<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
THE TOWN AND COUNTRY TRUST
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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)(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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):_____________
(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> 2
THE TOWN AND COUNTRY TRUST
------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------------------------------------------------
Notice is hereby given that the Annual Meeting of Shareholders of The Town
and Country Trust will be held at 100 South Charles Street, 17th Floor
Conference Room, Baltimore, Maryland on Thursday, May 1, 1997 at 11:00 A.M.,
local time, for the purpose of considering and acting upon:
1. The election of five (5) Trustees, each to hold office until the
next Annual Meeting of Shareholders and until his successor shall be
elected and qualified; and
2. The transaction of any other business which properly may come
before the meeting and any adjournments thereof.
Shareholders of The Town and Country Trust of record at the close of
business on February 28, 1997 are entitled to vote at the Annual Meeting and any
adjournments thereof.
By order of the Board of Trustees
Daniel G. Berick
Secretary
Baltimore, Maryland
March 19, 1997
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
IN THE ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
<PAGE> 3
March 19, 1997
THE TOWN AND COUNTRY TRUST
100 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201
---------------------------
PROXY STATEMENT
---------------------------
The accompanying proxy is solicited by the Trustees of The Town and Country
Trust (the "Trust") for use at the Annual Meeting of Shareholders to be held on
May 1, 1997 and any adjournments thereof.
Shareholders of record at the close of business on February 28, 1997 (the
record date) will be entitled to vote at the Annual Meeting and any adjournments
thereof. At that date the Trust had issued and outstanding 15,677,690 Common
Shares of Beneficial Interest (the "Common Shares"), par value $.01 per Common
Share. Each such Common Share is entitled to one vote on all matters properly
coming before the Annual Meeting. At least 7,838,846 Common Shares must be
represented at the Annual Meeting in person or by proxy in order to constitute a
quorum for the transaction of business.
This Proxy Statement and the accompanying form of proxy were first mailed
to Shareholders on March 19, 1997.
ELECTION OF TRUSTEES
At this Annual Meeting, five Trustees are to be elected for a term expiring
at the 1998 Annual Meeting of Shareholders and until their respective successors
are duly elected and qualified. Unless a Shareholder requests that voting of the
proxy be withheld for any one or more of the nominees for Trustee in accordance
with the instructions set forth on the proxy, it presently is intended that
Common Shares represented by proxies solicited hereby will be voted for the
election as Trustees of the five nominees named in the table below. All nominees
have consented to being named in this Proxy Statement and to serve if elected.
Should any nominees subsequently decline or be unable to accept such nomination
or to serve as a Trustee, an event which the Trustees do not now expect, the
persons voting the Common Shares represented by proxies solicited hereby may
either vote such Shares for a slate of five persons which includes a substitute
nominee or for a reduced number of nominees, as they may deem advisable. For
election as a Trustee, a nominee must receive the affirmative vote of a
plurality of the Common Shares voted at the Annual Meeting in person or by
proxy. Neither abstentions nor broker non-votes will be counted as votes cast
and neither will have any effect on the result of the vote, although both will
count toward the determination of the presence of a quorum.
The information concerning the nominees set forth in the following table is
based in part on information received from the respective nominees and in part
on the Trust's records. Each of the nominees first became a Trustee in
connection with the formation of the Trust in 1993.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------ --- --------------------------------------------------
<S> <C> <C>
Alfred Lerner 63 Chairman of the Board and Chief Executive Officer
of the Trust
Harvey Schulweis 56 President of the Trust
James H. Berick 63 Chairman of Berick, Pearlman & Mills Co., L.P.A.,
attorneys
H. Grant Hathaway 69 Retired, formerly Vice Chairman, MNC Financial,
Inc., bank holding company
Milton A. Wolf 72 President of Milton A. Wolf Investors,
investments, and Chairman of Zehman-Wolf
Management, Inc., real estate management and
development
</TABLE>
1
<PAGE> 4
Mr. Lerner has been the Chairman of the Board and Chief Executive Officer
of the Trust since its formation in May 1993. In addition, Mr. Lerner has served
as the Chairman of the Board and Chief Executive Officer of MBNA Corporation, a
bank holding company, since its inception as a public company in 1991. From 1979
until 1993, Mr. Lerner was the President of The Town and Country Management
Corporation. He was the Chairman of the Board and Chief Executive Officer of MNC
Financial, Inc. from September 1990 until July 1991, and was its Chairman of the
Board from July 1991 until October 1993. Mr. Lerner was the Chairman of the
Board of The Progressive Corporation, an insurance holding company, from 1988
until April 1993. He is a member of the Boards of Trustees of Columbia
University, the Cleveland Clinic Foundation and Case Western Reserve University.
He also is the President of the Cleveland Clinic Foundation.
Mr. Schulweis has been the President of the Trust since its formation in
May 1993. In addition, Mr. Schulweis has been the President of Schulweis Realty,
Inc., real estate ownership and management, since 1991. He is a Certified Public
Accountant and a member of the Executive Committee of the National Realty
Committee and is a past member of the Board of Governors of the Real Estate
Board of New York.
Mr. Berick has been a Trustee of the Trust since its formation in May 1993.
He has been the Chairman of Berick, Pearlman & Mills Co., L.P.A., since July
1986 and has been the President and Treasurer of Realty ReFund Trust, a real
estate investment trust, since 1990. Mr. Berick is a Director or Trustee of MBNA
Corporation, Realty ReFund Trust, The Tranzonic Companies and A. Schulman, Inc.
Mr. Hathaway, now retired, has been a Trustee of the Trust since its
formation in May 1993. In addition, he served as the Vice Chairman of MNC
Financial, Inc. from 1990 until 1993. He also served as Vice Chairman of
Maryland National Bank from 1990 until 1993 and was its President and Chief
Executive Officer in 1991. Mr. Hathaway was the President and Chief Executive
Officer of American Security Bank, N.A. in 1991 and the Chairman and Chief
Executive Officer of Equitable Bank, N.A. from 1979 until 1990. Mr. Hathaway
also served as the President of Equitable Bancorporation from 1975 until 1990
and as its Chief Executive Officer from 1981 until 1990. Mr. Hathaway is the
Chairman of The Kennedy Krieger Institute Development and Resource Board.
Dr. Wolf has served as a Trustee of the Trust since its formation in May
1993. In addition, he has served as the President of Milton A. Wolf Investors
and as the Chairman of Zehman-Wolf Management, Inc. since 1980. Dr. Wolf was the
United States Ambassador to Austria from 1977 until 1980. From 1981 until 1987,
Ambassador Wolf served as a Distinguished Professorial Lecturer in Economics at
Case Western Reserve University. Ambassador Wolf also is a Director of American
Greetings Corp. Ambassador Wolf holds a Ph.D in Economics from Case Western
Reserve University and holds honorary doctoral degrees from Cleveland State
University and Case Western Reserve University. He is Chairman of the American
Austrian Foundation, Vice Chairman of the Council of American Ambassadors and is
a member of the Council on Foreign Relations, the Academy of Political Science
and the American Economic Association. Ambassador Wolf serves on the Boards of
Trustees of Case Western Reserve University and the Cleveland Clinic Foundation.
The Board of Trustees has established an Audit Committee and a Compensation
Committee. James H. Berick, H. Grant Hathaway and Milton A. Wolf comprise the
Audit Committee and Compensation Committee. The Trust does not have a nominating
committee. The functions of such committee are performed by the Board of
Trustees.
The Audit Committee has been established to (i) make recommendations to the
Trustees concerning the engagement of the Trust's independent public
accountants, (ii) review with the independent public accountants the plans and
results of the audit engagement, (iii) approve professional services provided by
the independent public accountants, (iv) review the independence of the
independent public accountants, (v) consider the range of audit and non-audit
fees, and (vi) review the adequacy of the Trust's internal accounting controls.
The Audit Committee met twice during the fiscal year.
2
<PAGE> 5
The Compensation Committee is responsible for administering the Trust's
Amended and Restated 1993 Long Term Incentive Plan and for reviewing benefits
and executive compensation, including incentive compensation. The Compensation
Committee met once during the fiscal year.
The Board of Trustees held four meetings during the year ended December 31,
1996. All Trustees attended each meeting of the Trustees and of the Committees
thereof.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH NOMINEE FOR TRUSTEE.
CERTAIN RELATED TRANSACTIONS; COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
Michael H. Rosen, the Executive Vice President of the Trust, is indebted to
the Trust in connection with the consolidation of certain personal indebtedness,
in the amount of $340,000, as of February 28, 1997. $300,000 of this
indebtedness bears interest at a rate comparable to the rate earned on the
Trust's invested funds. As of February 28, 1997, such rate was 4.92%. The
balance of the indebtedness does not bear interest; however, the Trust has
deferred compensation otherwise due Mr. Rosen in the amount of such balance.
James H. Berick, a Trustee, is Chairman of the law firm Berick, Pearlman &
Mills Co., L.P.A., general counsel to the Trust, which received legal fees from
the Trust during the year ended December 31, 1996 in the amount of $185,237.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Mr. Schulweis has been both an owner and an investor in a significant
number of real estate projects. Of such projects in which Mr. Schulweis or an
affiliate is a general partner, two were sold through foreclosure proceedings,
one in 1994 and one in 1996.
COMPENSATION OF TRUSTEES
The Trust pays an annual fee of $25,000, plus a fee of $2,500 for each
meeting attended, to its Trustees who are not employees of the Trust or any of
its subsidiaries. Trustees who are employees of the Trust are not paid any
Trustees' fees. The Trust reimburses the Trustees for travel expenses incurred
in connection with their activities on behalf of the Trust.
Pursuant to the Amended and Restated 1993 Long Term Incentive Plan (the
"1993 Plan") adopted by the Trust, each Trustee who is not otherwise an employee
of the Trust or its subsidiaries or affiliates automatically receives, on each
January 2, an annual grant of options to purchase 2,000 Common Shares having an
exercise price equal to 100% of the fair market value of the Common Shares at
the date of grant of such option. In addition, each of the Trust's current
non-employee Trustees, upon joining the Board, received an initial grant of
options to purchase 2,000 Common Shares at an exercise price equal to the
initial public offering price of $22.00. Should any additional Trustees be
elected in the future, each such Trustee would receive an initial grant of
options to purchase 2,000 Common Shares having an exercise price equal to 100%
of the fair market value of the Common Shares as of such date.
3
<PAGE> 6
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
This report describes the Trust's executive compensation programs and the
basis on which fiscal 1996 compensation determinations were made by the
Compensation Committee in respect of the executive officers of the Trust,
including Mr. Lerner, the Trust's Chief Executive Officer.
The Trust's compensation program provides annual cash compensation to
executive officers that recognizes short-term individual and Trust performance
and long-term compensation that encourages executive officers to focus on the
future. The program is designed to reward current performance in proper context
with the long-term health of the Trust and to provide for continuity of
management of the Trust's properties, which the Board of Trustees considers to
be of critical importance. Annual cash compensation consists of salary and
bonus. Long-term incentive programs include grants of share options and
restricted and unrestricted share awards.
The Compensation Committee approved annual salaries and bonuses for the
Trust's executive officers in respect of fiscal 1996. For purposes of
comparison, the Compensation Committee considered salaries and bonuses paid to
the Trust's executive officers by the Trust's predecessor entity, as well as
salaries and bonuses paid to executive officers of other publicly-held real
estate investment trusts. Salaries are based on responsibilities with the Trust,
experience, and individual and Trust performance. Bonuses for executive officers
are based on Trust and individual performance. Bonuses for 1996 for executive
officers were approved by the Compensation Committee based primarily on the
Trust's performance in 1996 relative to plans, goals and objectives, including
financial goals such as growth in funds from operations, management of costs and
acquisitions of new properties, and nonfinancial goals such as tenant
satisfaction, employee turnover and management of internal systems and growth.
Mr. Lerner's salary was fixed and, at his request, he received no bonus or
other incentive compensation.
To provide long-term incentives, the Compensation Committee may grant share
options and restricted and unrestricted share awards to officers and key
employees under the 1993 Plan. No share options were granted in 1996 to the
executive officers of the Trust. Restricted Common Shares were awarded in 1996.
Restrictions on such Common Shares lapse on termination of the officer's
employment due to death, disability, retirement or a change in control of the
Trust. Upon termination of employment for any other reason, all restricted
Common Shares as to which the restrictions have not lapsed are forfeited to the
Trust. Holders of restricted Common Shares have all of the rights of holders of
Common Shares, including the right to receive dividends and to vote. Mr. Lerner,
at his request, was not granted any share options or awarded any restricted
Common Shares in 1996.
The Compensation Committee
James H. Berick
H. Grant Hathaway
Milton A. Wolf
4
<PAGE> 7
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation paid or to be paid by the
Trust or its subsidiaries in respect of services rendered during the Trust's
fiscal year ended December 31, 1996 to the Trust's Chief Executive Officer and
each of the Trust's other executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION -------------------------------
------------------------ RESTRICTED STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS AWARDS(1) (SHARES) COMPENSATION
- ------------------------------ ------------ ------------- -------- ---------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Alfred Lerner, 1996 $ 200,000 $ 0 $ 0 0 $ 0
Chairman of the Board, 1995 $ 200,000 $ 0 $ 0 0 $ 0
Chief Executive Officer 1994 $ 200,000 $ 0 $ 0 0 $ 0
Harvey Schulweis, 1996 $ 200,000 $ 0 $ 203,125 0 $ 0
President 1995 $ 200,000 $ 0 $ 472,656 25,000 $ 0
1994 $ 200,000 $ 0 $ 0 75,000 $ 0
Michael H. Rosen, 1996 $ 175,000 $ 75,000 $ 0 0 $ 95,731(2)
Executive Vice President 1995 $ 193,750 $ 93,750 $1,289,063 20,000 $ 95,776
1994 $ 250,000 $200,000 $ 0 50,000 $ 22,670
Jennifer C. Munch, 1996 $ 110,000 $ 40,000 $ 0 0 $ 33,542(2)
Vice President--Treasurer 1995 $ 116,250 $ 42,500 $ 300,781 10,000 $ 33,587
1994 $ 135,000 $100,000 $ 0 30,000 $ 7,704
- ---------
(1) The total number of restricted shares and the aggregate market value at
December 31, 1996 are as follows: Mr. Lerner held no restricted shares; Mr.
Schulweis held 50,000 restricted shares having an aggregate market value of
$731,250; Mr. Rosen held 93,750 restricted shares having an aggregate market
value of $1,371,094; and Mrs. Munch held 21,875 restricted shares having an
aggregate market value of $319,922. Dividends accrue and are paid on the
restricted shares. The aggregate market value is based on the fair market
value at December 31, 1996 of $14.625 per share.
(2) Amounts shown include the following: Trust or subsidiary contributions to
defined-contribution plan--$7,119 for each of Mr. Rosen and Mrs. Munch;
Trust or subsidiary payments of term life insurance premiums--$864 for Mr.
Rosen and $522 for Mrs. Munch; and Trust or subsidiary payments of
split-dollar life insurance premiums--$87,748 for Mr. Rosen and $25,901 for
Mrs. Munch.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NO. OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON VALUE FISCAL YEAR END FISCAL YEAR END
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------- ----------- -------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Alfred Lerner 0 $0 0/0 $0/$0
Harvey Schulweis 0 $0 58,333/41,667 $5,208/$10,417
Michael H. Rosen 0 $0 40,000/30,000 $4,167/$8,333
Jennifer C. Munch 0 $0 23,333/16,667 $2,083/$4,167
</TABLE>
5
<PAGE> 8
PERFORMANCE GRAPH
The following graph compares total Shareholder returns from August 23, 1993
through December 31, 1996 to the Standard & Poor's 500 Stock Index ("S&P 500")
and to the National Association of Real Estate Investment Trusts, Inc.'s Equity
REIT Total Return Index ("NAREIT"). The graph assumes that the value of the
investment in the Trust's Common Shares and each index was $100 at August 31,
1993 and that all dividends were reinvested. The Shareholder return shown on the
following graph is not necessarily indicative of future performance.
The following graph shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent the Trust specifically incorporates this information
by reference and otherwise shall not be deemed filed under such Acts.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) Trust S&P 500 NAREIT
<S> <C> <C> <C>
August 31, 1993 100 100 100
December 31, 1993 93.39 101.56 97.14
December 31, 1994 71.79 102.88 100.22
December 31, 1995 73.62 141.39 115.52
December 31, 1996 92.71 173.90 156.26
</TABLE>
RETIREMENT PLAN
An affiliate of the Trust, The TC Operating Limited Partnership, maintains
a non-contributory, defined-contribution plan established by its predecessor for
the benefit of employees. The plan covers all employees who are twenty and
one-half years old with six months or more of service. Participants qualify for
benefits upon reaching the age of sixty-five and early retirees qualify provided
they have completed ten years of service. After three years of service,
participants become 20% vested in employer contributions which are based on
current compensation levels. From the fourth through the seventh years, vesting
increases by 20% each year until full vesting occurs. For the fiscal year ended
December 31, 1996, $7,119 was contributed to the plan accounts of each of Mr.
Rosen and Mrs. Munch. Messrs. Lerner and Schulweis are not participants in such
plan.
6
<PAGE> 9
OWNERSHIP OF COMMON SHARES OF BENEFICIAL INTEREST
The following table sets forth information as of February 28, 1997 in
respect of beneficial ownership of Common Shares by each person known to the
Trust to own 5% or more of its Common Shares, by each Trustee, by each named
executive officer and by all Trustees and executive officers as a group.
<TABLE>
<CAPTION>
SHARES % OF OWNERSHIP TOTAL SHARES
BENEFICIALLY OUTSTANDING OF SHARE AND SHARE
NAME OWNED(1)(2) SHARES EQUIVALENTS(3) EQUIVALENTS/%(4)
- --------------------------------- ---------- ----------- -------------- ----------------
MANAGEMENT
<S> <C> <C> <C> <C>
Alfred Lerner
25875 Science Park Drive
Beachwood, Ohio 44122.......... 1,000,000 6.4% 2,152,299 3,152,299/17.4%
Harvey Schulweis................. 226,666 1.4% 215,230 441,896/ 2.4%
James H. Berick.................. 15,900(5) * -- --
H. Grant Hathaway................ 60,000 * -- --
Milton A. Wolf................... 76,800(6) * -- --
Michael H. Rosen................. 143,616(7) * -- --
Jennifer C. Munch................ 52,831(8) * -- --
All Trustees and Executive
Officers as a Group (7
persons)....................... 1,575,813 10.0%
<CAPTION>
INSTITUTIONAL INVESTORS(9)
<S> <C> <C>
Corbyn Investment Management,
Inc., et al.
Suite 108
2330 W. Joppa Rd.
Lutherville, Maryland 21093.... 969,307(10) 6.2%
State Farm Mutual Automobile
Insurance Company
One State Farm Plaza
Bloomington, Illinois 61710.... 1,000,000(11) 6.4%
- ---------------
* Less than 1% of the Common Shares outstanding
(1) Includes the following number of Common Shares which are not owned but can
be purchased within 60 days upon the exercise of options granted under the
1993 Plan: 10,000 by each of James H. Berick, H. Grant Hathaway and Milton
A. Wolf; 66,666 by Mr. Schulweis; 46,666 by Mr. Rosen; and 26,666 by Mrs.
Munch.
(2) Includes the following number of restricted Common Shares awarded under the
1993 Plan: 50,000 for Mr. Schulweis, 93,750 for Mr. Rosen and 21,875 for
Mrs. Munch.
(3) In consideration of the contributions of their interests in the Trust's
original properties as part of the formation of the Trust, Messrs. Lerner
and Schulweis retained beneficial ownership of their limited partnership
interests in the Operating Partnership, in which the Trust is an 86.00%
general partner. As of February 28, 1997, Messrs. Lerner and Schulweis
owned 12.10% and 1.21% limited partnership interests, respectively, in the
Operating Partnership. The limited partners of the Operating Partnership
share proportionately with the Trust, as general partner, in the net income
or loss and any distributions of the Operating Partnership; therefore, Mr.
Lerner's 12.10% limited partnership interest in the Operating Partnership
is the economic equivalent of 2,152,299 Common Shares of the Trust and Mr.
Schulweis' 1.21% limited partnership interest in the Operating Partnership
is the economic equivalent of 215,230 Common Shares of the Trust. Pursuant
to the partnership agreement of the Operating Partnership, Messrs. Lerner
and Schulweis each may convert his limited partnership interest into such
number of Common Shares.
7
<PAGE> 10
(4) Percentage shown calculated based on conversion of all share equivalents
into Common Shares.
(5) Includes 1,200 shares held solely by Mr. Berick's wife, beneficial
ownership of which Mr. Berick disclaims.
(6) Includes 4,500 shares held solely by Dr. Wolf's wife and 800 shares held
solely by Dr. Wolf's wife as guardian for their adult child, beneficial
ownership of which Dr. Wolf disclaims.
(7) Includes 200 shares held solely by Mr. Rosen's minor child, beneficial
ownership of which Mr. Rosen disclaims.
(8) Includes 445 shares held solely by Mrs. Munch's husband, beneficial
ownership of which Mrs. Munch disclaims.
(9) The two beneficial owners in this category have filed Schedules 13G with
the Trust in which they certified that they acquired the Trust's Common
Shares in the ordinary course of business and not for the purpose of
changing or influencing the control of the Trust. The percentage ownership
shown in the table has been calculated by reference to the Trust's records.
(10) According to its report on Schedule 13G, as of December 31, 1996, a group
consisting of Corbyn Investment Management Inc., a registered investment
adviser ("Corbyn"), and Greenspring Fund, Inc., a registered investment
company ("Greenspring"), directly or indirectly beneficially owned, in the
aggregate, 969,307 of the Trust's Common Shares. According to this group's
Schedule 13G, Corbyn and Greenspring owned and held sole voting and
dispositive power over 692,262 Common Shares and 277,045 Common Shares,
respectively.
(11) According to its report on Schedule 13G, as of December 31, 1996, State
Farm Mutual Automobile Insurance Company, an insurance company ("State
Farm"), beneficially owned 1,000,000 of the Trust's Common Shares. State
Farm states in its Schedule 13G that it possesses sole authority to vote
and to dispose or direct the disposition of all of such shares. State Farm
states in its Schedule 13G that certain of its direct and indirect
subsidiaries may be deemed to share beneficial ownership in respect of such
shares as a result of certain internal investment procedures.
</TABLE>
SELECTION OF ACCOUNTANTS
The Trustees have selected Ernst & Young LLP as independent accountants for
the Trust for the fiscal year ending December 31, 1997. Ernst & Young LLP were
the independent accountants for the Trust for the fiscal year ended December 31,
1996 and are considered by the Trustees to be well qualified.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so
and to be available to respond to appropriate questions.
OTHER MATTERS
The Trustees know of no matters to be presented for action at the Annual
Meeting other than those described in this Proxy Statement. Should other matters
come before the meeting, the Common Shares of the Trust represented by proxies
solicited hereby will be voted in respect thereof in accordance with the best
judgment of the proxy holders.
SHAREHOLDER PROPOSALS
If a Shareholder intends to present a proposal at the Annual Meeting of
Shareholders presently scheduled for April 1998 such proposal must be received
by the Trust on or before November 19,
8
<PAGE> 11
1997 in order to be considered for inclusion in the Trust's Proxy Statement and
form of proxy relating to that meeting.
REVOCATION OF PROXIES
A proxy may be revoked at any time before a vote is taken or the authority
granted otherwise is exercised. Revocation may be accomplished by the execution
of a later proxy in respect of the same shares or by giving notice in writing or
in open meeting.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Trust. The Trust does
not expect to pay for the solicitation of proxies, but may pay brokers,
nominees, fiduciaries and custodians their reasonable expenses for sending proxy
materials to principals and obtaining their instructions. In addition to
solicitation by mail, proxies may be solicited in person, by telephone or
telegraph or by officers, Trustees and regular employees of the Trust.
By order of the Board of Trustees
Daniel G. Berick
Secretary
March 19, 1997
9
<PAGE> 12
PLEASE
SIGN AND
RETURN
THIS
PROXY
WHETHER
OR NOT
YOU EXPECT
TO ATTEND
THE
MEETING
------
YOU MAY
NEVERTHELESS
VOTE IN
PERSON IF
YOU ATTEND
PROXY
THE TOWN AND COUNTRY TRUST
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES
The undersigned hereby appoints ALFRED LERNER, HARVEY SCHULWEIS and
JAMES H. BERICK and each of them as Proxies, each with the full power to appoint
his substitute, and hereby authorizes them to represent and to vote, as
designated below, all the Common Shares of Beneficial Interest of The Town and
Country Trust held of record by the undersigned on February 28, 1997, at the
Annual Meeting of Shareholders to be held on May 1, 1997, and at any
adjournments thereof:
1. Election of five (5) Trustees for a term expiring at the 1998 Annual
Meeting of Shareholders.
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary below) to vote for all
nominees listed below
Alfred Lerner, Harvey Schulweis, James H. Berick, H. Grant Hathaway
and Milton A. Wolf
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
-----------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such
other business as properly may come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1.
(Continued, and to be signed on the other side)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Continued from other side)
Please sign exactly as name appears below. When shares are held by joint
________________________________________________________________________
tenants, both should sign.
__________________________
When signing as attorney,
as executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign
in full corporate name by
President or other
authorized officer. If a
partnership, please sign
in partnership name by
authorized person.
Dated: , 1997
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--------------------------
Signature
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Signature if held jointly
PLEASE MARK, SIGN, DATE
AND RETURN
THE PROXY CARD PROMPTLY
USING
THE ENCLOSED ENVELOPE
