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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 Rule 14a-11(c) or Rule 14a-12
AFG Investment Trust C
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22 (a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(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.
/ / 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:
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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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AFG INVESTMENT TRUST C
98 North Washington Street
Boston, Massachusetts 02114
This Solicitation Statement is being furnished to each holder
(individually, a "Beneficiary," and, collectively, the "Beneficiaries") of
Beneficiary Interests (the "Interests") in AFG Investment Trust C, a Delaware
business trust (the "Trust"), in connection with the solicitation by the Trust
of the consent of the Beneficiaries to a proposed amendment (the "Amendment") to
the Amended and Restated Declaration of Trust of the Trust (the "Trust
Agreement"). AFG ASIT Corporation, a Massachusetts corporation, is the Managing
Trustee of the Trust (the "Managing Trustee").
The Amendment would:
- - (i) amend the provisions of the Trust Agreement governing the redemption
of Interests to permit the Trust to offer to redeem outstanding Interests at
such times, in such amounts, in such manner and at such prices as the
Managing Trustee of the Trust may determine from time to time, in accordance
with applicable law; and
- - (ii) add a provision to the Trust Agreement that would permit the Trust
to issue, at the discretion of the Managing Trustee and without further
consent or approval of the Beneficiaries, an additional class of security
with such designations, preferences and relative, participating, optional or
other special rights, powers and duties as the Managing Trustee may fix.
Such security, if it were to be offered and sold, would provide the Trust
with the funds:
- - (a) to implement more expansive Interest redemption opportunities for
Beneficiaries without using Trust funds which may otherwise be available for
current cash distributions; and
- - (b) to make a special one-time distribution (the "Special Distribution")
to Beneficiaries.
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Pursuant to Section 11.2 of the Trust Agreement, the adoption of the
Amendment requires the consent of Beneficiaries holding more than 50% in the
aggregate of the Interests held by all Beneficiaries. This Solicitation
Statement and the accompanying consent form are being mailed to Beneficiaries of
record as of October 1, 1996. As of October 1, 1996, there were 2,011,094
Interests outstanding, all of which are entitled to participate in voting on the
Amendment.
The consent form enclosed with this Solicitation Statement, to be valid,
must be signed by the record owner(s) of the Interests and returned to the
Managing Trustee by December 6, 1996 (subject to extension at the discretion of
the Managing Trustee). A properly executed consent form received by the Managing
Trustee will be voted in accordance with the direction indicated on the form. If
no direction is indicated, a properly executed consent form received by the
Managing Trustee will be voted in favor of the Amendment. Voting on the
Amendment will be conducted only by written consent and no formal meeting of the
Beneficiaries will be held. THE MANAGING TRUSTEE RECOMMENDS THAT YOU CONSENT TO
THE AMENDMENT.
BENEFICIARIES ARE ASKED TO VOTE BY MARKING AND SIGNING THE ACCOMPANYING
CONSENT FORM AND RETURNING IT PROMPTLY IN THE ENCLOSED ENVELOPE SO THAT IT IS
RECEIVED BY DECEMBER 6, 1996. THE CONSENT FORM MAY ALSO BE RETURNED BY FACSIMILE
AT (214) 999-9323 OR (214) 999-9348.
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TABLE OF CONTENTS
-----------------
Summary of Amendment...................................................4
Background and Purposes of Amendment...................................5
Factors to Consider...................................................10
Consent of Beneficiaries..............................................12
Additional Information Concerning the Trust...........................14
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SUMMARY OF AMENDMENT
--------------------
Consenting to the Amendment will permit the Trust to do the following:
1. OFFER TO REDEEM INTERESTS HELD BY BENEFICIARIES IN OTHER THAN THE
LIMITED CIRCUMSTANCES CURRENTLY PERMITTED BY THE TRUST AGREEMENT. Currently, the
Trust Agreement permits redemption of Interests in only two circumstances.
Section 9.6 of the Trust Agreement gives a Beneficiary the right to tender
interests for redemption by the Trust in certain limited circumstances, and
Section 9.5 of the Trust Agreement gives the Trust the right to redeem only
those Interests held by Beneficiaries who are not U.S. citizens, also in certain
limited circumstances. The Amendment would permit the Managing Trustee to offer
to redeem outstanding Interests at such times, in such amounts, in such manner
and at such prices as the Managing Trustee may determine from time to time, in
accordance with applicable law. Any new redemption program would be structured
and implemented so as to preserve the status of the Trust as an entity taxable
as a partnership for federal income tax purposes and so as to prevent the Trust
from being terminated for federal income tax purposes. There is no assurance,
however, that the Managing Trustee will in fact implement any program offering
more expansive Interest redemption opportunities for Beneficiaries.
2. PERMIT THE TRUST TO ISSUE AN ADDITIONAL CLASS OF SECURITY. Currently,
the Trust Agreement does not offer the Trust the flexibility of raising
additional funds by issuing an additional class of security. Furthermore, if the
Trust were to use cash flow from operations or further leverage its assets to
fund a more expansive Interest redemption program, it would negatively impact
the current cash distributions to Beneficiaries. Although the specific
provisions of any additional
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security that the Trust might offer have not been determined, the Managing
Trustee intends to include certain subordinated features that would prevent
distributions to purchasers of the new security if the current class of
Beneficiaries did not receive distributions on their Interests at least equal to
the current rate (currently $0.41 per Interest per quarter). If such additional
class of security could be offered and sold, the Trust would have funds to
implement one or more Interest redemption programs without negatively affecting
current cash distributions. The Managing Trustee also intend to cause the Trust
make a special one-time distribution to the current class of Beneficiaries of
approximately 20% of the net offering proceeds received in such an offering (the
"Special Distribution"). Further, the Managing Trustee will seek to have the
Trust offer any such security first to the current class of Beneficiaries,
subject to regulatory approval. There is no assurance, however, that the Trust
will, in fact, offer an additional class of security or as to the terms thereof
or that, if such an offering were made, it would be successful.
BACKGROUND AND PURPOSES OF AMENDMENT
------------------------------------
The following is a discussion of the background and purposes of the
Amendment. The exact language of the Amendment is set forth in Exhibit A to this
Solicitation Statement. The summary of the Amendment in the following discussion
is qualified in its entirety by reference to Exhibit A.
The Trust is soliciting the consent of the Beneficiaries to the Amendment
in order to give the Trust the flexibility to achieve two interrelated
objectives. The first is to permit the Trust to offer increased liquidity to
Beneficiaries by expanding the ability of the Trust to redeem Interests. The
second is to permit the Trust to
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issue an additional class of security which, if offered and sold, would provide
the Trust with the funds to implement more expansive Interest redemption
opportunities for Beneficiaries as well as to make a special one-time
distribution to pre-offering Beneficiaries.
REDEMPTION OF INTERESTS. Currently, the Trust has only a limited ability
to redeem Interests. Pursuant to Section 9.6 of the Trust Agreement, a
Beneficiary has the right to tender Interests for redemption by the Trust if
certain conditions are satisfied, including the following:
(i) Interests may be tendered by Beneficiaries for redemption by the
Trust only on a date selected by the Managing Trustee, which cannot be declared
more than once a year;
(ii) The Trust may not redeem Interests in any fiscal quarter in which
the distribution paid in that quarter is less than $0.625 per Interest (the
current level of distributions would not permit redemptions under this
provision);
(iii) In general, not more than 10% of the Interests may be redeemed in
any taxable year of the Trust, and in calculating this percentage the Trust must
aggregate its redemptions with all other sales or other disposition of Interests
by Beneficiaries to third parties during the year; and
(iv) Interests can only be redeemed at a redemption price equal to 90% of
the original purchase price less distributions received, a formula which may not
produce a price that is attractive either to the Trust or to the Beneficiary.
The Trust also has the right, pursuant to Section 9.5 of the Trust
Agreement, to redeem Interests held by Beneficiaries whose status changes from
U.S. citizen to non-U.S. citizen or whose status as a U.S. citizen is not
confirmed by the
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Beneficiary, in order not to exceed the maximum number of non-eligible persons
permitted to be Beneficiaries under applicable rules and regulations.
The Managing Trustee believes that the current redemption provisions are
too limited. Given the current level of quarterly distributions, the current
redemption provisions do not permit the Trust to redeem any Interests. If the
Trust Agreement were amended to permit the Trust to offer to redeem outstanding
Interests at such times, in such amounts, in such manner and at such prices as
the Managing Trustee may determine from time to time, in accordance with
applicable law, the Managing Trustee would then be able to offer Beneficiaries
the opportunity to have their Interests redeemed, either directly by the Trust
or through secondary market purchases by the Trust, at prices that the Managing
Trustee believes would be attractive to the Trust while giving Beneficiaries who
desire liquidity the opportunity to dispose of their Interests.
In 1995, the Managing Trustee reduced the amount of distributions to
Beneficiaries from $0.63 to $0.315 per Interest (on a quarterly basis).
Recently, the Managing Trustee increased the quarterly distribution rate to
$0.41 per Interest. The Managing Trustee intends to issue any additional class
of security with certain subordinated features that would allow the Trust to
redeem Units without reducing the current distribution rate. The Managing
Trustee believes that it would be willing to cause the Trust to acquire
Interests currently at a price that is at or greater than the prices at which
Interests have recently traded in the secondary market but less than the current
formula redemption price provided for in the Trust Agreement. The Managing
Trustee further believes that it might be willing at some point in the future to
cause the Trust to acquire Interests at a price that is greater
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than the then formula redemption price provided for in the Trust Agreement,
because such price decreases dollar for dollar by the amount of distributions
made, without regard for the time value of money. Any new redemption program
would be structured and implemented so as to preserve the status of the Trust as
an entity taxable as a partnership for federal income tax purposes and so as to
prevent the Trust from being terminated for federal income tax purposes.
There is no assurance that if the Amendment were approved by the
Beneficiaries the Trust would in fact offer to redeem any Interests, however,
or that if Interests were redeemed on one occasion Interests would be redeemed
on subsequent occasions. There is also no assurance that any price at which the
Trust would offer to redeem Interests would be acceptable to Beneficiaries.
ISSUANCE OF ADDITIONAL SECURITIES. Currently, the Trust is not permitted
to issue additional securities. If the Trust Agreement were amended to permit
the Trust to issue an additional class of security with such designations,
preferences and relative, participating, optional or other special rights,
powers and duties as the Managing Trustee may fix, the Trust would have funds,
if such securities were offered and sold, to implement more expansive Interest
redemption opportunities for Beneficiaries without using cash flow from
operations which may otherwise be available for current cash distributions.
Furthermore, the Managing Trustee intends to cause any additional class of
security to have certain subordinated features that would prevent distributions
to purchasers of the new security if the current class of Beneficiaries did not
receive distributions on their Interests at least equal to the current rate.
Accordingly, the Trust would have the ability to redeem Units without negatively
affecting the current distribution rate. The Managing
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Trustee currently intends to have the Trust make the Special Distribution to the
current class of Beneficiaries of approximately 20% of the net cash proceeds
received in such an offering. The Managing Trustee intends to have the Trust
offer any such security first to the current class of Beneficiaries, subject to
regulatory approval.
The Amendment would give the Managing Trustee discretion to issue the
additional class of security without further consent or approval of the
Beneficiaries. The rights, powers and duties of the additional class will differ
from those of the existing Interests. The specific provisions of any security
that the Trust might offer have not been determined at present and will depend
on a variety of factors existing at the time of the proposed issuance. Such
factors could include the quality of the Trust's portfolio, interest rates and
perceived demand for the security. The Managing Trustee expects that the
provisions of the security would be favorable to potential purchasers, so that
the securities would be sold and funds raised. There is no assurance, however,
that a security could be designed that would be successfully sold.
The Managing Trustee expects that any security that the Trust might offer
would have voting rights, and might have more than one vote per unit.
Accordingly, depending upon the actual number of securities issued and sold and
the subsequent number of Interests redeemed, voting control of the Trust could
change. The Managing Trustee currently expects that any security that the Trust
might offer would, subject to regulatory approval, first be offered to all the
holders of interests in the Trust (Beneficiaries, the Managing Trustee and the
Special Beneficiary) in proportion to their economic interest, which is 90.75%
in the Beneficiaries, 8.25% in
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the Special Beneficiary and 1% in the Managing Trustee. To the extent holders
of economic interest in the Trust did not subscribe for their full pro-rata
share of the new security, the balance of the offering would be allocated among
holders of economic interest in the Trust who had indicated their willingness to
purchase more than their pro-rata share, up to each such interest holder's full
pro-rata share of the balance based upon the relative economic interest of the
interest holders participating in the second allocation round. The Managing
Trustee and the Special Beneficiary can be expected to seek to purchase the
maximum amount of any new security that they would be entitled to purchase in
both allocation rounds.
FACTORS TO CONSIDER
-------------------
BENEFITS OF AMENDMENT. Beneficiaries currently have limited liquidity in
their investment in the Trust. If the Amendment is approved, and if the Managing
Trustee subsequently determines to expand Interest redemption opportunities for
Beneficiaries and is able to raise the necessary funds through the issuance of
an additional class of security, the opportunities for Beneficiaries to dispose
of their Interests for cash would increase and the Beneficiaries could be
expected to receive the Special Distribution.
DISADVANTAGES OF THE AMENDMENT. The Amendment would permit the Managing
Trustee, without any further consent or approval of the Beneficiaries, to issue
an additional class of security with such designations, preferences and
relative, participating or other special rights, powers and duties, including
rights, powers and duties senior to the existing Interests, as the Managing
Trustee may fix. Any issuance of an additional class of security with equal or
greater voting rights
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could, depending upon the number of units issued, the identity of the holders of
interests in the Trust who participate in the purchase of the new security and
the identity of the Beneficiaries who participate in any future Interest
redemption opportunity, have the effect of diluting the voting rights of the
current Beneficiaries. Any issuance of an additional class of security would
also have a dilutive effect on any Beneficiary who did not purchase his or her
pro rata share of the issuance.
Further, the Trust might not be successful in selling any additional
securities, in which event it would not implement any more expansive Interest
redemption opportunities the current limited liquidity of Beneficiaries would
continue and there would be no Special Distribution. Any issuance of an
additional class of security would also have to satisfy the requirements of
federal and state securities laws and regulators applying those laws, which
could affect the timing, structure and feasibility of any issuance or redemption
of securities as well as the availability of such security for purchase by
Beneficiaries in certain states.
ALTERNATIVES. The Managing Trustee considered alternatives to the issuance
of a second class of equity security as a means of raising the funds the Trust
would need to effect a broader Interest redemption program. The alternatives
considered were raising funds through borrowings or using Trust cash flow. The
Managing Trustee believes that the issuance of a second class of security is
preferable to both the borrowing and the cash flow alternatives, because
implementing either of those alternatives would reduce the cash flow available
to the Trust for distribution to Beneficiaries and accordingly would probably
result in reduced distributions. Although the Managing Trustee is asking
Beneficiaries to approve the Amendment permitting the issuance of a second class
of security, having determined that this is
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the most feasible means of raising additional funds, there is no assurance that
the Trust will in fact ever determine to issue such security or, if such
determination to issue is made, that such security can or will be successfully
sold and funds raised for the purpose of redeeming Interests.
CONSENT OF BENEFICIARIES
------------------------
This Solicitation Statement is being furnished to Beneficiaries in
connection with the solicitation by the Trust of the consent of the
Beneficiaries to the Amendment. NO FORMAL MEETING OF BENEFICIARIES WILL BE HELD.
A properly executed consent form received by the Managing Trustee will be
voted in accordance with the direction indicated by the Beneficiary on the form.
If no direction is indicated, a properly executed consent form received by the
Managing Trustee will be voted in favor of the Amendment. To be counted, a
consent form must be received by the Managing Trustee prior to the earlier of
(a) December 6, 1996, subject to extension at the discretion of the Managing
Trustee, or (b) the date on which the Managing Trustee receives the affirmative
consent of Beneficiaries holding more than 50% in the aggregate of the Interests
held by all Beneficiaries. The consent form may be returned to the Managing
Trustee by mail or hand-delivery at The Herman Group, Inc., 2121 San Jacinto
Street, 26th Floor, Dallas, Texas 75201. A stamped envelope addressed to the
Managing Trustee is enclosed. The consent form may also be returned to the
Managing Trustee by facsimile at (214) 999-9323 or (214) 999-9348. To be valid,
a consent form must be signed by the record owner(s) of the Interests
represented thereby as listed in the records of the Trust. Pursuant to Section
12.1 of the Trust
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Agreement, a written consent may not be withdrawn or voided once it is received
by the Managing Trustee. All questions as to the validity (including time of
receipt) of all consent forms will be determined by the Managing Trustee, which
determinations will be final and binding.
On October 1, 1996, there were 2,210 Beneficiaries having in the aggregate
a 90.75% economic interest in the Trust, a Managing Trustee having a 1%
economic interest in the Trust and a Special Beneficiary having a 8.25%
economic interest in the Trust. A total of 2,011,094 Interests were
outstanding, all of which are entitled to participate in voting on the
Amendment. Under the Trust Agreement, neither the Managing Trustee nor the
Special Beneficiary is entitled to participate in voting on the Amendment. The
Special Beneficiary is Equis Financial Group, an affiliate of the Managing
Trustee. The Trust knows of no person or entity who beneficially owns more than
5% of the outstanding Interests.
This Solicitation Statement has been prepared under the direction of the
Managing Trustee. The costs of preparing and mailing this Solicitation Statement
and the enclosed consent form and soliciting consent will be paid by the Trust.
In addition to soliciting the consent of Beneficiaries by mail, representatives
of the Managing Trustee may, at the Trust's expense, solicit the consent of
Beneficiaries by telephone, telegraph, in person or by other means. In addition,
the Managing Trustee has retained The Herman Group, Inc. to solicit consent. The
fees of the The Herman Group, Inc. will be paid by the Trust and are estimated
to be $20,000.
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Pursuant to Section 11.2 of the Trust Agreement, the consent of
Beneficiaries holding more than 50% in the aggregate of the Interests held by
all Beneficiaries is required for approval of the Amendment. Upon receipt of
the requisite approval, it will be binding on all Beneficiaries, whether or not
they consented. Interests that are not voted in favor of the Amendment
(including Interests owned by Beneficiaries who do not return consent forms)
will not be counted toward the majority vote required for approval.
THE MANAGING TRUSTEE RECOMMENDS THAT THE AMENDMENT BE APPROVED AND URGES
EACH BENEFICIARY TO COMPLETE AND RETURN THE ENCLOSED CONSENT FORM IMMEDIATELY.
FAILURE TO ACT WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE AMENDMENT. ANY
BENEFICIARY WITH QUESTIONS RELATING TO THE AMENDMENT SHOULD TELEPHONE THE TRUST
AT (800) 738-5506.
ADDITIONAL INFORMATION CONCERNING THE TRUST
-------------------------------------------
The Interests are registered under the Securities Exchange Act of 1934 and
as a result the Trust files annual and quarterly reports and other information
with the Securities and Exchange Commission (the "Commission"). Such reports and
other information may be inspected at the Commission's public reference
facilities, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well
as the following regional offices: 7 World Trade Center, 13th floor, New York,
New York 10048, and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and copies of such materials may be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington,
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D.C. 20549, at prescribed rates. In addition, the Trust's Annual Report on Form
10-K for the year ended December 31, 1995, and its Quarterly Reports for the
three-month period ended March 31, 1996, and the six-month period ended June 30,
1996, respectively, may be obtained by Beneficiaries from the Trust by writing
to AFG Investment Trust c/o Equis Financial Group at 98 North Washington Street,
Boston, Massachusetts 02114.
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EXHIBIT A
The full text of the proposed Amendment to the Trust Agreement is as
follows:
AMENDMENT NO. 1
to
AMENDED AND RESTATED DECLARATION OF TRUST
THE AMENDED AND RESTATED DECLARATION OF TRUST OF AFG INVESTMENT TRUST C
made and agreed to by the Trustees and the Beneficiaries as of _____________,
_________ (the "Trust Agreement"), is hereby amended as of _________, 1996, as
follows:
1. Section 9.6 of the Trust Agreement is hereby amended by adding
the following new paragraph at the end of such Section:
In addition to the foregoing, the Trust shall have the right
to purchase and redeem Interests at such times, in such amounts, in
such manner and at such prices as the Managing Trustee may determine
from time to time in its sole discretion, provided, however, that
any such purchase and redemption shall not be in violation of any
applicable legal requirements, shall not result in the termination
under the Code of the Trust or of its status as an entity taxable as
a partnership, shall not result in the Trust being treated as a
publicly traded partnership, shall not cause the Trust to be deemed
an "investment company" pursuant to the provisions of the Investment
Company Act of 1940 and shall not cause the Assets of the Trust to
be considered "plan assets" under ERISA and the regulations
thereunder.
2. Section 12.2 of the Trust Agreement is hereby amended by deleting
the word "and" preceding clause (vii) and adding the following clause at the end
of such Section:
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10/9/96 12:32 PM
; and (viii) to authorize the Trust to issue an additional class of
Interests (or other securities), with any designations, preferences
and relative, participating, optional or other special rights,
including special voting rights, as shall be fixed by the Managing
Trustee.
Except as specifically amended hereby, the Trust Agreement as in effect
prior to this Amendment thereof remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 1 as of __________________, 1996.
MANAGING TRUSTEE: BENEFICIARIES:
AFG ASIT Corporation By: AFG ASIT Corporation, as
Attorney-in-Fact for each such
By: Person pursuant to Article XIII of
--------------------------------- the Trust Agreement
Authorized Officer
By:
--------------------------------
DELAWARE TRUSTEE: Authorized Officer
Wilmington Trust Company
By:
--------------------------------
Authorized Officer
SPECIAL BENEFICIARY:
Equis Financial Group
(formerly named American Finance
Group)
By:
--------------------------------
Authorized Officer
2
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10/9/96 12:32 PM
AFG INVESTMENT TRUST C
98 North Washington Street
Boston, Massachusetts 02114
Consent of Beneficiary
(SOLICITED ON BEHALF OF THE MANAGING TRUSTEE)
I have received and reviewed the Solicitation Statement dated
_______________, 1996 (the "Solicitation Statement"), from AFG Investment Trust
C (the "Trust") concerning proposed amendments to the Trust Agreement of the
Trust. I hereby
______ Consent ______ Do Not Consent ______ Abstain
for purposes of Article XII, Section 12.1, of the Trust Agreement to the
amendment of the Trust Agreement as set forth in the Solicitation Statement.
A properly executed Consent of Beneficiary received by the Managing
Trustee will be voted in accordance with the direction indicated hereby. If no
direction is indicated, a properly executed Consent of Beneficiary received by
the Managing Trustee will be voted in favor of the Amendment.
Number of Beneficiary Interests: __________
IF THE BENEFICIARY IS AN INDIVIDUAL
(IF JOINT TENANTS OR TENANTS-IN-COMMON,
BOTH OWNERS MUST SIGN):
- ----------------------------------------- -----------------------------
Signature Date Signature Date
- ----------------------------------------- -----------------------------
Print Name Print Name
IF THE BENEFICIARY IS A CORPORATION,
PARTNERSHIP OR TRUST:
- -----------------------------------------
Print Name of Entity
By:
--------------------------------------
Signature Date
--------------------------------------
Print Name and, if applicable, Title
PLEASE RETURN THIS CONSENT FORM NO LATER THAN DECEMBER 6, 1996 (SUBJECT TO
EXTENSION AT THE DISCRETION OF THE MANAGING TRUSTEE), IN THE ENVELOPE PROVIDED
HEREWITH OR TO THE TRUST C/O THE HERMAN GROUP, INC, 2121 SAN JACINTO STREET,
26TH FLOOR, DALLAS, TEXAS 75201, OR FAX IT TO (214) 999-9323 OR (214) 999-9348.
PLEASE CALL WITH ANY QUESTIONS OR TO CONFIRM FAX DELIVERY AT (800) 738-5506.
