Mr. Trabon are
entitled to participate in the Company's Bonus Pool (the "Pool") which became
effective on June 15, 1994. The minutes of the Company dated July 26, 1994
provide that the following amounts will be calculated and contributed to the
Pool on an annual basis commencing January 1, 1995;
An amount equal to one-half of one percent (1/2 of 1%) of the increase
in the net assets of the Company during the calendar year. Net assets being
defined as the gross assets of the Company determined on a consolidated basis
in the certified audited financial statements, less all reserves provided for
in those financial statements;
An amount equal to the calculated return defined as twenty percent (20%)
of the Company's increase in equity in a calendar year that exceeds the base
return defined as three percent (3%) over the average one (1) year treasury
bill rate in effect at the end of each quarter of the calendar year applied
to the average equity of the Company for the calendar year. The amounts owed
under this subsection will be payable over a three year term beginning with
the year immediately after the computation year (deferral payments).
However, to the extent the Company recognizes a net decline in the equity in
any subsequent year or the actual calculated return does not exceed the base
return, the deferral payment will be offset by the calculated negative return
taking into consideration the equity declines or the less than expected
returns; and
An amount based on subjective criteria or special performance as
determined by the Board of Trustees of the Company.
Distributions of the Bonus Pool will be made on a quarterly basis
commencing in the first quarter of 1995, to Company employees in the sole
discretion of the President.
(2) In 1994, Mr. Bennett received $8,055.00 as a Company contribution
to the Company's Employee Defined Contribution Plan. Mr. Trabon received
$7,008.00 as a Company contribution to the Company's Employee Contribution
Plan. In 1995, Mr. Bennett received $30,000 as a Company contribution to the
Company's Employee Defined Contribution Plan and Mr. Trabon received
$9,397.73 to the Company's Employee Defined Contribution Plan. In 1996, Mr.
Bennett received $30,000.00 as a Company contribution to the Company's
Employee Defined Contribution Plan, and Mr. Trabon received $11,573.71 as a
Company contribution to the Company's Employee Defined Contribution Plan.
During the Company's last fiscal year, Mr. Bennett, pursuant to the terms of
his Employment Contract, agreed to accept a portion of the bonus attributable
to him under the Bonus Pool in the form of Company securities. Accordingly,
in 1996, Mr. Bennett was issued a Convertible Subordinated Debenture in the
face amount of $333,333.33. The market value of this debenture, based on
purchases and sales of debentures at that time, was estimated at that time by
Management to be $100,000.00.
(3) Amounts disclosed were earned and paid between July 1, 1994 and
December 31, 1994.
Employment Contracts
- --------------------
The Company entered into a five (5) year Employment Agreement with Mr.
Bennett dated June 15, 1994. His base salary is $185,000.00 per year. In
addition, the Company agreed to negotiate increases in base salary and bonus
compensation based on (i) comparable salaries and benefits then provided to
the chief executive officers of other business enterprises similar to the
business of the Company; (ii) objective performance criteria of the Company,
including, without limitation, total shareholder returns, return on equity
and growth in funds from operations; (iii) proper execution of the Company's
Strategic Redirection Plan and (iv) other special circumstances which would
warrant a further increase in base salary or bonus compensation. As an
employee of the Company, Mr. Bennett is entitled to participate in the Bonus
Pool.
In the event that the Employment Agreement is terminated by the Company
because of the misconduct of Mr. Bennett, the mental or physical disability
of Mr. Bennett or the voluntary or involuntary liquidation or sale of the
assets of the Company, the Company will pay to Mr. Bennett all compensation
accrued up to the date of such termination, liquidation or sale. In
addition, if the Employment Agreement is terminated due to Mr. Bennett's
mental or physical disability, the Company will pay a lump sum aggregate
amount equal to all base salary plus the aggregate value of all other
benefits which the Company would have been required to pay Mr. Bennett during
the remainder of the term of the Agreement. In the event that the Employment
Agreement is terminated by the Company for any other reason, the Company is
obligated to pay Mr. Bennett all compensation accrued up to the event of such
termination and a lump sum aggregate amount equal to all base salary plus the
aggregate value of all other benefits which the Company would have been
required to pay Mr. Bennett during the remainder of the term of the
Agreement.
Executive Compensation Report of the Board of Trustees
- ------------------------------------------------------
During the last fiscal year, the Company did not have a Compensation
Committee. The Independent Trustees are responsible for advising Management
on matters pertaining to compensation arrangements for executive employees,
as well as administration of the Company's bonus pool. The Company's
employee compensation policy is to offer a package including a competitive
salary, an incentive bonus pool based upon individual performance goals,
competitive benefits and an efficient workplace environment. The Company's
objective is to determine salaries that are sufficient to attract, motivate
and retain executives of outstanding ability and potential.
Base salaries are intended to be competitive with those paid to senior
executives at other real estate investment trusts and are determined in a
manner that takes into account an individual's performance and contributions
to the Company and the Company's operating performance. The Company's
employee base compensation policy is subjective in nature and is not based on
any specific formula. In determining compensation for the 1996 fiscal year,
the Board of Trustees took into account managerial competence which the
executive officers demonstrated in managing the business of the Company.
This expertise was evident in the increased activities of the executive
officers in administering the Company's real estate portfolio, including the
refinancing of the majority of the Company's assets with Salomon Brothers
Realty Corp, and the significant increase in the book value of the Company,
as reported by the Company's independent auditors since 1994. When the
Company confirmed its Plan of Reorganization in April, 1994, the book value
of the Company was reported as $8,111.00. On December 31, 1994, the book
value had increased to $3,334,136. On December 31, 1995, the book value had
further increased to $5,215,535 and, at the Company's last fiscal year end,
the book value was reported as $9,814,936 .
In determining compensation of the President and other executive officers of
the Company, the Independent Trustees reviewed the expertise with which
Management implemented the Company's Strategic Redirection Plan (the "SRP").
The SRP was developed by the Board of Trustees in 1994 and sets forth a
comprehensive 3-part business plan. Phase I of the SRP concentrated on
preservation of the Company's assets. Management has done an exceptional job
of protecting the Company's assets through loan workout negotiations,
litigation and, where necessary, foreclosure. As of December 31, 1996,
Management had successfully secured and protected the Company's interests in
the vast majority of the Company's assets, with only two assets remaining
subject to Phase I monitoring.
Phase II of the SRP involves the establishment and monitoring cash flow from
the asset to the Company. This phase required Management to closely analyze
the physical and financial status of each project, and take whatever steps
were necessary to stabilize the assets in order to provide the greatest
possible cash flow to the Company. In addition, Management is required to
work closely with the property manager to monitor the progress of the asset.
Management's performance under Phase II of the SRP has far exceeded the
targeted performance objectives set forth therein by the Board of Trustees.
The final phase of the SRP is the development of shareholder liquidity and a
market for the Company's stock. Management is currently beginning its
efforts to meet these objectives. The initial steps toward effectuating
Phase III are to be considered by the Shareholders at the 1996 Annual
Meeting.
The Independent Trustees believe that the Company, under the direction of
Management, exceeded the targeted performance objectives set forth in the
SRP. In view of Management's performance, the Independent Trustees have
determined that Mr. Bennett's base annual salary for the 1996 fiscal year of
$185,262.58 and Mr. Trabon's annual base salary for the 1996 fiscal year of
$94,075.00 were reasonable.
Respectfully submitted,
Byron Constance
Richard Polcari
Robert K. Brown
James E. Trimmer
James I. Threatt
<<PERFORMANCE GRAPH>>
The Securities Exchange Act of 1934 requires that the Company provide a line
graph comparing, over a five year period, cumulative shareholder return
against an acceptable industry index. However, it must be noted that the
data listed below is market weighted and that, to the Company's knowledge,
stock of the Company has not been traded during the period covered by this
Proxy Statement. Due to the non-existence of a market for the shares, the
computation of value shown is not according to market value. The following
graph compares the performance of the Company's shares with the Standard &
Poor's 500 Stock Index and a peer group index consisting of publicly traded
equity REITs prepared by the National Association of Real Estate Investment
Trusts. The graph assumes $100.00 invested on December 30, 1991 in the
Company's shares, the S & P 500 Index and the peer group index, and assumes
the reinvestment of dividends. The comparisons in this table are not
intended to forecast or be indicative of any future performance of the
Company's shares.
Comparison of Five Year Cumulative Total Return
December 31, 1991 through December 31, 1996
PERFORMANCE GRAPH DELETED
12/92 12/93 12/94 12/95 12/96
----- ----- ----- ----- -----
Master Realty Properties, Inc. 100 0 0 0 0
S&P 500 Index 100 111 125 130 169
All Equity REITS 100 119 123 142 192
<<CERTAIN TRANSACTIONS>>
The Company engages Embassy Properties, Inc., a Kansas corporation ("EPI"),
to manage most real estate assets of the Company. The management services
include, among other things, rent billing and collection, leasing,
maintenance, construction supervision, compliance with regulatory statutes
and rules and property disposition. In the Company's last fiscal year, the
Company paid EPI $119,948. Janet Gatz-Bennett, John Bennett's spouse, is the
President and sole shareholder of EPI and Roger E. Buford, an Affiliated
Trustee of the Company, is Executive Vice President of EPI. The Board of
Trustees has determined that the Company's relationship with EPI is on terms
as favorable to the Company as would be available from a non-affiliated
party.
Under regulations governing real estate investment trusts, the Company is not
allowed to operate hotels. Accordingly, the Company has entered into lease
agreements for its hotel properties with Embassy Hotel Management Co., Inc.
("EHM"), a Missouri corporation wholly owned by EPI. Roger E. Buford, an
Affiliated Trustee of the Company, is Executive Vice President of EHM. The
Company believes the lease terms and provisions are as favorable to the
Company as would be available from a non-affiliated party. EHM paid a total
of $996,706 in lease payments to the Company and affiliates of the Company in
1996.
From its incorporation in 1988 until June 14, 1995, the Company was operated
under an advisory agreement (the "Advisory Agreement") with Integrated
Financial Services, Inc., a Kansas corporation ("IFS"), of which John Bennett
is the sole shareholder and President. Pursuant to the Advisory Agreement,
and pursuant to the Company's Fourth Amended Plan of Reorganization approved
by the United States Bankruptcy Court for the Western District of Missouri,
the Company paid IFS in 1996 the sum of $386,853.00. This amount represents
fees for various services performed for the Company by IFS and reimbursement
for certain expenses incurred by IFS on the Company's behalf.
Under the terms of the Company's Chapter 11 Plan of Reorganization, certain
individuals, or qualified plans under which they participated, who held the
Company's Convertible Subordinated Debentures (the "Debentures") participated
in the Company's Alternative Treatment Plan (the "ATP"). Under the terms of
the ATP, these individuals converted all or part of their Debentures,
together with an equal cash contribution, into a direct loan participation
interest in a collateral pool loan. The loan is collateralized by certain
assets of the Company, and is to be repaid in 10 years, in quarterly
installments including interest at 9% based on a 20 year amortization. The
following reporting persons and/or their qualified retirement plans have made
cash contributions in the amounts listed opposite their name:
John J. Bennett $388,965.00
Robert K. Brown $ 50,000.00
James Trimmer $474,579.00
Richard Polcari $100,000.00
Dr. Richard Padula $200,000.00
<<RECAPITALIZATION>>
PROPOSAL 1. APPROVAL OF A PLAN OF RECAPITALIZATION TO EFFECT A
2,500-TO-1
REVERSE SPLIT WITH REGARD TO COMMON SHARES AND A 2,500-TO-1 REVERSE
SPLIT
WITH REGARD TO PREFERRED SHARES AND THE AMENDMENT OF THE
COMPANY'S ARTICLES
OF INCORPORATION TO PROHIBIT THE ISSUANCE AND EXISTENCE OF
FRACTIONAL SHARES
AND THE AUTHORIZATION OF 50,000 COMMON SHARES AND 1,000 PREFERRED
SHARES
The shareholders will be asked to approve a proposal to effect a 2,500-to-1
reverse stock split. The reverse stock split, if approved, will result in
conversion of each 2,500 shares of the Company's Common Stock into one new
share of Common Stock ("New Common Stock"). In addition, each 2,500 shares
of the Company's Preferred Stock would be converted into one new share of
Preferred Stock ("New Preferred Stock"). The rights and privileges of the
holders of Common Stock and Preferred Stock will be substantially unaffected
by the reverse stock split. No fractional shares resulting from the reverse
stock split will be issued. Instead, the Company will pay in cash, the sum
of $.31 per share, or will make available for sale from its treasury stock
additional shares of stock in an amount sufficient to equal one share of New
Common Stock or New Preferred Stock. There are 1,537 Shareholders who own
less than 2,500 shares. Therefore, the reverse stock split could potentially
reduce the number of Shareholders of the Company to less than 1,000.
In April, 1994, the Company issued certain Convertible Subordinated
Debentures (the "Debentures") which contain a conversion privilege into
Common Stock of the Company at any time prior to maturity, which is December
31, 2003. The number of Common Shares issuable upon conversion is based on
the Company's book value on December 31, 1993, or $.22 per share. At
December 31, 1996, there were $3,227,043.00 Debentures remaining outstanding.
The 2,500-to-1 reverse stock split would reduce the amount of authorized
shares to 18,000, which amount is insufficient to cover the amount of Common
Shares necessary for the Company to satisfy the conversion obligation under
the Debentures. Accordingly, in connection with the reverse stock split
proposal, the Shareholders will be asked to approve a proposal to amend the
Company Articles of Incorporation to authorize, immediately after the reverse
stock split is effectuated, 50,000 shares of Common Stock and 1,000 shares of
Preferred Stock.
Background
- ----------
The Company is a Delaware corporation which has conducted its operations with
the intention of meeting the requirements of the Internal Revenue Code of
1986 for qualification as a real estate investment trust. The Company was
incorporated on May 12, 1988 and commenced operations of December 15, 1988.
Currently, the Company has approximately 2,500 Shareholders. This large
number of Shareholders imposes a significant administrative and financial
burden on the Company. The cost of Shareholder communications and registrar
fees for such a large number of Shareholders is substantial. Many of these
Shareholders own a very small amount of Company stock. If the reverse stock
split is approved, the number of Shareholders could potentially be reduced to
under 1,000. The Board of Trustees believes that the reduced administrative
expenditures which could result from the reverse stock split are a sound
business reason for the approving this proposal.
In addition, the reverse stock split is also intended as the initial step
toward establishing a market price of the New Common Stock and the New
Preferred Stock. Management, under the direction and supervision of the
Board of Trustees, is currently analyzing additional action which would
assist in bringing the market price of the New Common Stock and the New
Preferred Stock to a value in a more traditional range for companies of
equivalent size. This objective is in line with Phase Three of the Company's
Strategic Redirection Plan (the "SRP"), under which the Company has been
operating for the last several years. The goal of Phase Three of the SRP is
to create a marketplace for the Company's stock and provide its Shareholders
with liquidity options. The Board of Trustees believes that a higher market
price, as could possibly result from the reverse stock split, would make the
New Common Stock and the New Preferred Stock more attractive to a broader
range of investors. There can be no assurance that the market price of the
New Common Stock and the New Preferred Stock after the reverse stock split
will be increased.
Amendment of the Articles of Incorporation
- ------------------------------------------
The Company's Articles of Incorporation currently identify 45,000,000 shares
of Common Stock, par value $.01, as Common Stock. In addition, the Company's
Articles of Incorporation identify 2,500,000 shares of Preferred Stock, par
value $.01, as Preferred Stock. Article Fourth of the Articles of
Incorporation of the Company would be amended to read as follows:
"FOURTH: The total number of shares of capital stock which the
Corporation has authority to issue is 50,000 shares of Common Stock with $.01
par value and 1,000 shares of Preferred Stock with $.01 par value. The
Preferred Stock shall have the rights, privileges, designations and
preferences as determined by the Board of Trustees. There shall be no
fractional shares."
If approved, the Amendment to the Articles of Incorporation will be filed
with the Secretary of State of Delaware. The Amendment will become effective
on the date of such filing.
Cash Payment or Additional Shares for Fractional Shares
- -------------------------------------------------------
If the reverse stock split is approved, the Company will not issue fractional
shares to Shareholders whose holdings are not evenly divisible by 2,500.
Instead, it will, at the option of the each such Shareholder, purchase for
cash any shares, or sell from its treasury stock additional shares of Common
Stock or Preferred Stock, as applicable, for which fractional shares would
otherwise have been issued. The purchase or sale price for such fractional
shares will be $.31 per share. This computation assumes that all Debentures
have converted into Common Stock as of March 31, 1997. The Company believes
that this value is a reasonable approximation of book value of stock of the
Company.
Uncertificated Stock
- --------------------
The Board of Directors has adopted a resolution authorizing the issuance of
uncertificated shares of stock. If the reverse stock split is adopted, the
Shareholders will be required to return their stock certificates to the
Company for cancellation. The Company will then send each Shareholder a
written statement containing a description of the shares, the number of
shares registered and the date of registration. The Company will not forward
such written statement to a Shareholder until the Shareholder has surrendered
all certificates currently representing shares of Common or Preferred Stock.
Board Recommendation
- --------------------
Based on the foregoing consideration, the Board of Trustees approved a
resolution to provide for the effectuation of a 2,500-to-1 reverse stock
split and for an amendment to the Company's Articles of Incorporation to
prohibit fractional shares and to authorize, immediately after the reverse
stock split is effectuated, 50,000 shares of Common Stock and 1,000 shares of
Preferred Stock.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS OF THE
COMPANY VOTE FOR THE PROPOSAL.
Vote Required for Approval of the Proposal
- ------------------------------------------
The Shareholders will be asked to approve the proposal to effect a 2,500-to-1
reverse stock split and for an amendment to the Company's Articles of
Incorporation to prohibit fractional shares and to authorize, immediately
after the reverse stock split is effectuated, 50,000 shares of Common Stock
and 1,000 shares of Preferred Stock at the Annual Meeting of Shareholders on
_______________, 1997.
The affirmative vote of the majority of the shares entitled to vote,
represented in person or by proxy, will be necessary to approve Proposal 1.
<<EXTENSION OF LIFE OF COMPANY>>
PROPOSAL 2. AMENDMENT OF THE ARTICLES OF INCORPORATION OF THE
COMPANY TO
EXTEND THE LIFE OF THE COMPANY IN PERPETUITY
The Shareholders will be asked to approve a proposal to amend the Articles of
Incorporation of the Company to extend the life of the Company in perpetuity.
Currently, Article Sixth of the Articles of Incorporation of the Company, as
filed with the Delaware Secretary of State on October 27, 1988, provides that
the Company shall remain in existence until and including December 31, 2010,
unless sooner dissolved and terminated in accordance with the Bylaws of the
Company. Initially, the Company was organized for the primary purpose of
realizing income from originating and investing in short-term loans, junior
mortgage loans, wraparound construction loans and pre-development loans
secured by real estate. Under this business plan, a definite dissolution
date was practical because the Company would be able to coordinate maturity
dates of its debt assets to the date of dissolution. However, in recent
years, through the implementation of the SRP, the majority of the Company's
assets have been converted from debt to equity. Accordingly, this
dissolution date has become impractical, because now, instead of debt
maturing on a specific date, the vast majority of the Company's assets
consist of real estate owned.
While a perpetual life has clearly become more appropriate for the current
business objectives of the Company, it is also necessary in order for the
Company to pursue future, more favorable, financing arrangements. The
current dissolution date of December 31, 2003 is an obvious impediment to any
debt restructuring because the term of any financing arrangement could not
exceed the remaining life of the Company.
Amendment of the Articles of Incorporation
- ------------------------------------------
If approved, Article Sixth of the Articles of Incorporation of the Company
would be amended to read as follows:
"SIXTH: The duration of the Corporation is to be perpetual"
If approved, the Amendment to the Articles of Incorporation will be filed
with the Secretary of State of Delaware. The Amendment will become effective
on the date of such filing.
Impact on Debenture Holders
- ---------------------------
In the event that Proposal 2 is adopted by the Shareholders, the dissolution
of the Company shall no longer occur on a date certain. The Company's
Convertible Subordinated Debentures have a stated maturity of December 31,
2003. Payment of the Debentures are subordinated to any senior debt of the
Company, as that term is defined in the Debenture document. Accordingly, if
the Company has senior debt on December 31, 2003, payment of the Debentures
could conceivably be delayed, pursuant to the terms of the Debentures, until
liquidation of the Company. Currently, liquidation of the Company will occur
on December 31, 2010. If the Shareholders approve Proposal 2, the life of
the Company will be extended to a perpetual duration and the liquidation of
the Company will no longer occur on a date certain. Therefore, as long as
the Company has senior debt, no payment will be made on the Debentures.
Board Recommendation
- --------------------
Based on the foregoing consideration, the Board of Trustees approved a
resolution to provide for the amendment to the Company's Articles of
Incorporation to extend the life of the Company in perpetuity.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS OF THE
COMPANY VOTE FOR THE PROPOSAL.
Vote Required for Approval of the Proposal
- ------------------------------------------
The Shareholders will be asked to approve the proposal to amend the Company's
Articles of Incorporation to extend the life of the Company in perpetuity at
the Annual Meeting of Shareholders on _______________, 1997.
The affirmative vote of the majority of the shares entitled to vote,
represented in person or by proxy, will be necessary to approve Proposal 2.
<<ELECTION OF TRUSTEES>>
PROPOSAL 3. ELECTION OF TRUSTEES
Pursuant to the Articles of Incorporation of the Company, the Board of
Trustees is divided into two classes. A First Class Trustee is elected to
hold office for one year, or until the next Annual Meeting following their
election. A Second Class Trustee is elected to hold office for two years, or
until the next Annual Meeting following their election. The Bylaws of the
Company provide that the number of Trustees shall be between 3 and 9, the
exact number to be determined by a majority of the entire Board of Trustees.
The Board of Trustees has set this number at seven.
Four trustees are to be elected at the Annual Meeting, to hold office until
the next Annual Meeting of Shareholders and until their successors are
elected and qualified. It is intended that the accompanying proxy will be
voted in favor of the following persons to serve as trustees unless the
Shareholder indicates to the contrary on the proxy. Management expects that
all of the nominees will be available for election, but if any of them is not
a candidate at the time the election occurs, it is intended that such proxy
will be voted for the election of another nominee to be designated by the
Board of Trustees to fill any such vacancy. There are no arrangements or
understandings between any of the listed trustees, or any other persons,
pursuant to which any of the trustees have been selected as such.
Nominees:
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Byron Constance, 70
Independent Trustee since 1991.
Nominee for First, Class Trustee
Mr. Constance is the retired Senior Partner in Constance Stewart & Cook,
L.C., a law firm located in Independence, Missouri, and is presently of
counsel to the firm.
Robert K. Brown, 52
Independent Trustee since 1991.
Nominee for First Class Trustee
Mr. Brown has been a partner in Floyd R. Brown & Co., P.C., a Certified
Accounting firm in Kansas City, Missouri, since 1969.
James E. Trimmer, 64
Independent Trustee since 1991.
Nominee for Second Class Trustee
Mr. Trimmer has been the President of Precise Forms, Inc., a manufacturer of
aluminum forms located in Kansas City, Missouri since 1967 and is a former
director of Grain Valley Bank.
Roger Buford, 49
Nominee for Affiliated First Class Trustee.
Mr. Buford has been the Vice President and Secretary of Recon Development
Company since 1993. Recon Development Company is a development and
construction management firm. It supervises all maintenance, building
improvements, marketing and construction for several of the Company's assets.
It also provides, through contractual relationships with Embassy Properties,
Inc. and Embassy Hotel Management Co., Inc., property management assistance
to certain properties in which the Company is either owner or lender. Mr.
Buford is also the President of Metro West Properties, Inc., which is a real
estate brokerage licensed in both Missouri and Kansas. Metro West Properties
is the general partner of Soho West III, L.P., Soho Office Center, L.P., and
Soho West V, L.P., and is a limited partner in New Historic Suites Partners,
L.P. The Company either has an ownership interest in or holds a mortgage on
the properties owned by each of these entities. Mr. Buford is also the
Executive Vice President of Embassy Properties, Inc., which provides
management services to most of the Company's assets, and Embassy Hotel
Management Co., Inc., the lessee of the Company's hotel properties.
From 1984 to 1994, Mr. Buford was the President of Vista Construction
Company, a real estate broker/real estate construction firm. Vista
Construction Company was the general partner of Soho III, L.P., a Missouri
limited partnership. The Company has a mortgage on Soho III, L.P.'s assets.
Soho III, L.P. filed a voluntary petition under Chapter 11 of the Federal
Bankruptcy Code in 1990. A plan was confirmed in December, 1992. Mr. Buford
was also a general partner in Tiffany Plaza South, L.P., a Missouri limited
partnership. An involuntary petition under Chapter 11 of the Federal
Bankruptcy Code was filed against Tiffany Plaza South, L.P., but was
dismissed in January, 1996.
James I. Threatt, 72
Independent Trustee since 1995.
Nominee for First Class Trustee
Mr. Threatt was duly appointed as an Independent Trustee by the Board of
Directors on November 1, 1995. Mr. Threatt held the position of Assistant
City Manager of Kansas City, Missouri from January, 1974 to January, 1994.
Mr. Threatt is currently the President of James A. Threatt and Associates, a
private consulting firm, and serves as Trustee and on the Board of Directors
of the Kansas City Public School Retirement Systems and on the Board of
Directors of the Downtown Minority Development Corporation and the Kansas
City Neighborhood Alliance.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE NOMINEES
LISTED.
<<APPOINTMENT OF AUDITORS>>
PROPOSAL 4. THE APPOINTMENT OF MAYER, HOFFMAN & MCCANN AS THE
AUDITORS FOR
THE COMPANY FOR 1997
The Company retained Mayer, Hoffman & McCann as its independent certified
public accountants effective 1990, and they have been selected to continue in
such capacity for the current fiscal year.
Representatives of Mayer, Hoffman & McCann will be present at the Annual
Meeting, will be available to respond to questions and may make a statement
if they so desire.
Financial Statements
- --------------------
The financial statements of the Company, in comparison form for the years
ended December 31, 1996, is contained in the 1996 Annual Reports to
Shareholders, a copy of which is enclosed with this proxy statement.
By Order of the Trustees
John J. Bennett, President
