SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULED 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:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6 (a)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
METRIC INCOME TRUST SERIES, INC.
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(Name of Registrant as Specified in Its Charter)
Herman H. Howerton, Esq.
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(Name of Person(s) Filling Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
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|_| 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.
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(1) Amount previously paid:
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(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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METRIC INCOME TRUST SERIES, INC.
NOTICE TO SHAREHOLDERS OF ANNUAL MEETING
PLEASE TAKE NOTICE that the Annual Meeting of shareholders of Metric
Income Trust Series, Inc. ("MITS") will be held on Wednesday, June 25, 1997 at
10:00 a.m., Pacific Daylight Savings Time, at the Park Hyatt Hotel, 333 Battery
Street, San Francisco, California 94111, to consider and vote on the following
matters:
1. Election of Directors for the ensuing year;
2. Such other business as may properly come before the meeting.
In addition, management will report on the business and financial
condition of MITS.
Only shareholders of record at the close of business on April 28, 1997
will be entitled to vote at the meeting, and those shareholders are cordially
invited to attend the meeting in person. Whether or not you plan to be present,
please complete, date, and sign the enclosed proxy card and return it in the
postage paid envelope provided.
Your proxy may be required in order for there to be a quorum (a
majority of MITS' outstanding shares as of April 28, 1997) for the transaction
of business at the meeting. You may revoke your proxy at any time before it is
voted by filing with MITS a written revocation or a duly executed proxy bearing
a later date. If you are present at the meeting and elect to vote in person,
your proxy will not be used.
We look forward to seeing you at the meeting.
BY ORDER OF THE BOARD OF
DIRECTORS OF METRIC INCOME
TRUST SERIES, INC.
By:
---------------------
Herman H. Howerton
Secretary
Dated: April 30, 1997
<PAGE>
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
General
THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF
METRIC INCOME TRUST SERIES, INC. ("MITS") with its principal executive offices
located at One California Street, San Francisco, California 94111, for use at
the Annual Meeting of MITS' shareholders to be held on June 25, 1997, and at any
continuation or adjournment thereof (the "Annual Meeting") for the purposes set
forth herein.
Solicitation
MITS will first mail this Proxy Statement and accompanying proxy on or
about April 30, 1997 to all shareholders entitled to vote at the Annual Meeting.
It is contemplated that proxies will be solicited principally through the mail,
but Directors and officers of MITS or regular employees of the Advisor to MITS,
SSR Realty Advisors, Inc. (the "Advisory Company" or "Advisor") or its
affiliates, may, without additional compensation, solicit Proxies, personally or
by telephone, telegraph, or letter. MITS may request banks, brokerage houses,
and other institutions, nominees, or fiduciaries holding MITS shares in their
name to forward the solicitation materials to the beneficial owners thereof.
MITS will bear the entire cost of proxy solicitation, including reimbursement of
the reasonable expenses incurred by brokerage firms and others representing
beneficial owners of shares in so forwarding those materials.
Voting Rights and Outstanding Shares
Only shareholders of record at the close of business on April 28, 1997
(the "Record Date") will be entitled to receive notice of and to vote at the
Annual Meeting. At the close of business on the Record Date there were
outstanding and entitled to vote 6,321,641 shares of MITS common stock
(collectively, the "Shares"). Each outstanding Share is entitled to one vote for
each matter to be voted upon at the Annual Meeting, except that in the election
of Directors, each shareholder has cumulative voting rights and, if any
shareholder has given notice at the meeting prior to voting of the shareholder's
intention to cumulate the shareholder's votes, is entitled to as many votes as
equal the number of Shares held multiplied by the number of Directors to be
elected (five), which votes may be cast for a single candidate or distributed
among two or more candidates as the shareholder thinks fit. See "Nomination and
Election of Directors". Voting on any other matters to be submitted at this
meeting will be on a noncumulative basis.
Revocability of Proxies
Any person giving a proxy pursuant to this solicitation has the power
to revoke it at any time before it is voted by filing with MITS, at its
principal executive offices, written notice of revocation or a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.
GENERAL INFORMATION
Security Ownership of Certain Beneficial Owners and Management
As of April 25, 1997, the percentage of the outstanding shares of
common stock of MITS beneficially owned by any shareholder was less than five
percent. As of such date, the only Director, nominee for Director or officer of
MITS who beneficially owned any shares of MITS was William F. Garlock, a
Director, who owned 3,127.7642 shares (which amount is less than one percent of
the outstanding shares of MITS). An affiliate of the Advisory Company owns
21,506 shares of MITS, which amount is less than one percent of the outstanding
shares of MITS. The members of the Board of Directors of the Advisory Company
are: Robert A. Fiddaman, Thomas P. Lydon, Jr., Gerard P. Maus and Ralph F.
Verni. The last two named individuals are also officers of State Street Research
and Management Company ("State Street Research"), a subsidiary of Metropolitan
Life Insurance Company ("Metropolitan Life").
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<PAGE>
Board Meetings and Committees
The Board of Directors held five meetings during 1996. No Director
attended less than 75 percent of the aggregate of meetings of Directors held
during the period of 1996 for which he was a Director, except Robert M. Rouse
who attended 60 percent of such meetings. MITS has no standing Nominating, Audit
or Compensation Committees.
Compensation
Directors and officers of MITS who are employed by the Advisory Company
or its affiliates received no compensation from MITS during 1996. (Because all
of the officers of MITS are employed by the Advisory Company or an affiliate,
none of the officers received any compensation from MITS.) The aggregate
remuneration paid for services during 1996 to all Independent Directors (as
defined below) as a group was $33,733, including reimbursement of expenses
incurred in attending meetings and conducting the business of MITS. No Director
received from MITS aggregate remuneration for services during 1996 in excess of
$60,000, including reimbursement for expenses incurred in attending meetings and
conducting the business of MITS. Those Directors who are neither officers of
MITS nor of the Advisory Company nor its affiliates (the "Independent
Directors") received an annual fee of $9,000 plus $500 for each meeting of the
Board attended in person and $100 for each meeting attended by telephone
conference call. All Directors are entitled to reimbursement of expenses
incurred in attending meetings and carrying on the business of MITS. In 1996,
only Messrs. Devine and Moeckel (see "Proposal One - Nomination and Election of
Directors - General" below) received reimbursement of expenses of $898 and
$2,035, respectively, with an aggregate expense reimbursement of $2,933.
The Advisory Company is compensated for its services as Advisor
pursuant to an Advisory Agreement. On March 27, 1997, the Advisory Agreement was
assigned to, and the obligations of the Advisory Company thereunder were assumed
by, SSR Realty Advisors, Inc., an affiliate of Metric Realty which had been the
Advisory Company since the formation of MITS. This Assignment and Assumption was
unanimously approved by the Independent Directors on March 27, 1997. See
"Assignment of Advisory Agreement" in the enclosed MITS' 1996 Annual Report.
The Advisory Agreement provides for, among other things, a regular
quarterly advisory fee, certain transactional fees and reimbursement of certain
expenses. Pursuant to Section 4.9 of MITS' Bylaws, the Independent Directors are
required at least annually to reach a determination that the Advisor's
compensation is reasonable in relation to the nature and quality of services
performed. Such determination must be based on the following criteria and
reflected in the minutes of the meeting of the Directors: (i) the size of the
advisory fee in relationship to the size, composition and profitability of the
invested assets; (ii) the investment opportunities generated by the Advisor;
(iii) advisory fees paid to other advisors by other real estate investment
trusts; (iv) additional revenues realized by the Advisor and its affiliates
through their relationship with MITS, including loan administration,
underwriting or broker commissions, servicing, engineering, inspection and other
fees, whether paid by MITS or by others with whom MITS does business; (v) the
quality and extent of services and advice furnished by the Advisor; (vi) the
quality of the portfolio of MITS in relationship to the investments generated by
the Advisor for its own account; and (vii) all other factors the Independent
Directors may deem relevant. On March 27, 1997, following due consideration of
each of the foregoing criteria, the Independent Directors unanimously approved
the extension of the Advisory Agreement through the period ending March 31,
1998.
The quarterly advisory fees paid to the Advisor under the Advisory
Agreement are calculated at a rate of 0.75 percent per annum of the appraised
value of the properties. Such fees are payable in full only if MITS makes
annualized dividend payments equaling at least 8.5 percent of the shareholders'
adjusted capital contribution, i.e., the original invested capital paid by all
shareholders for the shares reduced by the total dividends from the sale or
disposition of any property or the sale or principal repayment of securities. To
the extent that dividends paid for a calendar quarter are less than 8.5 percent
on an annualized basis, the advisory fee payable to the Advisor for that quarter
would be proportionately reduced. See "Certain Relationships and Related
Transactions" below for information regarding fees and expense reimbursements
paid to Metric Realty as the Advisory Company in 1996.
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Stock Price Performance Graph
The graph presented below compares the cumulative total return on MITS
common stock to the cumulative return of the Standard & Poor's 500 Index and an
index of finite-life real estate investment trusts ("REITs") prepared at MITS'
request by the National Association of Real Estate Investment Trusts ("NAREIT")
for the period December 31, 1991 through December 31, 1996. The NAREIT
finite-life REIT index (the "REIT Index") consists of tax-qualified finite-life
REITs which are traded on the New York Stock Exchange, American Stock Exchange
or the NASDAQ National Market System. Companies included in the REIT Index as of
December 31, 1996 are identified on Exhibit A attached hereto. Also identified
on Exhibit A are companies included in the REIT Index as of December 31, 1995,
but not included as of December 31, 1996 because of one or more of the following
reasons: (i) the company has been liquidated or consolidated into another REIT;
(ii) the stock of the company has ceased trading on the New York Stock Exchange,
American Stock Exchange or the NASDAQ National Market System; or (iii) the
company has lost its status as a real estate investment trust.
The return on investment in MITS' common stock depicted below is based
on an estimate of the share value, as no public market for the shares exists. To
compute share value as of the fiscal year ends of 1991 and 1992 referenced in
the graph, MITS used a formula having as its components the net book value of
MITS' properties, the market value of mortgage-backed securities and the book
value of its other assets and liabilities. For 1993 and thereafter, MITS used
the same formula, except that the value of MITS' properties was determined based
on independent third party appraisals (other than one property purchased in
December, 1994 as to which the amount invested in the property was used as its
value for 1994). Such appraisals were not conducted during the previous periods.
For each of the years covered, the net asset value so determined was divided by
the number of shares then outstanding to determine value per share. The graph
below shows the value of $100 invested on December 31, 1991 as of the year ends
depicted, assuming dividend reinvestment on each date paid, based on such
estimated share prices as of the quarter end immediately preceding such dividend
payment.
[PERFORMANCE GRAPH PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION IN HARD
COPY]
The foregoing table sets forth the value of $100 on December 31, 1991 and on
each year end thereafter.
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Officers
Set forth below are MITS' executive officers (other than Thomas P.
Lydon, Jr. and William A. Finelli whose biographical information is set forth
under the Section entitled Nominees), their principal occupations during the
past five years or more and their ages.
Kevin M. Howley 40 Mr. Howley is Managing Director, head of the
President and Commercial Operating Unit of the Advisory
Chief Executive Officer Company, and became President and Chief
Executive Officer of MITS in March 1997. He
joined the Advisory Company in July 1994, and
held the positions of Portfolio Manager and
Senior Portfolio Manager before being named to
his present position in April 1997. Prior to
joining the Advisory Company, Mr. Howley was
employed by Metropolitan Life since 1980,
where he was involved in a variety of real
estate- related activities, including mortgage
lending, asset management and acquisitions.
His last position with Metropolitan Life was
Assistant Vice President in the Real Estate
Investment Management Department commencing in
November 1992. Mr. Howley graduated from
Loyola Marymount University in 1978 with a
Bachelor of Arts Degree and from University of
California at Los Angeles in 1995 with a
Master's Degree in Business Administration.
Herman H. Howerton 53 Since August, 1988, Mr. Howerton has been a
Vice President, Vice President and General Counsel of the
General Counsel and Advisory Company and was Senior Vice
Secretary President, Corporate Counsel from March to
August 1988. In April, 1997, he also became
Managing Director of the Advisory Company. He
has been a Vice President and General Counsel
and Secretary of MITS since its formation. Mr.
Howerton received a Bachelor of Arts Degree
from California State University at Fresno in
1965 and a Juris Doctor Degree from Harvard
Law School in 1968. He is a member of the
State Bar of California and a licensed
California real estate broker.
Certain Relationships and Related Transactions
MITS is a party to the Advisory Agreement with the Advisory Company.
Thomas P. Lydon, Jr., the Chairman of MITS, is President and Chief Executive
Officer and a Director of the Advisory Company. William A. Finelli, a Director
and Vice President, Chief Financial Officer of MITS, is Vice President, Chief
Financial Officer, Treasurer and Managing Director of the Advisory Company.
Kevin M. Howley, President and Chief Executive Officer of MITS, is Managing
Director, head of the Commercial Operating Unit of the Advisory Company.
The term of the Advisory Agreement has been extended by the action of
the Board of Directors to March 31, 1998. Services provided to MITS by the
Advisory Company include investment advice, real estate and disposition
assistance, financial services and asset management services.
MITS' Advisory Agreement with the Advisory Company provides, among
other things, for payment of regular quarterly advisory compensation, together
with reimbursement of certain expenses. (See "General Information -
Compensation" above for information regarding this advisory compensation.) Under
the Advisory Agreement, the Advisory Company and its affiliates are entitled to
reimbursement for all costs incurred in providing services to MITS. These
reimbursable costs fall into two categories: direct costs and allocated common
overhead costs. Such reimbursable costs include, but are not limited to, the
cost of rent, goods or material furnished or incurred by the Advisory Company in
connection with services rendered to or for the benefit of MITS based upon the
compensation of the individuals involved and an appropriate share of overhead.
Such reimbursable costs also include costs of legal, accounting, and other
contracted services, and related general and administrative costs. The Advisory
Agreement also provides for payment to the Advisory Company of subordinated real
estate commissions for substantial services rendered in the sale of MITS'
properties, and of a subordinated incentive fee out of proceeds from sales of
MITS' properties and mortgage-backed securities, both subordinated to the
receipt by shareholders of a certain amount of dividends.
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During 1996, Metric Realty as the Advisory Company (see "General
Information - Compensation" above for information regarding assignment of the
Advisory Agreement by Metric Realty) earned advisory fees of $228,829 and
received or had the right to receive as of December 31, 1996, $199,494 in
reimbursement of expenses. Metric Realty earned no acquisition or other fees
from MITS in 1996.
Additionally, MITS has entered into an agreement with State Street
Research pursuant to which State Street Research manages MITS' mortgage-backed
securities portfolio. State Street Research is a subsidiary of Metropolitan Life
and an affiliate of the Advisor. During 1996, State Street Research earned
$38,369 in fees.
The above described arrangements were not made pursuant to arm's length
negotiations. However, in the opinion of the Independent Directors of MITS, the
terms are as beneficial to MITS as terms which could be obtained from an
independent third party or parties for similar services and the compensation of
the Advisory Company and State Street Research is reasonable in relation to the
nature and quality of services performed by the Advisory Company and State
Street Research, respectively.
Independent Auditors
Ernst & Young, independent auditors, provided auditing services to MITS
in 1996. The Directors have also selected Ernst & Young to examine the financial
statements of MITS for the year ending December 31, 1997. A representative of
Ernst & Young will be present at the Annual Meeting to respond to appropriate
questions. Such representative will also have the opportunity to make a
statement at the meeting if he or she desires to do so.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires the officers and directors of a public company and persons who
beneficially own more than ten percent of a registered class of its equity
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC") on Forms 3, 4 and 5 and to submit
copies of these Forms to the company. Under Section 16 of the Exchange Act, MITS
is required to identify in this Proxy Statement the name of each person who
failed to file a required Form on a timely basis and to set forth the number of
late Forms, the number of transactions that were not reported on a timely basis
and any known failure to file a required Form.
Based solely on its review of the copies of any Forms 3, 4 and 5
received by it, and written representations from certain reporting persons that
no Forms 5 were required for those persons, MITS believes that during the most
recent fiscal year, all filing requirements under Section 16(a) of the Exchange
Act applicable to those persons who were, at any time during the last fiscal
year of MITS, officers, directors or greater than ten percent shareholders of
MITS were complied with.
PROPOSAL ONE
NOMINATION AND ELECTION OF DIRECTORS
General
At the Annual Meeting, Directors are to be elected who will hold office
until the next annual meeting of shareholders and until the election of their
respective successors, or until their earlier death, resignation, or removal.
On June 13, 1996, Donald K. Devine, Robert A. Fiddaman, William F.
Garlock, William G. Moeckel, Jr. and Robert M. Rouse were elected as Directors
of MITS. Messrs Devine and Fiddaman, who are officers of the Advisory Company or
an affiliate, resigned as Directors in March, 1997, and William A. Finelli and
Thomas P. Lydon, Jr. were elected as Directors by the remaining MITS Directors
on March 27, 1997, to fill the vacancies created by such resignations. Messrs.
Finelli, Garlock, Lydon, Moeckel, and Rouse's terms as Directors end as of the
date of the Annual Meeting scheduled for June 25, 1997 and upon their reelection
or the election of their successors. Each has been nominated for reelection.
Each such nominee has agreed to serve if elected, and management has no reason
to believe that any nominee will be unavailable to serve. Unless otherwise
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instructed, the proxy holders will vote the proxies received by them for the
election of the five nominees named below. The proxies cannot be voted for a
greater number of persons than the number of nominees named. If any nominee
becomes unavailable for election for any reason, the Shares represented by the
proxies will be voted for any substitute nominee designated by the Directors. If
additional persons are nominated by persons other than the Board, discretionary
authority is hereby solicited for the proxy holders in their discretion to vote
all proxies received by them according to the cumulative voting rules to assure
the election of as many of the five nominees listed below, or substitute
nominees designated by the Directors, as possible. See "Voting Rights and
Outstanding Shares" set forth above. The five nominees receiving the highest
number of affirmative votes of the Shares entitled to be voted at the Annual
Meeting will be elected Directors of MITS. The inspector of elections at the
Annual Meeting will tabulate the votes with respect to nominees by recording the
total number of votes for each nominee and the number of votes withheld with
respect to each of the Board's nominees. Votes withheld shall have no legal
effect, except that the shares represented thereby will be counted as present
for the purpose of determining whether a quorum is present at the meeting. With
respect to any other matters that may properly come before the Annual Meeting,
the inspector of elections will record the number of votes in favor of such
matter, the number of votes opposed and the number of abstentions.
Of the five Directors nominated, three are Independent Directors and
two are officers of the Advisory Company and/or its Affiliates. The Bylaws of
MITS require that a majority of the Directors be Independent Directors and that
successor Independent Directors be nominated by the remaining Independent
Directors.
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Nominees
The following table indicates each nominee's age and his principal
experience during the past five or more years:
Thomas P. Lydon, Jr. 48 Mr. Lydon has been President and Chief
Chairman Executive Officer of the Advisory Company
since February 1995 and became Chairman of
MITS in March 1997. Prior to joining the
Advisory Company, Mr. Lydon was from April
1992, an Executive Vice President of MBL Life
Assurance Corporation ("MBL") (formerly Mutual
Benefit Life Insurance Company) chosen by the
New Jersey Department of Insurance to oversee,
rebuild and organize the real estate
investment division of MBL. Mr. Lydon's
experience before joining MBL included serving
as Executive Vice President and principal of
Manhattan Capital Realty Corporation, an
investment banking firm, from 1990 to 1992,
and as Senior Vice President of Unicorp
American Corporation, a real estate and
banking firm, from 1985 to 1990. Mr. Lydon
graduated from Syracuse University with a
Bachelor's Degree in Business Adminstration in
1970.
William A. Finelli 39 Mr. Finelli has been Managing Director, and a
Director, Vice President, Vice President, Chief Financial Officer and
Chief Financial Officer Treasurer of the Advisory Company since August
and Treasurer 1995 and became a Director of MITS in March
1997 and its Vice President, Chief Financial
Officer and Treasurer in April 1997. He is
responsible for overseeing the day to day
activity of the accounting, finance,
technology and valuation areas of the Advisory
Company. Before he joined the Advisory
Company, Mr. Finelli served from November 1983
as a financial executive of MBL. His last
position with MBL was Vice President - Real
Estate Accounting. While at MBL, he was until
January 15, 1993 Vice President and Treasurer
of Mutual Benefit Overseas, Inc. ("MBO"), an
affiliate of MBL. By an August 1992 agreement,
all of the common equity of MBO was
transferred to a third-party receiving agent
for the benefit of MBO's bondholders. This
agreement was approved by the Court in October
1992 and by the bondholders on January 20,
1993. On January 26, 1993, MBO consented to
the entry of an order for relief in an
involuntary Chapter 11 proceeding that had
been filed against MBO by certain of its
bondholders on January 8, 1993. A consensual
plan was approved that provided for the
liquidation of MBO. Prior to his years at MBL,
Mr. Finelli was with Ernst & Young, a public
accounting firm. Mr. Finelli graduated from
Rutgers University with a Bachelor's Degree in
Accounting in 1979 and is a certified public
accountant.
William F. Garlock (1) 47 Mr. Garlock is President and a director of
Director Garlock & Company, a real estate merchant bank
he formed in 1987. He resigned in June 1993 as
President and a member of the Board of
Directors of Lincoln N.C. Realty Fund
Incorporated, a publicly-held real estate
investment trust, positions he held for more
than 5 years. Prior to 1987, Mr. Garlock spent
five years with Blackman, Garlock, Flynn &
Co., a real estate merchant banking firm he
started in San Francisco. From 1977 through
1981, he served as Senior Vice President in
charge of Finance for Daon Corporation, a real
estate developer based in Canada. Mr. Garlock
currently serves as a member of the Board of
Directors of Brennan, Garlock, Inc., a private
banking firm. He received a Bachelor of Arts
Degree from the University of California at
Santa Barbara and a Master's Degree in
Business Administration from Stanford
University.
- ------------------------
(1) Independent Director
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William G. Moeckel, Jr. (1) 50 Mr. Moeckel is President of Moeckel & Co. and
Director a partner in Thayer Hotel Investors II, L.P.,
a private investment partnership investing in
U.S. hotel assets. He was instrumental in the
formation in 1996 of this partnership and
serves as its Chief Acquisitions Officer. Mr.
Moeckel has over 20 years of diversified real
estate development experience. From 1989
through January of 1993, he was managing
partner of Moeckel, Murphy & Co. From 1986 to
May of 1989, he was President of Cumberland
Peale, Ltd. From 1984 through 1986, he was
Senior Vice President and Director of Hotel
Development of The Landmarks Group, a
commercial real estate development company
based in Atlanta. From 1978 to 1984, he was a
partner in the Atlanta office of Laventhol and
Horwath, Certified Public Accountants. Mr.
Moeckel has also previously served as Senior
Vice President and Chief Development Officer
of Embassy Suites, Inc. Mr. Moeckel holds a
real estate broker's license in Georgia and is
a member of the Atlanta Board of Realtors. He
graduated from Cornell University with a
Bachelor of Science Degree in 1972.
Robert M. Rouse (1) 50 Mr. Rouse is the President of Woodmont Real
Director Estate Services, a real estate management and
consulting firm located in Belmont,
California, which merged with Rouse Real
Estate Associates, a real estate management
and consulting firm. Since January 1994 he has
also been a Director of a private real estate
investment trust for institutional investors
which has invested in apartment properties and
for which the Advisory Company is the Advisor.
Mr. Rouse was president of Rouse Real Estate
Associates from 1986-1990. In 1985, Mr. Rouse
was President of Brichard Management Corp., a
San Francisco-based real estate investment
company, where he had responsibility for
property acquisition and management throughout
California and Arizona. From 1973 to 1985, he
was employed by the Fox Group, where he served
in a number of capacities, including Senior
Vice President, National Sales and Executive
Vice President and Chief Operating Officer of
Fox & Carskadon Management Corporation. Mr.
Rouse graduated from Golden Gate University in
1969 with a Bachelor of Science Degree in
Accounting and Management and in 1977 with a
Master's Degree in Business Administration-
Finance. Mr. Rouse has been designated a
Certified Property Manager by the Institute of
Real Estate Management.
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(1) Independent Director
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THE DIRECTORS RECOMMEND A VOTE "FOR" THE ELECTION OF DIRECTORS AS SET
FORTH IN PROPOSAL ONE, AND IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY,
MANAGEMENT PROXIES WILL BE SO VOTED.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any shareholder intending to present a proposal at the next Annual
Meeting of shareholders (which will be held in 1998) and desiring management to
consider that proposal for inclusion in the proxy statement relating to that
meeting must submit the proposal by certified mail, return receipt requested, to
the MITS' executive offices, to the attention of MITS' Secretary, no later than
January 5, 1998.
OTHER BUSINESS
At this date, the Board of Directors knows of no other matters proposed
to be brought before the meeting. If any other business should properly come
before the meeting for shareholder action, the persons named in the enclosed
proxy will vote the shares represented by the proxies in accordance with their
best judgment.
A copy of MITS' 1996 Annual Report and Form 10-K as filed with the
Securities and Exchange Commission is enclosed herewith. If you desire
additional copies of the 1996 Annual Report, please write to: Investor Services,
Metric Income Trust Series, Inc., One California Street, Suite 1400, San
Francisco, California 94111.
BY ORDER OF THE BOARD OF DIRECTORS
OF METRIC INCOME TRUST SERIES, INC.
Dated: April 30, 1997
San Francisco, California
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EXHIBIT A
<TABLE>
<CAPTION>
Companies in 1996 Finite-life REIT Index Companies in 1995 Finite-life REIT Index,
- ---------------------------------------- but not in 1996 Index
-----------------------------------------
<S> <C>
Allied Capital Commercial Corporation Banyan Strategic Land Fund II
American Industrial Properties REIT Brandywine Realty Trust
Angeles Mortgage Investment Trust CRI Liquidating REIT, Inc.
Angeles Participating Mortgage Trust Franklin Real Estate Income Fund
Arizona Land Income Corporation Meridian Point Equity Trust IV
Banyan Strategic Realty Trust Co. Meridian Point Realty Trust VI Co.
Commercial Net Lease Realty, Inc. Meridian Point Realty Trust VII Co.
EQK Realty Investors I Partners Preferred Yield, Inc.
Income Opportunity Realty Investors Partners Preferred Yield II, Inc.
Meridian Point Equity Trust '83 Partners Preferred Yield III, Inc.
Meridian Point Realty Trust VIII Co. PS Business Parks
National Income Realty Trust Public Storage Properties IX, Inc.
Nooney Realty Trust, Inc. Public Storage Properties X, Inc.
Public Storage Properties XI, Inc. Public Storage Properties XII, Inc.
Public Storage Properties XIV, Inc. Resort Income Investors, Inc.
Public Storage Properties XV, Inc. Rockefeller Center Properties, Inc.
Public Storage Properties XVI, Inc. Storage Properties, Inc.
Public Storage Properties XVII, Inc. Vanguard Real Estate Fund I
Public Storage Properties XVIII, Inc. Vanguard Real Estate Fund II
Public Storage Properties XIX, Inc. Vimisys Investment Properties Trust (formerly
Public Storage Properties XX, Inc. Mellon Participating Mortgage Trust)
Transcontinental Realty Investors, Inc.
</TABLE>
10
<PAGE>
BY SIGNING AND DATING THE BOTTOM PORTION OF THIS FORM, YOU AUTHORIZE THE PROXY
TO VOTE EACH PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE "FOR" EACH PROPOSAL
AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS FORM AT ONCE IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
METRIC INCOME TRUST SERIES, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS THOMAS P. LYDON, JR. OR HERMAN H. HOWERTON AS
PROXY, WITH FULL POWER OF SUBSTITUTION, AND HEREBY AUTHORIZES EITHER OF THEM TO
REPRESENT AND TO VOTE, AS DESIGNATED BELOW, ALL SHARES OF STOCK OF METRIC INCOME
TRUST SERIES, INC. HELD OF RECORD BY THE UNDERSIGNED ON APRIL 28, 1997 AT THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AT THE PARK HYATT, 333 BATTERY STREET,
SAN FRANCISCO, CALIFORNIA, ON WEDNESDAY, JUNE 25, 1997 AT 10:00 A.M. PACIFIC
DAYLIGHT SAVINGS TIME, OR AT ANY ADJOURNMENT THEREOF.
TO VOTE IN ACCORDANCE WITH THE DIRECTORS' RECOMMENDATION, JUST SIGN BELOW; NO
BOXES NEED TO BE CHECKED.
TO ELECT DIRECTORS (WITH AUTHORITY TO CUMULATE VOTES); THE NOMINEES ARE:
A) THOMAS P. LYDON, JR. C) WILLIAM F. GARLOCK E) ROBERT M. ROUSE
B) WILLIAM A. FINELLI D) WILLIAM G. MOECKEL, JR.
TO VOTE FOR ALL NOMINEES MARK AN "X" IN THE "FOR ALL" BOX ON THE MIDDLE PORTION
OF FORM. TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE MARK AN "X" IN THE BOX
MARKED "FOR ALL EXCEPT," AND MARK ANOTHER "X" IN THE APPROPRIATE NOMINEE'S BOX.
TO WITHHOLD AUTHORITY ON ALL NOMINEES MARK AN "X" IN THE "WITHHOLD ALL" BOX.
TO VOTE MARK AN X IN BLUE OR BLACK INK ON THE PROXY FORM BELOW. KEEP THIS
PORTION FOR YOUR RECORD.
(DETACH HERE AND RETURN THIS PORTION ONLY)
METRIC INCOME TRUST SERIES, INC.
VOTE ON DIRECTORS
ONLY USE TO WITHHOLD AUTHORITY TO VOTE ON INDIVIDUAL NOMINEES
With- For
For or Hold or All
All All Except 1. A B C D E
|_| |_| |_| |_| |_| |_| |_| |_|
2. IN THEIR DISCRETION, THE PROXY IS AUTHORIZED
TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
THIS PROXY MUST BE SIGNED AND DATED BELOW.
IF YOU DO NOT SIGN AND RETURN THIS FORM, METRIC INCOME TRUST SERIES, INC. MAY
INCUR THE ADDITIONAL EXPENSE OF A SECOND MAILING IN ORDER TO HAVE A SUFFICIENT
NUMBER OF SHARES REPRESENTED AT THE MEETING.
SPECIAL INSTRUCTIONS
--------------------
PLEASE SIGN EXACTLY AS NAME APPEARS ABOVE. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH MUST SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE SIGN FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
DATE
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SIGN HERE
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SIGN HERE
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SIGN HERE
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