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:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
N'TANDEM TRUST
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
N'TANDEM TRUST
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 1999
Notice is hereby given that the 1999 Annual Meeting of Shareholders
(the "Annual Meeting") of N'Tandem Trust, a California business trust (the
"Trust"), will be held at 10:00 a.m., Denver time, on June 15, 1999, at 6160
South Syracuse Way, Greenwood Village, Colorado 80111 for the following
purposes:
1. To elect three Trustees to serve on the Trust's Board of Trustees until the
2000 Annual Meeting of Shareholders;
2. To ratify the appointment of PricewaterhouseCoopers LLP as the Trust's
independent auditors for 1999; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
The close of business on April 15, 1999 has been fixed by the Trust's
Board of Trustees as the record date for the determination of the holders of the
Trust's Common Shares or Preferred Shares (the "Shareholders") entitled to
notice of, and to vote at, the Annual Meeting or any adjournments thereof.
We hope all Shareholders who can do so will attend the Annual Meeting
in person. Whether or not you plan to attend, we urge you to complete, date and
sign the enclosed proxy card and return it promptly in the enclosed
postage-prepaid envelope provided for that purpose. By returning your proxy
promptly you can help the Trust avoid the expense of follow-up mailings to
ensure the presence of a quorum at the Annual Meeting. If you attend the Annual
Meeting, you may revoke your proxy and vote your shares in person.
THE ENCLOSED PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE
TRUST. THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSED
MATTERS.
By Order of the Board of Trustees,
/s/ Gary P. McDaniel
Gary P. McDaniel
Chairman of the Board of Trustees
April 30, 1999
<PAGE>
N'TANDEM TRUST
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 1999
This Proxy Statement is being furnished to the holders (the
"Shareholders") of (i) common shares of beneficial interest, $.01 per share
("Common Shares"), and (ii) preferred shares of beneficial interest, $.01 per
share ("Preferred Shares" and, together with the Common Shares, the "Shares"),
of N'Tandem Trust, a California business trust (the "Trust"), in connection with
the solicitation of proxies by, and on behalf of, the Trustees of the Trust for
use at the Trust's 1999 Annual Meeting of Shareholders (the "Annual Meeting") to
be held at 6160 South Syracuse Way, Greenwood Village, Colorado 80111, on June
15, 1999, at 10:00 a.m., Denver time, or at any and all adjournments or
postponements thereof.
Shareholders are requested to complete, date and sign the enclosed
proxy card (the "Proxy") and return it in the postage-prepaid envelope provided.
Valid Proxies will be voted as specified thereon at the Annual Meeting.
Any Shareholder giving a Proxy in the accompanying form retains the power to
revoke such Proxy at any time prior to its exercise by delivering to the Trust a
written notice of revocation or a duly executed Proxy bearing a later date or
upon request if the Shareholder attends the Annual Meeting and chooses to vote
in person. Any notice of revocation sent to the Trust must include the
Shareholder's name and must be received prior to the Annual Meeting to be
effective. If a Proxy is properly signed, returned without specifying any
instructions and not revoked prior to the Annual Meeting, the Shares represented
by such Proxy will be voted FOR the election of the nominees to serve as
Trustees until the 2000 Annual Meeting of Shareholders and FOR ratification of
the appointment of PricewaterhouseCoopers LLP as the Trust's independent
auditors for 1999.
This Proxy Statement, the Notice of Annual Meeting of Shareholders and
the Proxy are first being sent to Shareholders on or about April 30, 1999.
ANNUAL REPORT
This Proxy Statement is accompanied by the Trust's Annual Report on
Form 10-KSB/A for the year ended December 31, 1998, including financial
statements audited by PricewaterhouseCoopers LLP, the Trust's independent
auditors, and their report thereon dated March 19, 1999.
VOTING SECURITIES AND RECORD DATE
Shareholders will be entitled to one vote for each Common Share and
Preferred Share held of record at the close of business on April 15, 1999 (the
"Record Date") with respect to the election of the three nominees to serve as
Trustees on the Trust's Board of Trustees, the ratification of the appointment
of PricewaterhouseCoopers LLP as the Trust's independent auditors and any other
proposal for shareholder action as may properly come before the Annual Meeting.
Abstentions and broker non-votes are each included in the determination of the
number of Shares present and voting for the purposes of determining whether a
quorum is present at the Annual Meeting and each is tabulated separately. The
Shares represented by valid Proxies which abstain with respect to any matter
will not be counted as an affirmative vote in determining whether the requisite
vote of the shares were cast in favor of that matter.
The disposition of business scheduled to come before the Annual
Meeting, assuming a quorum is present, will require the following affirmative
votes: (a) for the election of each of the three nominees to serve as Trustees,
a plurality of the Common Shares and the Preferred Shares, voting together as a
single class, present or represented by Proxy at the Annual Meeting and (b) for
the ratification of the appointment of PricewaterhouseCoopers LLP as the Trust's
independent auditors for the calendar year ending December 31, 1999, a majority
of the Common Shares and Preferred Shares, voting together as a single class,
present or represented by Proxy at the Annual Meeting.
As of the Record Date, the Trust had issued and outstanding 109,308
Common Shares and 98,073 Preferred Shares.
PROPOSAL 1 -- ANNUAL ELECTION OF TRUSTEES
The Board of Trustees of the Trust currently consists of three
Trustees: Gary P. McDaniel, Richard B.Ray and Kenneth G. Pinder.
All Trustees of the Trust are elected for a one-year term and continue in office
until their successors are elected and qualified.
Gary P. McDaniel, Richard B. Ray and Kenneth G. Pinder have been
nominated by the Board of Trustees for re-election as Trustees by the
Shareholders at the Annual Meeting to serve until the 2000 Annual Meeting of
Shareholders and until their respective successors are duly elected or
appointed. It is intended that the Shares represented by properly executed
Proxies will be voted by the Proxy holders FOR the re-election of the three
nominees listed below, unless authority to so vote is withheld. If the candidacy
of any of such nominees should, for any reason, be withdrawn, the Proxy holders
will vote in favor of the remaining nominees and for such substituted nominees
(if any) as shall be designated by the Proxy holders. The Board of Trustees has
no reason to believe that any of such nominees will be unable or unwilling to
serve as a Trustee if re-elected.
The following information is furnished regarding the three nominees
standing for election as Trustees.
Gary P. McDaniel, age 52, became a Trustee of the Trust in September
of 1997. He has been Chief Executive Officer and a Director of Chateau
Communities ("Chateau") since February 1997. Mr. McDaniel was Chairman
of the Board, President and Chief Executive Officer of ROC Communities, Inc.
("ROC") at the time of its merger with Chateau in February 1997. He had been a
principal of ROC and its predecessors since 1979, and has been active in the
manufactured home industry since 1972. Mr. McDaniel has been active in
several state and national manufactured home associations, including
associations in Florida and Colorado. In 1996, he was named "Industry Person
of the Year" by the National Manufactured Housing Industry Association.
Mr. McDaniel is on the Board of Directors of the Manufactured Housing Institute.
He is a graduate of the University of Wyoming and served as a Captain in the
UnitedStates Air Force.
Kenneth G. Pinder, age 62, became a Trustee of the Trust in September
of 1997. Mr. Pinder entered the manufactured housing business in 1970 managing a
manufactured housing site rental community and formed American Living Homes
Inc., a manufactured housing dealership, in 1974. He continues to be the owner
and president of this corporation. He is also sole owner of Able Mobile Housing
Inc., a temporary housing company for fire loss victims, and has developed
manufactured home sites and purchased and sold numerous communities over the
past twenty years. Mr. Pinder has been a member of the Michigan Manufactured
Housing Association for over 35 years. In 1992, he was elected to the Michigan
Manufactured Housing Board of Directors and serves on its Executive Committee.
Richard B. Ray, age 58, became a Trustee of the Trust in September of
1997. Since 1995, he has been Co-Chairman of the Board and Chief Financial
Officer of 21st Century Mortgage Corporation (a lender to the manufactured home
industry) and a Director of the following companies: BankFirst, Radio Systems
Corporation and Knox Housing Partnership (a not-for-profit developer of low
income housing in Knox County, Tennessee). Previously, Mr. Ray was Executive
Vice President, Chief Financial Officer, and Director of Clayton Homes Inc. (a
vertically integrated manufactured housing company) from 1982 to 1994 and a
Director of Palm Harbor Homes, Inc.
(a national producer of manufactured homes) from 1994 to 1995.
The Board of Trustees recommends a vote FOR the election of Messrs.
McDaniel, Ray and Pinder as Trustees of the Trust.
Vacancies occurring on the Board of Trustees for any reason shall be
filled at any regular meeting or any special meeting called for that purpose by
a majority of the remaining Trustees. Any individual so elected as Trustee shall
hold office until the next Annual Meeting of Shareholders.
There is no familial relationship among any of the Trustees on the
Trust's Board of Trustees.
PROPOSAL 2 -- RATIFICATION OF INDEPENDENT AUDITORS
The Board of Trustees has appointed PricewaterhouseCoopers LLP as the
independent auditors to audit the financial statements of the Trust for the 1999
calendar year. PricewaterhouseCoopers LLP served as the Trust's independent
auditors for the year ended December 31, 1998. In the event that the
ratification of this appointment of auditors is not approved by the affirmative
vote of a majority of the Shares, the Board of Trustees will review its future
selection of auditors.
A representative of PricewaterhouseCoopers LLP is expected to be in
attendance at the Annual Meeting and will have an opportunity to make a
statement and to respond to questions.
The Board of Trustees recommends a vote FOR the ratification of the
appointment of PricewaterhouseCoopers LLP as the Trust's independent auditors.
BOARD OF TRUSTEES, COMMITTEE MEETINGS
AND COMPENSATION OF TRUSTEES
Board of Trustees
The business and affairs of the Trust are managed under the direction
of the Board of Trustees. Members of the Board of Trustees keep informed of the
Trust's business and activities by reports and proposals sent to them in advance
of each Board meeting and reports made to them during these meetings by Gary P.
McDaniel, the Chairman of the Board of Trustees. Representatives of The Windsor
Corporation, the Trust's external advisor (the "Advisor"), and the property
manager are available at Board meetings or other times to answer questions and
discuss issues.
During the fiscal year ended December 31, 1998, the Board of Trustees
held four meetings and had two actions approved by unanimous written consent.
Each of the Trustees attended all board meetings and assigned committee meetings
held in 1998.
Committees of the Board of Trustees
The Board of Trustees has two standing committees: the Audit Committee
and the Compensation Committee. The Trust does not have a standing nominating
committee; the usual functions of such committee are performed by the Board of
Trustees. The Trustees on the Audit Committee and the Compensation Committee, as
well as a majority of the Trustees on the Board of Trustees, must be Independent
Trustees. An Independent Trustee is defined in the Trust's Amended and Restated
Declaration of Trust as Trustees who are not affiliated, directly or indirectly,
with an advisor of the Trust, whether by ownership of, ownership in, employment
by, any material business or professional relationship with, such advisor, or an
affiliate of such advisor, or by virtue of serving as an officer or director of
any advisor, or affiliate of such advisor. Richard B. Ray and Kenneth G. Pinder
are the Trust's Independent Trustees.
Audit Committee. Messrs. Ray and Pinder are members of the Audit
Committee. This committee recommends to the Board of Trustees the engagement of
independent accountants; reviews with the accountants the audit plan, non-audit
services, and related fees; reviews the Trust's internal financial controls and
auditing; reviews annual financial statements before issuance; and makes
appropriate reports and recommendations to the Board of Trustees. This committee
met one time in 1998.
Compensation Committee. Messrs. Ray and Pinder are members of the
Compensation Committee. This committee administers and determines the terms
of any awards under the 1998 Equity Compensation Plan, and in the future
may determine the salary and compensation of the Trust's officers.
This committee met one time in 1998.
Compensation of Trustees
The Trust paid Kenneth G. Pinder and Richard B. Ray, the Independent
Trustees, $7,500 each in 1998 for services rendered as Trustees of the Trust.
The Trust did not pay compensation to Gary P. McDaniel, Chairman of the Board of
Trustees, who is not an Independent Trustee. The Trust, however, paid
compensation to affiliates of Mr. McDaniel in 1998 as described below under
"Board of Trustees, Committee Meetings and Compensation of Trustees -- Advisory
Contract."
Pursuant to the provisions of the Trust's By-laws, the Trustees are
eligible to participate in any equity compensation plan of the Trust now
existing, or adopted in the future, and to receive grants of options, shares and
other rights under any such plan to the extent that any such plan specifies that
the Trustees are so eligible to participate and to receive such grants. Trustees
may also be reimbursed for expenses of attendance at each annual, regular or
special meeting of the Trustees or of any committee thereof and for their
expenses in connection with each property visit and any other service or
activity performed or engaged in as Trustees.
Advisory Contract
Pursuant to an Advisory Contract between the Trust and the Advisor, the
Advisor performs certain advisory services for the Trust, including managing the
Trust's day-to-day affairs and serving as financial and investment advisor in
connection with policy decisions made by the Trust's Trustees. The Advisor is a
wholly-owned subsidiary of Chateau. Gary P. McDaniel, Chairman of the Board of
Trustees of the Trust, is the Chief Executive Officer and Chairman of the Board
of Directors of Chateau.
The current Advisory Contract with the Advisor has a one-year term
ending April 10, 2000, and is renewable for successive one-year periods subject
to the approval of the Board of Trustees, including a majority of the
Independent Trustees. The Advisory Contract may be terminated without cause by
either the Board of Trustees or the Advisor upon 60 days' notice.
For the year ended December 31, 1998, the Trust paid the Advisor the
following advisory fees and expense reimbursements:
Advisory Fee. Under the terms of the Advisory Contract, the Advisor
earned advisory fees from the Trust in the amount of $147,100 in 1998. None of
this fee was paid to the Advisor. This fee is being deferred by the Advisor,
with interest in the amount of the prime rate plus one percent, for payment at a
later date. As of December 31, 1998, the Trust owed the Advisor $727,100 for
services rendered under the Advisory Contract.
Expense Reimbursements - Optional Costs. The Advisor and its affiliates
were paid $28,800 in 1998 in expense reimbursements for operational and transfer
agent service costs incurred by the Advisor on behalf of the Trust.
EXECUTIVE COMPENSATION
During the year ended December 31, 1998, the Trust did not have any
executive officers or other employees and, therefore, pay any compensation to
such persons in 1998.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 31, 1999
regarding the beneficial ownership of the Common Shares and Preferred Shares
with respect to (i) each person or entity that is a beneficial owner of 5% or
more of the Trust's outstanding Common Shares and Preferred Shares, (ii) the
Trust's Trustees, (iii) all Trustees of the Trust as a group and (iv) the
Advisor. During the year ended December 31, 1998, the Trust did not have any
executive officers or other employees.
<PAGE>
<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Shares Owned Percentage of Class
<S> <C> <C> <C>
Chateau Communities, Inc.(1)
6160 South Syracuse Way 20,123 Shares 19.0%
Greenwood Village, CO 80111
The Windsor Corporation
6160 South Syracuse Way 1,184 Shares *
Greenwood Village, CO 80111
Gary P. McDaniel
6160 South Syracuse Way ___ ___
Greenwood Village, CO 80111
Richard B. Ray
6160 South Syracuse Way ___ ___
Greenwood Village, CO 80111
Kenneth G. Pinder
6160 South Syracuse Way ___ ___
Greenwood Village, CO 80111
All Trustees as a Group
(three persons) ___ ___
</TABLE>
- -----------------------
* An asterisk indicates ownership of less than 1%.
(1) On its Schedule 13D/A filed with the Commission on June 5, 1998,
Chateau reported sole voting power and sole dispositive power with
respect to 19,139 Common Shares and 984 Preferred Shares beneficially
owned by it. Chateau directly owns 18,939 Shares and, as the sole
shareholder of the Advisor, indirectly owns 200 Common Shares and 984
Preferred Shares.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Trustees of the Trust and beneficial owners of more than 10% of the outstanding
Common Shares ("10% Shareholders") to file with the Securities and Exchange
Commission initial reports of ownership and reports in changes in ownership of
Common Shares and other equity securities of the Trust. Trustees and 10%
Shareholders are required by the regulations of the Securities and Exchange
Commission to furnish the Trust with copies of all Section 16(a) forms and
amendments thereto filed during any given year.
Based on review of the copies of such reports and amendments thereto
furnished to the Trust and representations from the Trustees and 10%
Shareholders that no other reports were required to be filed, the Trust believes
that for the year ended December 31, 1998 that the Trustees and 10% Shareholders
complied with all Section 16(a) filing requirements applicable to them.
OTHER MATTERS
The Board of Trustees knows of no other business which will be
presented at the Annual Meeting. If any other business is properly brought
before the Annual Meeting, it is intended that Proxies in the enclosed form will
be voted in respect thereof in accordance with the judgments of the persons
voting the Proxies.
MISCELLANEOUS
The cost of soliciting Proxies will be borne by the Trust. This
solicitation is being made by mail, but may also be made by Trustees and regular
employees of the Advisor, as the case may be, by telephone, telegraph, facsimile
transmission, mail or personal interview. No additional compensation will be
given to such Trustees or employees for such solicitation. The Trust will
request brokers and nominees who hold Shares in their names to furnish proxy
material to beneficial owners of such Shares and will reimburse such brokers and
nominees for their reasonable expenses incurred in forwarding solicitation
material to such beneficial owners.
SHAREHOLDERS' PROPOSALS
Any Shareholder who intends to submit a proposal at the 2000 Annual
Meeting of Shareholders and who wishes to have the proposal considered for
inclusion in the Trust's proxy statement and proxy card must, in addition to
complying with the applicable laws and regulations governing submissions of such
proposals, deliver the proposal to the Trust no later than January 1, 2000. Such
proposals should be sent to N'Tandem Trust, Investor Relations, 6160 South
Syracuse Way, Greenwood Village, Colorado 80111.
Any Shareholder who intends to submit a proposal at the 2000 Annual
Meeting of Shareholders without including the proposal in the Trust's proxy
statement for such Annual Meeting must notify the Trust of such proposal not
later than the close of business on March 1, 2000 and not earlier than the close
of business on January 31, 2000 or, in the event that the date of the 2000
Annual Meeting of Shareholders is advanced by more than 30 days or delayed by
more than 60 days from the anniversary of the date of this Annual Meeting, then
pursuant to the Trust's By-laws.
A COPY OF THE TRUST'S ANNUAL REPORT ON FORM 10-KSB/A (FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION), WHICH CONTAINS ADDITIONAL INFORMATION ABOUT
THE TRUST, IS AVAILABLE WITHOUT CHARGE TO ANY SHAREHOLDER. REQUESTS SHOULD BE
DIRECTED TO N'TANDEM TRUST, INVESTOR RELATIONS, 6160 SOUTH SYRACUSE WAY,
GREENWOOD VILLAGE, COLORADO 80111.
By Order of the Board of Trustees,
/s/ Gary P. McDaniel
Gary P. McDaniel
Chairman of the Board of Trustees
Greenwood Village, Colorado
April 30, 1999
