<PAGE> 1
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 Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Section 240.14a-11(c) or Section
240.14a-12
Manufactured Home Communities, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[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.
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
- ------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
MANUFACTURED HOME COMMUNITIES, INC.
TWO NORTH RIVERSIDE PLAZA
CHICAGO, IL 60606
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 2000
------------------
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
("Meeting") of MANUFACTURED HOME COMMUNITIES, INC., a Maryland corporation (the
"Company"), to be held at One North Franklin Street, Third Floor, Chicago,
Illinois, on Tuesday, May 9, 2000, at 10:00 A.M. Central Daylight Time, for the
following purposes:
(1) To elect four (4) directors of the Board of Directors to terms expiring
in 2003; and
(2) To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record at the close of business on March 17, 2000,
will be entitled to vote at the Meeting or any adjournment thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING IN PERSON, PLEASE
SIGN AND DATE THE ENCLOSED PROXY WHICH IS BEING SOLICITED BY THE BOARD OF
DIRECTORS, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
Susan Obuchowski
SUSAN OBUCHOWSKI, Secretary
<PAGE> 3
MANUFACTURED HOME COMMUNITIES, INC.
TWO NORTH RIVERSIDE PLAZA
CHICAGO, IL 60606
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Manufactured Home Communities, Inc., a
Maryland corporation ("MHC" or the "Company"), of proxies to be voted at the
Annual Meeting of Stockholders (the "Meeting") to be held on Tuesday, May 9,
2000, and any adjournment or postponement thereof, the cost of which is
anticipated to be nominal and will be paid by the Company. In addition to
solicitation by mail, employees of the Company may solicit proxies by telegraph,
telephone, telecopy and personal interviews. Brokers and other nominees who held
of record stock of the Company on March 17, 2000, the record date for
determining stockholders entitled to notice of and to vote at the Meeting, will
be asked to contact the beneficial owners of the shares which they hold.
This Proxy Statement and accompanying proxy are being mailed to
stockholders commencing on or about March 31, 2000. The proxy, if properly
executed and returned, will be voted according to your instructions, but it may
be revoked at any time before it is exercised by giving notice of revocation in
writing to the Secretary of the Company, by voting in person at the Meeting or
by a subsequently dated proxy. The mere presence at the Meeting of a stockholder
who appointed a representative does not itself revoke the appointment.
Only stockholders of record at the close of business on March 17, 2000 (the
"Record Date") will be entitled to vote at the Meeting. On such date 22,427,157
shares of common stock, par value $.01 per share ("Common Stock"), were
outstanding. Each share of Common Stock outstanding on the Record Date entitles
the holder thereof to one vote upon each matter to be voted upon at the Meeting.
The presence in person or by proxy of stockholders entitled to cast a majority
of all the votes entitled to be cast at the Meeting (including shares
represented by proxies that reflect abstentions) shall constitute a quorum.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. An abstention
as to any particular matter when passage requires the vote of a majority of the
votes entitled to be cast at the Meeting, however, does not constitute a vote
"for" or "against" and will be disregarded in calculating the votes cast as to
such matter. "Broker non-votes" (i.e., where a broker or nominee submits a proxy
specifically indicating the lack of discretionary authority to vote on a matter)
will be treated in the same manner as abstentions. If there is not a quorum at
the Meeting, the stockholders entitled to vote at the Meeting, whether present
in person or represented by proxy, shall only have the power to adjourn the
Meeting until such time as there is a quorum. At such time as there is a quorum,
the Meeting will reconvene without notice to stockholders, other than an
announcement at the prior adjournment of the Meeting, unless the adjournment is
to a date not more than 120 days after the Record Date.
If a proxy in the form enclosed is duly executed and returned, the shares
of Common Stock represented thereby will be voted in accordance with the
specifications made thereon by the stockholder. If no such specifications are
made, such proxy will be voted (i) FOR election of the four nominees for
directors to terms expiring in 2003; and (ii) at the discretion of Samuel Zell
and Howard Walker, the Board's designated representatives for the Meeting, with
respect to such other business as may properly come before the Meeting or any
adjournment or postponement thereof.
1999 ANNUAL REPORT
Stockholders are concurrently being furnished with a copy of the Company's
1999 Annual Report, which contains its audited financial statements as of
December 31, 1999. Additional copies of the
1
<PAGE> 4
Annual Report and of the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 as filed with the Securities and Exchange Commission (the
"SEC") may be obtained by contacting Cynthia McHugh, Senior Vice
President -- Investor Relations of the Company, at Two North Riverside Plaza,
Suite 800, Chicago, IL 60606, 312-928-1905, and it will be furnished promptly at
no additional expense.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Board consists of ten members. The charter of the Company provides that
the directors of the Company shall be divided into three classes as nearly equal
in number as possible, with each class having a term of three years. The Board
has nominated Donald S. Chisholm, Thomas E. Dobrowski, John F. Podjasek, Jr. and
Howard Walker for election to serve as directors of the Company until the 2003
Meeting and until their successors are duly elected and qualified. Biographical
information for each of the nominees is set forth under the caption
"Management." The affirmative vote of a plurality of all votes cast at the
Meeting, if a quorum is present, is sufficient to elect the four directors.
Abstentions and broker non-votes will have no effect on the outcome of the
election of directors.
Each nominee has consented to be named in this proxy statement and to serve
if elected. All nominees are currently directors. In the event that any nominee
should become unable to serve as a director (which is not anticipated), the
persons designated as representatives will cast votes for the remaining nominees
and for such other person or persons as the Board may recommend.
THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES NAMED ABOVE. PROXIES
SOLICITED BY THE BOARD WILL BE VOTED "FOR" THE NOMINEES UNLESS INSTRUCTIONS TO
WITHHOLD OR TO THE CONTRARY ARE GIVEN.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers and directors of the Company as of March 17, 2000.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------------- --- ------------------------------------------------------------
<S> <C> <C>
Samuel Zell 58 Chairman of the Board of Directors (term expires in 2002)
Howard Walker 60 President, Chief Executive Officer and Director (term
expires in 2000)
Ellen Kelleher 39 Executive Vice President, General Counsel and Assistant
Secretary
Thomas P. Heneghan 36 Executive Vice President, Chief Financial Officer and
Treasurer
Gary W. Powell 59 Executive Vice President -- Operations
William Norwell 46 Senior Vice President -- Operations
Kathryn Deane 51 Senior Vice President and Controller
Donald S. Chisholm 65 Director (term expires in 2000)
Thomas E. Dobrowski 56 Director (term expires in 2000)
David A. Helfand 35 Director (term expires in 2002)
Louis H. Masotti, Ph.D. 65 Director (term expires in 2001)
John F. Podjasek Jr. 58 Director (term expires in 2000)
Sheli Z. Rosenberg 58 Director (term expires in 2001)
Michael A. Torres 39 Director (term expires in 2002)
Gary L. Waterman 58 Director (term expires in 2001)
</TABLE>
2
<PAGE> 5
The following is a biographical summary of the experience of the executive
officers and directors of the Company. For information concerning membership on
committees of the Board, see "Committees of the Board of Directors; Meetings"
below.
SAMUEL ZELL has been Chairman of the Board since March 31, 1995 and had
been Chief Executive Officer from March 31, 1995 until August 1996. Mr. Zell had
been Co-Chairman of the Board of the Company from its formation until March 31,
1995. Mr. Zell was a director of Mobile Home Communities, Inc. ("MH Inc."), the
former manager of the Company's manufactured home communities, from 1983 until
its dissolution in 1993. Mr. Zell is chairman of Equity Group Investments,
L.L.C. ("EGI"), an investment company since 1999 and had been chairman of the
board of Equity Group Investments, Inc. for more than five years prior to 2000.
Mr. Zell is also chairman of the board of American Classic Voyages Co.
("American Classic"), a provider of overnight cruises in the United States;
Anixter International Inc. ("Anixter"), a distributor of electrical and cable
products; Capital Trust, Inc., a specialized finance company; Chart House
Enterprises, Inc., an owner and operator of restaurants; Danielson Holding
Corporation, an insurance holding company and Davel Communications, Inc., an
owner and operator of public pay telephones. Mr. Zell is chairman of the board
of trustees of Equity Office Properties Trust ("Equity Office"), an equity real
estate investment trust ("REIT") primarily focused on office buildings; and
Equity Residential Properties Trust ("Equity Residential"), an equity REIT
primarily focused on multifamily residential properties. He is a director Ramco
Energy plc, an independent oil company in the United Kingdom.
HOWARD WALKER has been a director of the Company since November 4, 1997,
President since September 5, 1997 and Chief Executive Officer since December 31,
1997. He has been President of Realty Systems, Inc. since March 30, 1995. Realty
Systems, Inc. is an affiliate of the Company. Mr. Walker is also a member of the
Company's management committee, which was created in 1995 and is comprised of
the Company's senior executives. Mr. Walker had been a Vice President of the
Company from January 16, 1995 until March 30, 1995.
ELLEN KELLEHER has been Executive Vice President and General Counsel of the
Company since March 1997. Ms. Kelleher is also a member of the Company's
management committee. She had been Senior Vice President and General Counsel of
the Company from March 1994 until March 1997. Ms. Kelleher had been a vice
president of the law firm, Rosenberg & Liebentritt, P.C., from January 1993
until December 1995. Ms. Kelleher had been an associate of Rosenberg &
Liebentritt, P.C. from October 1990 until January 1993.
THOMAS P. HENEGHAN has been Executive Vice President, Chief Financial
Officer and Treasurer of the Company since March 1997. Mr. Heneghan is also a
member of the Company's management committee. Mr. Heneghan had been Vice
President, Chief Financial Officer and Treasurer from February 1995 until March
1997.
GARY W. POWELL has been Executive Vice President -- Operations of the
Company since May 1995. Mr. Powell is also a member of the Company's management
committee. Mr. Powell had been President -- Northern Division of the Company
from August 1994 until May 1995. Mr. Powell had been President and Chief
Operating Officer of the Company from its formation until August 1994. Mr.
Powell had been with MH Inc. or its predecessors from 1971, serving as president
from 1984 until its dissolution in 1993. Mr. Powell was a director of the
Company from its formation until May 1994.
WILLIAM NORWELL has been Senior Vice President -- Operations since May
1999. From July 1996 until February 1999, Mr. Norwell had been Senior Vice
President of Property Management of Draper and Kramer, Inc., a full service real
estate company. From February 1992 until July 1996, Mr. Norwell had been Senior
Vice President of Asset Management of Stein & Company, a full service real
estate company.
KATHRYN DEANE has been Senior Vice President and Controller since January
2000. From September 1998 until January 2000, Ms. Deane had been Vice President
and Controller. From March 1997 until September 1998, Ms. Deane had been Vice
President and Controller of Prime Group
3
<PAGE> 6
Realty Trust, an office and industrial REIT subsequent to its acquisition of the
assets of Continental Offices Limited where she had been the Chief Financial
Officer. From August 1995 until February 1997, Ms. Deane had been Vice President
of Operational Accounting of Equity Group Investments, Inc. From January 1992
until August 1995. Ms. Deane had been Director of Finance and Administration of
Lowe Construction and Management, Inc., an owner and manager of office
buildings.
DONALD S. CHISHOLM has been a director of the Company since March 1993. Mr.
Chisholm is president of Vernon Development Co., the developer of a 650-acre
golf course community, and of Ann Arbor Associates Inc., a real estate
development and management company, both for more than five years.
THOMAS E. DOBROWSKI has been a director of the Company since March 1993.
Mr. Dobrowski is the managing director of real estate and alternative
investments of General Motors Investment Management Corporation ("GMIMCo."). Mr.
Dobrowski is a director of Capital Trust, Inc. He is also a trustee of Equity
Office.
DAVID A. HELFAND has been a director of the Company since May 1995;
President of the Company from January 1995 until September 1997; and Chief
Executive Officer of the Company from August 1996 until December 31, 1997. He
had been Chief Financial Officer of the Company from December 1992 until
February 1995 and Senior Vice President from March 1994 until January 1995. Mr.
Helfand had been Vice President of the Company from December 1992 until March
1994. Mr. Helfand had been a managing director of Equity International
Properties, a division of EGI, from December 31, 1997 until July 1998. Since
July 1998, Mr. Helfand has been senior vice president of Equity Office.
LOUIS H. MASOTTI, Ph.D., has been a director of the Company since March
1993. Dr. Masotti is president of Louis H. Masotti, Ltd., a management, real
estate, and urban development consultancy. Dr. Masotti was professor of
management and urban development and director of the program in real estate
management for the Graduate School of Management of the University of California
at Irvine from 1992 until 1998. He is a professor emeritus of Northwestern
University's Kellogg Graduate School of Management.
JOHN F. PODJASEK, JR. has been a director of the Company since May 1994.
Mr. Podjasek has been managing director -- private asset management of
Forstmann -- Leff International, Inc. since July 1997. Mr. Podjasek was retired
from November 1995 until July 1997. Mr. Podjasek had been employed by Allstate
Insurance Company from 1966 until November 1995, most recently serving as vice
president -- venture capital and real estate.
SHELI Z. ROSENBERG has been a director of the Company since August 1996.
Since 2000, Mrs. Rosenberg is Vice Chairman of EGI. Mrs. Rosenberg had been
chief executive officer and president of EGI from January 1999 until December
1999. Mrs. Rosenberg had been chief executive officer and president of Equity
Group Investments, Inc. from November 1994 until December 1998. She was a
principal in the law firm of Rosenberg & Liebentritt P.C. from 1980 until
September 1997. Mrs. Rosenberg is a director of CVS Corporation, an owner and
operator of drug stores; Anixter; Capital Trust, Inc.; Dynergy Inc., a supplier
of electricity and natural gas; and Danka Business Systems PLC, creating
business systems for mid-size companies. She is a trustee of Equity Office and
Equity Residential.
MICHAEL A. TORRES has been a director of the Company since March 1993. Mr.
Torres has been president and a principal of Lend Lease Rosen Real Estate
Securities LLC, an investment management firm, since February 1995. Mr. Torres
had been employed by Wilshire Associates Incorporated, an investment consulting
firm, from June 1990 until February 1995, most recently serving as a vice
president directing real estate consulting services for its institutional
investors. Mr. Torres is a trustee of Lend Lease Funds, a family of mutual
funds.
GARY L. WATERMAN has been a director of the Company since March 1993. Since
1989, Mr. Waterman has been president of Waterman Limited, a real estate
services and investment company that he founded.
4
<PAGE> 7
COMMITTEES OF THE BOARD OF DIRECTORS; MEETINGS
Meetings: During the year ended December 31, 1999, the Board held five
meetings. Each of the present directors attended over 75% of the total number of
the meetings of the Board and of its committees which they were eligible to
attend.
Executive Committee: The Executive Committee of the Board is composed of
Messrs. Zell, Walker and Chisholm. The Executive Committee has the authority,
within certain parameters set by the Board, to acquire, dispose of and finance
investments for the Company (including the issuance of additional limited
partnership interests of MHC Operating Limited Partnership ("OP Units")) and
execute contracts and agreements, including those related to the borrowing of
money by the Company, and generally exercise all other powers of the Board
except as prohibited by law. During the year ended December 31, 1999, the
Executive Committee did not hold any meetings, but took various actions pursuant
to resolutions adopted by unanimous written consent.
Compensation Committee: The Compensation Committee of the Board is composed
of Messrs. Chisholm, Masotti and Waterman and Mrs. Rosenberg. The Compensation
Committee determines compensation for the Company's executive officers and it
exercises all powers of the Board in connection with compensation matters,
including incentive compensation and benefit plans. The Compensation Committee
also has the authority to grant stock options, stock appreciation rights and
restricted stock awards in accordance with the 1992 Stock Option and Stock Award
Plan to the management of the Company and its subsidiaries, other employees and
consultants. During the year ended December 31, 1999, the Compensation Committee
held two meetings and took various actions pursuant to resolutions adopted by
unanimous written consent.
Audit Committee: The Audit Committee of the Board is composed of Messrs.
Dobrowski, Podjasek and Torres. The Audit Committee makes recommendations
concerning the engagement of independent public accountants, reviews with the
independent public accountants the plans and results of the audit engagement,
approves professional services provided by the Company's independent public
accountants, reviews the independence of the Company's independent public
accountants, considers the range of audit and non-audit fees and reviews the
adequacy of the Company's internal accounting controls. During the year ended
December 31, 1999, the Audit Committee held two meetings.
EXECUTIVE COMPENSATION
The following tables show information with respect to the annual
compensation (including option grants) for services rendered to the Company for
the fiscal years ended December 31, 1999, December 31, 1998 and December 31,
1997 by the chief executive officer and those persons who were, at December 31,
1999, the next four most highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------
AWARDS
-------------------------
SECURITIES
ANNUAL COMPENSATION RESTRICTED UNDERLYING
NAME AND ----------------------------- STOCK AWARDS OPTIONS ALL OTHER
PRINCIPAL OCCUPATION YEAR SALARY ($) BONUS ($) ($)(1) GRANTED(#) COMPENSATION ($)(2)
-------------------- ---- ---------- --------- ------------ ---------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Howard Walker............ 1999 255,000 175,000(3) 644,563 0 9,600
President, Chief 1998 240,000 75,000 1,049,978 10,000 9,600
Executive
Officer and Member of 1997 200,000 75,008 684,086 0 6,500
Management Committee
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------
AWARDS
-------------------------
SECURITIES
ANNUAL COMPENSATION RESTRICTED UNDERLYING
NAME AND ----------------------------- STOCK AWARDS OPTIONS ALL OTHER
PRINCIPAL OCCUPATION YEAR SALARY ($) BONUS ($) ($)(1) GRANTED(#) COMPENSATION ($)(2)
-------------------- ---- ---------- --------- ------------ ---------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas P. Heneghan....... 1999 244,000 175,000(3) 473,750 0 9,600
Executive Vice 1998 230,000 75,000 928,103 0 9,600
President,
Chief Financial 1997 215,000 75,008 622,492 0 9,500
Officer,
Treasurer and Member of
Management Committee
Ellen Kelleher........... 1999 228,000 175,000(3) 473,750 0 9,600
Executive Vice 1998 215,000 75,000 684,353 0 9,600
President,
General Counsel and 1997 200,000 75,008 560,898 0 9,500
Member of Management
Committee
Gary W. Powell........... 1999 228,000 175,000(3) 0 0 9,600
Executive Vice 1998 215,000 75,000 684,353 0 9,600
President -- 1997 200,000 75,008 560,898 0 9,500
Operations and Member
of Management
Committee
William Norwell.......... 1999 100,269(4) 40,000(3) 0 10,000 0
Senior Vice President 1998 0 0 0 0 0
of Property Operations 1997 0 0 0 0 0
</TABLE>
- ---------------
(1) The total number of shares of Restricted Common Stock held by each named
executive officer and the value of such shares at December 31, 1999, the
last trading date of the year, was as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE AT 12/31/99
---------------- -----------------
<S> <C> <C>
Howard Walker................ 63,310 $1,539,224
Thomas P. Heneghan........... 56,876 1,382,798
Ellen Kelleher............... 44,476 1,081,323
Gary W. Powell............... 34,476 838,198
William Norwell.............. 0 0
</TABLE>
The number of shares of Restricted Common Stock which were granted on
December 1, 1999 and vested 50% on December 1, 1999 and will vest 25% on
each of December 1, 2000 and December 1, 2001 are as follows:
<TABLE>
<S> <C>
Howard Walker....................................... 25,000
Thomas P. Heneghan.................................. 20,000
Ellen Kelleher...................................... 20,000
Gary W. Powell...................................... 0
William Norwell..................................... 0
</TABLE>
Mr. Walker received 2,000 shares of Restricted Common Stock on May 11, 1999
as a member of the Board Directors. On November 11, 1999, 33% of the
Restricted Common Stock vested and will vest 33% on each of May 11, 2000 and
May 11, 2001.
6
<PAGE> 9
The total number of shares of Restricted Common Stock which were granted on
November 24, 1998 and vest 60% on December 31, 2001; 20% on December 31,
2002; and 20% on December 31, 2003, if certain performance benchmarks are
achieved are as follows:
<TABLE>
<S> <C>
Howard Walker....................................... 40,000
Thomas P. Heneghan.................................. 35,000
Ellen Kelleher...................................... 25,000
Gary W. Powell...................................... 25,000
William Norwell..................................... 0
</TABLE>
The number of shares of Restricted Common Stock Awards awarded in 1998,
which will vest in their entirety on December 11, 2000 are as follows:
<TABLE>
<S> <C>
Howard Walker........................................ 3,076
Thomas P. Heneghan................................... 3,076
Ellen Kelleher....................................... 3,076
Gary W. Powell....................................... 3,076
William Norwell...................................... 0
</TABLE>
The total number of Restricted Common Stock Units which were granted on
December 30, 1997 and converted to Restricted Common Stock Awards on a
one-for-one basis on May 12, 1998; vested 50% on June 30, 1998, 25% on
December 31, 1998 and 25% on December 31, 1999; are as follows:
<TABLE>
<S> <C>
Howard Walker....................................... 22,250
Thomas P. Heneghan.................................. 20,000
Ellen Kelleher...................................... 17,750
Gary W. Powell...................................... 17,750
William Norwell..................................... 0
</TABLE>
The number of shares of Restricted Common Stock Awards awarded in 1997,
which vested in their entirety on December 16, 1999 are as follows:
<TABLE>
<S> <C>
Howard Walker........................................ 2,810
Thomas P. Heneghan................................... 2,810
Ellen Kelleher....................................... 2,810
Gary W. Powell....................................... 2,810
William Norwell...................................... 0
</TABLE>
All holders of Restricted Common Stock receive any dividends paid on such
shares.
- ---------------
(2) For 1999, includes employer matching contributions and/or profit sharing
contributions to the MHC Advantage Retirement Plan or affiliated company's
401(k) plans based on the maximum available profit sharing contribution
although the Board of Directors has not yet determined if any profit sharing
award will be made.
(3) During 1999, certain provisions of the 1992 Stock Option and Stock Award
Plan were amended. One of the provisions amended was the Employee Bonus
section. Now an officer who receives a management-by-objective ("MBO") bonus
and who receives a Stock Award for 50% of the MBO bonus amount, calculated
using the fair market value of a share of Common Stock as of the date the
bonus is paid, can request, subject to approval by the Compensation
Committee, to receive more or less than the 50% of the bonus in the form of
a Stock Award. To the extent that an individual requests that more of his or
her MBO bonus be paid as a Stock Award, the additional Stock Award is
calculated using the most recent selling price for a share of Common Stock
under the Company's Non-Qualified Employee Stock Purchase Plan ("ESPP") or
the price that would be used under the ESPP for the offering period then in
progress if the period ended the day the MBO Bonus was paid. The fair market
value for a share of Common Stock on the day the bonus was paid (December
10, 1999) was $24.00. The last sale price for shares sold under the ESPP was
$20.13.
7
<PAGE> 10
The executive officers listed in the Summary Compensation Table requested
and were allowed to take their bonus as follows:
<TABLE>
<CAPTION>
STOCK AWARD FOR STOCK AWARD FOR
FIRST 50% OF BONUS OVER 50% OF BONUS
---------------------------- ---------------------------
AMOUNT OF CASH CASH # OF SHARES CASH # OF SHARES
NAME BONUS ($) ELECTION ($) ALLOCATED ($) RECEIVED ALLOCATED ($) RECEIVED
---- --------- ------------ -------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Howard Walker............. 175,000 175,000 0 0 0 0
Thomas P. Heneghan........ 175,000 35 87,480 3,645 87,485 4,346
Ellen Kelleher............ 175,000 75,019 87,480 3,645 12,501 621
Gary W. Powell............ 175,000 175,000 0 0 0 0
William Norwell........... 40,000 40,000 0 0 0 0
</TABLE>
- ---------------
(4) Based on an annual salary of $165,000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------- POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL RATES
NUMBER OF OPTIONS OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES EXERCISE OR TERM
OPTIONS IN FISCAL BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(#)(1) YEAR ($/SH) DATE 5% ($)(2) 10% ($)(3)
---- ------------- ---------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Howard Walker.............. 0 0 0 -- -- --
Thomas P. Heneghan......... 0 0 0 -- -- --
Ellen Kelleher............. 0 0 0 -- -- --
Gary W. Powell............. 0 0 0 -- -- --
William Norwell............ 10,000 6.96 23.6875 12/01/09 148,969 377,518
</TABLE>
- ---------------
(1) One-third of the options vest on 12/01/00; one-third vest on 12/01/01; and
one-third vest on 12/01/02.
(2) Assumes stock price of $ 38.58.
(3) Assumes stock price of $ 61.44.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS AT OPTIONS AT
ON VALUE FY-END(#) FY-END($)(1)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
---- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Howard Walker................................... 0 0 21,666/3,334 128,438/0
Thomas P. Heneghan.............................. 0 0 33,000/0 240,563/0
Ellen Kelleher.................................. 0 0 21,000/0 99,188/0
Gary W. Powell.................................. 15,000 199,789 35,000/0 235,312/0
William Norwell................................. 0 0 0/10,000 0/6,250
</TABLE>
- ---------------
(1) Assumes a value equal to the year-end stock price of $24.3125 less the
exercise price of in-the-money options.
8
<PAGE> 11
COMPENSATION OF DIRECTORS
The Company paid each of its non-employee directors an annual fee of
$30,000 in 1999. In addition, directors who serve on the Audit Committee,
Executive Committee or Compensation Committee receive an additional $1,000 per
annum for each committee on which they serve. Committee chairs receive an
additional $500 per annum. Directors who are employees of the Company are not
paid any directors' fees or committee fees. The Company reimburses the directors
for travel expenses incurred in connection with their activities on behalf of
the Company. Additionally, on the date of the first Board of Directors' meeting
after each Annual Meeting of Stockholders, each director then in office will
receive at the directors' option either an annual grant of options to purchase
10,000 shares of Common Stock at the then-current market price or an annual
grant of 2,000 shares of Restricted Stock.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
The Compensation Committee members for 1999 were Messrs. Chisholm, Masotti
and Waterman and Mrs. Rosenberg.
No Compensation Committee interlocking relationships existed in 1999.
Mr. Zell and Mrs. Rosenberg serve as members of the board of directors of
numerous non-public companies owned or controlled in whole or in part by Mr.
Zell or his affiliates which do not have compensation committees, and in many
cases, the executive officers of those companies include Mr. Zell and Mrs.
Rosenberg.
For a description of certain transactions with Board members or their
affiliates, see "Certain Relationships and Related Transactions."
Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate future filings, including this
Proxy Statement, in whole or in part, the Compensation Committee Report on
Executive Compensation presented below and the Performance Graph following such
report shall not be incorporated by reference into any such filings.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board determines the compensation of the
Company's executive officers, including those named in the Summary Compensation
Table. The Compensation Committee believes that the compensation of the
Company's Chief Executive Officer and all of the Company's executive officers
should be both competitive and based on individual and Company performance.
The Company's compensation policy takes into account a review of local and
national peer group salary surveys focusing primarily on the SNL Executive
Compensation Review 1999 for REITs ("SNL Survey"). The SNL Survey contains
detailed compensation and performance data on publicly traded REITs. The
Committee believes the SNL Survey provides comparable salary data for the
Company. The Committee believes that its compensation levels compare favorably
to its peer groups described in the surveys and targets median to high
compensation levels for its executive officers. This is not the same peer group
that is used in the Performance Graph on page 12.
During the fiscal year ended December 31, 1999, there were three major
components of executive compensation: base salary, bonuses, and restricted
stock. This salary structure is designed to attract and retain highly qualified
executives. This is accomplished by providing competitive base salaries and
meaningful incentives, both short-term, and long-term, intended to reward
performance and retain
9
<PAGE> 12
experienced management. Benchmarks for determining base salary and bonus levels
include targeted funds from operations ("FFO") levels, strength of the balance
sheet, and creation of stockholder value. Each performance measure carries equal
weight.
The Company's overall salary structure is reviewed annually by the
Compensation Committee using the SNL Survey for guidance. Where salary
information is unavailable for a particular position, other positions having
similar responsibilities either within the Company or in companies of comparable
size are used. Salary increases are based both upon each executive's, including
the Chief Executive Officer's, performance and contribution to the Company's
performance.
Further short-term and mid-term incentives for executive officers are
accomplished through the Company's management-by-objective ("MBO") bonus plan.
The MBO bonus plan involves the Company and the executive officer setting goals
for such executive officer at the beginning of each year. The Compensation
Committee established the following bonus ranges for its executive officers
based on salary for 1999:
<TABLE>
<S> <C>
President and Chief Executive Officer.... 0 -- 75%
Executive Vice Presidents................ 0 -- 50%
Senior Vice Presidents................... 0 -- 35%
Vice Presidents.......................... 0 -- 30%
</TABLE>
In determining the amount of the bonuses for 1999, the following criteria
were taken into account: achieving targeted FFO levels; identifying and
consummating acquisitions; and the strength of the balance sheet. In 1999, the
Company exceeded targeted FFO levels through reduction of certain expenses, and
increases in revenue achieved through increases in rental rates and increases in
occupancy at the Company's communities. During 1999, the Company maintained its
balance sheet at an appropriate debt-to-equity level.
MBO Bonuses, if paid, are paid to the executive officers of the Company 50%
in cash and 50% in a Stock Award calculated using the fair market value of a
share of Common Stock on the date the bonus is paid. The officer may request,
subject to Compensation Committee's approval, to receive more or less of the 50%
Stock Award portion of the MBO bonus in the form of a Stock Award. To the extent
that the officer requests that more of the MBO bonus be paid as a Stock Award,
the Stock Award is calculated using the most recent selling price for a share of
Common Stock under the Company's ESPP or the price that would be used under the
ESPP for the offering period then in progress if the period ended the day the
MBO bonus was paid.
To provide long-term incentives for executive officers and as a means to
retain qualified executives, the Company created performance based Restricted
Stock Award Programs ("Programs") in 1996 and 1997, one based on targeted
increases in FFO per share from an identified base year and another based on the
creation of stockholder value. Under these Programs, in 1996, the Company
implemented a five-year incentive program by issuing Restricted Stock Awards
tied to achieving targeted levels of FFO per share through the year 2000 (the
"1996 Program"). Based on the Company's performance through 1998, the targeted
level of FFO per share has already been exceeded, as a result the executives
have earned Restricted Stock issued in the 1996 Program, subject to vesting. As
of December 31, 1999, the vesting on 80% of these Restricted Stock Awards had
lapsed. In 1997, a five-year incentive program tied to increases in stockholder
value was implemented (the "1997 Program"). Under the 1997 Program, based on
dividends paid and the increase in the Company's Common Stock price during 1997,
the executives earned an award of Restricted Stock, subject to vesting. As of
December 31, 1999, the vesting on these Restricted Stock Awards had lapsed. As a
result of the Company's Common Stock price decline during 1999, no Restricted
Stock Awards were granted to executive officers under the 1997 Program.
Since the targeted levels of FFO per share under the 1996 Program have been
exceeded, the Company implemented a new five-year incentive program in 1998 tied
to achieving targeted levels of FFO per share through the year 2003 (the "1998
Program"). On November 24, 1998, Restricted Stock
10
<PAGE> 13
Awards were granted to executive officers and other senior management. The
restricted stock will vest over a five-year period, with lapsing of restrictions
tied to achieving targeted levels of FFO per share. No vesting has occurred on
these Restricted Stock Awards as of December 31, 1999.
The vesting of Restricted Stock Awards under the 1996, 1997 and 1998
Programs is subject to acceleration in the case of death, disability, and
involuntary termination not for cause or change of control. The Compensation
Committee recognizes that the interests of stockholders are best served by
giving key employees the opportunity to participate in the appreciation of the
Company's Common Stock.
A new program of Stock Awards was established for 1999 with the goal of
retaining executive management in a strong labor market. The Committee believes
it was important to recognize senior management with the granting of Stock
Awards. Three executive officers, Messrs. Walker and Heneghan and Ms. Kelleher,
were granted Stock Awards under this program in 1999 of 25,000, 20,000 and
20,000 shares, respectively. These awards vested 50% immediately and are subject
to additional vestings of 25% each over the next two years.
At the end of 1999, the Compensation Committee granted options to purchase
Common Stock to many of the Company's employees. The executive officers of the
Company were not granted options, except for William Norwell who received
options in December as part of his employment arrangement when he joined the
Company in May 1999.
The Compensation Committee believes that the compensation program properly
rewards its executive officers for achieving improvements in the Company's
performance and serving the interest of its stockholders.
Section 162(m) of the Internal Revenue Code of 1986, as amended ("Code"),
generally disallows a Federal income tax deduction for compensation in excess of
$1 million paid in any year to any of the Company's executive officers listed in
the Summary Compensation Table who are employed by the Company on the last day
of a taxable year. Section 162(m), however, does allow a deduction for payments
of "performance based" compensation, which includes most stock options and other
incentive arrangements, the material terms of which have been approved by
stockholders. Stock awards under the Company's 1992 Stock Option and Stock Award
Plan may, but need not, satisfy the requirements of Section 162(m). The Company
believes that because it qualifies as a REIT under the Code and therefore is not
subject to Federal income taxes, the payment of compensation that does not
satisfy the requirements of Section 162(m) will not affect the Company's taxable
income, although to the extent that compensation does not qualify for deduction
under Section 162(m), a larger portion of stockholder distributions may be
subject to Federal income taxation as dividend income rather that return of
capital. The Company does not believe that Section 162(m) will materially affect
the taxability of stockholders' distributions, although no assurance can be
given in this regard due to the variety of factors that affect the tax position
of individual stockholders. For the above reasons, the Company may or may not
structure compensation arrangements to satisfy the requirements for performance
based compensation under Section 162(m).
Respectfully submitted,
Donald S. Chisholm
Louis H. Masotti
Sheli Z. Rosenberg
Gary L. Waterman
11
<PAGE> 14
PERFORMANCE GRAPH
The following performance graph compares total stockholders' return on the
Common Stock since December 31, 1994 with the Standard and Poors ("S&P") 500
Stock Index and the index of equity REITs prepared by the National Association
of Real Estate Investment Trusts ("NAREIT"). The Common Stock price performance
graph assumes an investment of $100 in the Common Stock on December 31, 1994 and
an investment of $100 in the two indexes on December 31, 1994 and further
assumes the reinvestment of all dividends. Equity REITs are defined as those
REITs which derive more than 75% of their income from equity investments in real
estate assets. The NAREIT equity index includes all tax qualified REITs listed
on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock
Market. Common Stock price performance presented for the period from December
31, 1994 through December 31, 1999 is not necessarily indicative of future
results.
chart
<TABLE>
<CAPTION>
MHC ($) S&P 500 STOCK INDEX ($) NAREIT INDEX ($)
------- ----------------------- ----------------
<S> <C> <C> <C>
Dec. 1994 100.00 100.00 100.00
1995 94.59 137.58 115.27
1996 133.79 189.17 155.93
1997 163.98 225.60 187.52
1998 161.18 290.08 154.70
1999 166.51 351.12 147.55
</TABLE>
12
<PAGE> 15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of March 17, 2000 (except as
noted), with respect to each person who is known by the management of the
Company to be the beneficial owner of more than 5% of the outstanding shares of
Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND BUSINESS ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
------------------------- -------------------- ----------
<S> <C> <C>
Samuel Zell and entities controlled by Samuel Zell
and Ann Lurie and entities
controlled by Ann Lurie(2)(3)............................. 3,132,145 12.6%
Two North Riverside Plaza
Chicago, Illinois 60606
General Motors Hourly-Rate Employes......................... 2,271,198 10.1%
Pension Trust and
General Motors Salaried
Employes Pension Trust(4)
c/o General Motors Investment
Management Corporation
767 Fifth Avenue
New York, New York 10153
Morgan Stanley Dean Witter & Co. (5)........................ 1,720,405 7.7%
1585 Broadway
New York, NY 10036
FMR Corp (6)................................................ 1,361,100 6.1%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ---------------
(1) The amounts of Common Stock beneficially owned is reported on the basis of
regulations of the SEC governing the determination of beneficial ownership
of securities. The percentage of Common Stock beneficially owned by a person
assumes that all OP Units held by the person are exchanged for Common Stock,
that none of the OP Units held by other persons are so exchanged, that all
options exercisable within 60 days of March 17, 2000 to acquire Common Stock
held by the person are exercised and that no options to acquire Common Stock
held by other persons are exercised.
(2) Includes Common Stock, OP Units which are exchangeable for Common Stock, and
options to purchase Common Stock which are currently exercisable or
exercisable within 60 days owned as follows:
<TABLE>
<CAPTION>
COMMON STOCK OP UNITS OPTIONS
------------ -------- -------
<S> <C> <C> <C>
ENTITIES CONTROLLED BY SAMUEL ZELL:
Samuel Zell......................................... 6,999 -- 259,999
Samuel Zell Revocable Trust......................... 10,551 -- --
Samstock/SZRT, L.L.C................................ 294,133 13,641 --
Samstock/ZGPI, L.L.C................................ 6,003 -- --
Samstock, L.L.C..................................... 346,000 601,665 --
Samstock/ZFT, L.L.C................................. -- 187,278 --
Donald S. Chisholm Trust............................ 7,000 -- --
ENTITIES CONTROLLED BY ANN LURIE:
Anda Partnership.................................... -- 233,694 --
LFT Partnership..................................... -- 5,436 --
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
COMMON STOCK OP UNITS OPTIONS
------------ -------- -------
<S> <C> <C> <C>
ENTITIES CONTROLLED BY SAMUEL ZELL & ANN LURIE:
EGI Holdings, Inc................................... -- 579,873 --
EGIL Investments, Inc............................... -- 579,873 --
------- --------- -------
TOTALS:............................................. 670,686 2,201,460 259,999
======= ========= =======
</TABLE>
Mr. Zell disclaims beneficial ownership of 7,000 shares of Common Stock and
819,003 OP Units. Mrs. Lurie disclaims beneficial ownership of 670,686
shares of Common Stock, 1,382,457 OP Units and options to purchase 259,999
shares of Common Stock.
(3) Includes 1,962,330 OP Units (exchangeable into 1,962,330 shares of Common
Stock) and 646,136 shares of Common Stock which are pledged as collateral
for loans to five financial institutions. Under the loan agreements, the
institutions cannot vote (assuming exchange of the OP Units for Common
Stock) or exercise ownership rights relating to the pledged OP Units or
Common Stock unless there is an event of default.
(4) The shares reported herein are held of record by Mellon Bank, N.A. acting as
the trustee (the "Trustee") for the General Motors Hourly-Rate Employes
Pension Plan and the General Motors Salaried Employes Pension Plan
(collectively, the "GM Trusts"). The GM Trusts are trusts under and for the
benefit of certain employee benefit plans of General Motors Corporation
("GM") and its subsidiaries. These shares may be deemed to be owned
beneficially by GMIMCo, a wholly owned subsidiary of GM. GMIMCo's principal
business is providing investment advice and investment management services
with respect to the assets of certain employee benefit plans of GM and its
subsidiaries and associated entities. GMIMCo is serving as the GM Trusts'
investment manager with respect to these shares and in that capacity it has
the sole power to direct the Trustee as to the voting and disposition of
these shares. Because of the Trustee's limited role, beneficial ownership of
the shares by the Trustee is disclaimed.
(5) Pursuant to a Schedule 13G filed with the SEC for calendar 1999, Morgan
Stanley Dean Witter & Co. ("Morgan Stanley") and its wholly owned
subsidiary, Morgan Stanley Dean Witter Investment Management Inc. are the
beneficial owners of 1,720,405 and 1,712,800 shares of Common Stock,
respectively, through accounts managed by them on a discretionary basis.
(6) Pursuant to a Schedule 13G filed with the SEC for calendar 1999, Fidelity
Management & Research Company ("Fidelity"), a wholly owned subsidiary of FMR
Corp. and an investment advisor registered under Section 203 of the
Investment Advisors Act of 1940 ("Investment Act"), is the beneficial owner
of 1,361,100 shares of Common Stock as a result of acting as investment
advisor to various investment companies under the Investment Act.
14
<PAGE> 17
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 17, 2000, certain information
with respect to the Common Stock that may be deemed to be beneficially owned by
each director of MHC, by the five executive officers named in the Summary
Compensation Table and by all directors and executive officers as a group:
<TABLE>
<CAPTION>
SHARES OF SHARES UPON PERCENT
COMMON EXERCISE OF OF
NAME OF BENEFICIAL HOLDER STOCK(1) OPTIONS(2) TOTAL(1) CLASS
------------------------- --------- ----------- -------- -------
<S> <C> <C> <C> <C>
Donald S. Chisholm......................... 38,607(3) 40,000 78,607 *
Thomas E. Dobrowski........................ 0 66,666 66,666 *
David A. Helfand........................... 140,107 127,000 267,107 1.2%
Thomas P. Heneghan......................... 201,044 33,000 234,044 1.0%
Ellen Kelleher............................. 175,657 21,000 196,657 *
Louis H. Masotti........................... 4,839 30,000 34,839 *
William Norwell............................ 0 0 0 *
John F. Podjasek, Jr....................... 5,924 56,666 62,590 *
Gary W. Powell............................. 286,456 35,000 321,456 1.4%
Sheli Z. Rosenberg......................... 68,030(4) 83,999 152,029 *
Michael A. Torres.......................... 7,562 55,000 62,562 *
Howard Walker.............................. 192,137 25,000 220,137 1.0%
Gary L. Waterman........................... 6,950 60,000 66,950 *
Samuel Zell................................ 2,633,016(3)(5) 259,999 2,893,015 11.7%
All directors and executive officers as a
group (16 persons) including the
above-named persons...................... 3,760,329 893,330 4,656,659 18.4%
========= ======= ========= ====
</TABLE>
- ---------------
* Less than 1%
(1) The amounts of Common Stock beneficially owned are reported on the basis of
regulations of the SEC governing the determination of beneficial ownership
of securities. The percentage of Common Stock beneficially owned by a person
assumes that all OP Units held by the person are exchanged for Common Stock,
that none of the OP Units held by other persons are so exchanged, that all
options exercisable within 60 days of March 17, 2000 to acquire Common Stock
held by the person are exercised and that no options to acquire Common Stock
held by other persons are exercised.
(2) The amounts shown in this column reflect shares of Common Stock subject to
options granted under the Company's 1992 Stock Option and Stock Award Plan
which are currently exercisable or exercisable within 60 days of the date of
this table.
(3) Includes 7,000 shares owned by the Donald S. Chisholm Trust, Samuel Zell,
Trustee. Under the regulations of the SEC, Mr. Zell may be deemed to be the
beneficial owner of all the shares which are beneficially owned by the
Donald S. Chisholm Trust. Mr. Zell disclaims beneficial ownership of the
shares owned by the Donald S. Chisholm Trust.
(4) Includes 11,530 OP Units beneficially owned by Mrs. Rosenberg which are
exchangeable into 11,530 shares of Common Stock.
(5) Includes 1,962,330 OP Units which are exchangeable into 1,962,330 shares of
Common Stock and 670,686 shares of Common Stock beneficially owned by
entities in which Mr. Zell as a pecuniary interest or which he may be deemed
to control. See "Security Ownership of Certain Beneficial Owners." Mr. Zell
disclaims beneficial ownership of 579,873 OP Units owned which are
exchangeable into 579,873 shares of Common Stock.
15
<PAGE> 18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company occupies office space owned by an affiliate of EGI, an entity
controlled by Mr. Zell, at Two North Riverside Plaza, Chicago, Illinois 60606.
In addition, pursuant to an administrative services agreement, EGI or certain of
its affiliates provides the Company and its subsidiaries with certain
administrative, office facility and other services with respect to certain
aspects of the Company's business, including, but not limited to, administrative
support, real estate tax evaluation services, and marketing consulting and
research services and other services. Amounts incurred for these services
amounted to approximately $74,000 for the year ended December 31, 1999. Amounts
due to these affiliates at December 31, 1999 were $33,000. Certain related
entities, owned by persons affiliated with Mr. Zell, provided legal services,
insurance brokerage services (excluding reimbursements for insurance premiums
paid to third parties), and office space to the Company. Amounts incurred for
these services amounted to approximately $473,000 for the year ended December
31, 1999. Amounts due to these affiliates at December 31, 1999 were $12,000.
The independent members of the Board annually review and approve the rates
charged by EGI and its affiliates for services rendered to the Company and its
subsidiaries. Additionally, the budget for such services are submitted, reviewed
and approved by the Audit Committee of the Company.
The executive officers listed below are indebted to the Company as a result
of purchasing stock from the Company. The loans accrue interest, payable
quarterly in arrears at the applicable federal rate, as defined in the Code in
effect at the time the loans were made. The loans are recourse to the respective
individuals; are collateralized by a pledge of the shares of Common Stock
purchased; and are due and payable of the first to occur of the employee leaving
the Company or March 3, 2003 for the loans bearing interest at 6.77% and January
2, 2005 for the loans bearing interest at 5.91%. All dividends paid on pledged
shares in excess of the then marginal tax rate are used to pay interest and
principal on the loans:
<TABLE>
<CAPTION>
LARGEST AGGREGATE BALANCE AS OF
NAME AMOUNT OWED IN 1999 DECEMBER 31, 1999 INTEREST RATE
---- ------------------- ----------------- -------------
<S> <C> <C> <C>
Howard Walker................................ $900,266.20 $885,397.89 5.91%
Thomas P. Heneghan........................... 852,278.73 833,927.39 5.91%
Ellen Kelleher............................... 865,626.29 842,107.89 5.91%
Gary W. Powell............................... 805,452.87 709,199.81 6.77%
Gary W. Powell............................... 883,801.28 881,691.29 5.91%
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of its Common Stock,
to file reports of ownership and changes of ownership with the SEC and the New
York Stock Exchange. Officers, directors and greater than 10% stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on the Company's review of the copies of those forms received
by the Company, or written representations from directors and officers that no
Forms 5 were required to be filed, that for 1999: Louis H. Masotti reported the
exercise of an option late.
AUDITORS
Ernst & Young LLP served as the Company's auditors for the year ended
December 31, 1999. The Audit Committee intends to make a future recommendation
to the Board concerning the selection of the Company's auditors for the current
fiscal year which began January 1, 2000. There have been no disagreements
between the Company and its auditors relating to accounting procedures,
financial statement disclosures, or related items. Representatives of Ernst &
Young LLP are expected to be
16
<PAGE> 19
available at the Meeting and will have an opportunity to make a statement if
they so desire and will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Under regulations adopted by the SEC, stockholder proposals intended to be
presented at the 2001 Annual Meeting of Stockholders must be received by the
Secretary of the Company no later than December 2, 2000, in order to be
considered for inclusion in the Company's proxy statement and on the proxy card
that will be solicited by the Board in connection with the 2000 Meeting.
In addition, if a stockholder desires to bring business before an annual
meeting which is not the subject of a proposal for inclusion in the Company's
proxy materials, the stockholder must follow the advance notice procedures
outlined in the Company's Bylaws. The Bylaws of the Company provide that in
order for a stockholder to nominate a candidate for election as a director at a
Meeting of propose business for consideration at such meeting, notice must
generally be given to the Secretary of the Company no more than 90 days nor less
than 60 days prior to the first anniversary of the preceding year's Meeting. The
2000 Annual Meeting is scheduled for May 9, 2000. Therefore, if a stockholder
desires to present a proposal for the 2001 Annual Meeting without seeking to
include the proposal in the Company's proxy materials, the Company must receive
notice of the proposal no earlier than February 9, 2001 and no later than March
10, 2001. The fact that the Company may not insist upon compliance with these
requirements should not be construed as a waiver by the Company of its right to
do so at any time in the future. The Company reserves the right to reject, rule
out of order, or take other appropriate action with respect to any proposal that
does not comply with these and other applicable requirements.
OTHER MATTERS
The Board is not aware of any business which will be presented at the
Meeting other than those matters set forth in the accompanying Notice of Annual
Meeting of Stockholders. If any other matters are properly presented at the
Meeting for action, it is intended that the persons named in the accompanying
Proxy and acting thereunder will vote in accordance with their best judgment on
such matters.
By Order of the Board of Directors
SUSAN OBUCHOWSKI
Susan Obuchowski
Secretary
March 31, 2000
Chicago, Illinois
17
<PAGE> 20
<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Please mark [ ]
your votes as [ ]
indicated in [ X ]
this example [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
I PLAN TO ATTEND MEETING [ ]
1. ELECTION OF DIRECTORS FOR all nominees WITHHOLD AUTHORITY
Nominees: Donald S. Chisholm, Thomas E. listed to the left to vote for all
Dobrowski, John F. Podjasek, Jr. and (except as marked to nominees listed
Howard Walker. the contrary) to the left COMMENTS/ADDRESS CHANGE
Please mark this box if you have [ ]
any written comments/address
WITHHELD FOR (Write name of nominee(s) in space [ ] [ ] change on the reverse side.
provided below).
_______________________________________________
2. And on any other matter which may properly
come before the meeting or any adjournment or
postponement thereof in the discretion of the
Proxy holder.
Signature Signature Date
---------------------------------- ----------------------------------- ----------------------
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
trustee, guardian or officer, please give full title under signature.
- ------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
<PAGE> 21
MANUFACTURED HOME COMMUNITIES, INC.
Two North Riverside Plaza, Chicago, Illinois 60606
Proxy for Annual Meeting of Stockholders
Solicited on Behalf of the Board of Directors
The undersigned stockholder of Manufactured Home Communities, Inc., a
Maryland corporation (the "Company"), hereby appoints SAMUEL ZELL and HOWARD
WALKER, or either of them, with full power of substitution in each of them, to
attend the Annual Meeting of Stockholders of the Company to be held on Tuesday,
May 9, 2000, at 10:00 a.m., Chicago time, and any adjournment or postponement
thereof, to cast on behalf of the undersigned all votes that the undersigned is
entitled to cast at such meeting and otherwise to represent the undersigned at
the meeting with all powers possessed by the undersigned if personally present
at the meeting. The undersigned hereby acknowledges receipt of the Notice of
the Annual Meeting of Stockholders and of the accompanying Proxy Statement and
revokes any proxy heretofore given with respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as
instructed on the reverse side. If this proxy is executed but no instruction is
given, the votes entitled to be cast by the undersigned will be cast "for"
each of the nominees for director as described in the Proxy Statement and in
the discretion of the proxy holder on any other matter that may properly come
before the meeting or any adjournment or postponement thereof.
- ------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENTS/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
