<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 sec.240.14a-11(c) or sec.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:
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<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 The Center Club, 100 Light Street, Baltimore,
Maryland on Thursday, April 29, 1999 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 March 10, 1999 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 18, 1999
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 18, 1999
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
April 29, 1999 and any adjournments thereof.
Shareholders of record at the close of business on March 10, 1999 (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 15,767,148 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 7,883,575 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 18, 1999.
ELECTION OF TRUSTEES
At this Annual Meeting, five Trustees are to be elected for a term expiring
at the 2000 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 65 Chairman of the Board of the Trust
Harvey Schulweis 58 Chief Executive Officer and President of the Trust
James H. Berick 65 Chairman of Berick, Pearlman & Mills Co., L.P.A.,
attorneys
H. Grant Hathaway 71 Retired, formerly Vice Chairman, MNC Financial,
Inc., bank holding company
Milton A. Wolf 73 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 of the Trust since its
formation in May 1993. In addition, Mr. Lerner served as the Chief Executive
Officer of the Trust from May 1993 until October 1997. Since September 1998, Mr.
Lerner has been the Chairman of the Board of Cleveland Browns Football Company
LLC. Mr. Lerner also 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 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 Chief Executive Officer of the Trust since
October 1997 and the President of the Trust since its formation in May 1993. 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 was the President and Treasurer of Realty ReFund Trust, a real estate
investment trust, from 1990 through January 1998. Mr. Berick is a Director of
MBNA Corporation.
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 a
member 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 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 the 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.
The Compensation Committee is responsible for administering the Trust's
Amended and Restated 1993 Long Term Incentive Plan, the Trust's 1997 Long Term
Incentive Plan and for reviewing benefits and executive compensation, including
incentive compensation. While the Compensation Committee
2
<PAGE> 5
did not meet during the fiscal year, its members approved the benefits and
executive compensation paid in respect of such year.
The Board of Trustees held four meetings during the year ended December 31,
1998. 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 March 10, 1999. $300,000 of this indebtedness
bears interest at a rate comparable to the rate earned on the Trust's invested
funds. As of March 10, 1999, such rate was 4.43%. 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, 1998 in the amount of $405,224.
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. Future option
grants to non-employee Trustees may be made pursuant to either the 1993 Plan or
the 1997 Long Term Incentive Plan (the "1997 Plan"). The provisions of the 1997
Plan in respect of grants of options to non-employee Trustees are identical to
the provisions in respect thereof under the 1993 Plan. However, the 1997 Plan
provides that annual option grants to non-employee Trustees under the 1997 Plan
shall not duplicate any such grants under the 1993 Plan.
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 1998 compensation determinations were made by the members
of the Compensation Committee in respect of the executive officers of the Trust,
including Mr. Schulweis, 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 members of the Compensation Committee approved annual salaries and
bonuses for the Trust's executive officers in respect of fiscal 1998. For
purposes of comparison, the members of the Compensation Committee considered
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 1998 for executive
officers were approved by the members of the Compensation Committee based
primarily on the Trust's performance in 1998 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. Schulweis' salary and bonus (in the amounts set forth in the Summary
Compensation Table, below) were determined in accordance with the above
criteria.
To provide long-term incentives, the Compensation Committee may grant share
options and restricted and unrestricted share awards to officers and key
employees under either the 1993 Plan or the 1997 Plan. While no such share
options were granted in 1998, both the 1993 Plan and the 1997 Plan provide that
options, when granted, are granted at an option price equal to the fair market
value of the Trust's Common Shares on the date of grant. Options vest over a
period of three years beginning on the first anniversary of the date of grant
and expire ten years after the grant date. No restricted Common Shares were
awarded in 1998. However, under both the 1993 Plan and the 1997 Plan, when
restricted Common Shares are granted, the restrictions thereon 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.
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, 1998 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, 1998 $200,000 $ 0 $ 0 0 $ 0
Chairman of the Board 1997 $200,000 $ 0 $ 0 0 $ 0
1996 $200,000 $ 0 $ 0 0 $ 0
Harvey Schulweis, 1998 $200,000 $100,000 $ 0 0 $ 0
President, Chief Executive 1997 $200,000 $ 0 $ 756,250 40,000 $ 0
Officer 1996 $200,000 $ 0 $ 203,125 0 $ 0
Michael H. Rosen, 1998 $175,000 $ 95,000 $ 0 0 $96,160(2)
Executive Vice President 1997 $175,000 $ 75,000 $ 94,531 20,000 $96,250
1996 $175,000 $ 75,000 $ 0 0 $95,731
Jennifer C. Munch, 1998 $110,000 $ 50,000 $ 0 0 $33,971(2)
Vice President--Treasurer 1997 $110,000 $ 50,000 $ 32,141 10,000 $34,061
1996 $110,000 $ 40,000 $ 0 0 $33,542
Alan W. Lasker, 1998 $115,000 $ 35,000 $ 0 0 $ 7,524(2)
Vice President--Finance 1997 $110,000 $ 15,000 $ 272,250 15,000 $ 6,114
1996 $110,000 $ 10,000 $ 0 0 $ 5,667
</TABLE>
- ---------
(1) The total number of restricted shares and the aggregate market value thereof
at December 31, 1998 are as follows: Mr. Lerner held no restricted shares;
Messrs. Schulweis and Rosen each held 100,000 restricted shares having an
aggregate market value of $1,606,250; Mrs. Munch held 24,000 restricted
shares having an aggregate market value of $385,500; and Mr. Lasker held
18,000 restricted shares having an aggregate market value of $289,125.
Dividends accrue and are paid on the restricted shares. The aggregate market
value is based on the fair market value at December 31, 1998 of $16.0625 per
share.
(2) Amounts shown include the following: Trust or subsidiary contributions to
defined-contribution plan--$7,548 for each of Mr. Rosen and Mrs. Munch and
$6,948 for Mr. Lasker; Trust or subsidiary payments of term life insurance
premiums--$864 for Mr. Rosen, $522 for Mrs. Munch and $576 for Mr. Lasker;
and Trust or subsidiary payments of split-dollar life insurance
premiums--$87,748 for Mr. Rosen and $25,901 for Mrs. Munch.
STOCK OPTIONS
The following table contains information concerning the grant of stock
options during fiscal year 1998 to the named executive officers. In accordance
with the rules of the Securities and Exchange Commission, the table shows the
hypothetical gains or "option spreads" that would exist for the respective
options. The gains are based on assumed rates of annual compounded share price
appreciation of 5% or 10% from the date the options were granted over the full
option term of ten years. No gain to the optionees is possible without an
increase in share price which will benefit all Shareholders proportionately.
Regardless of the theoretical value of an option, its ultimate value will depend
on the market value of the Common Shares at a future date and that value will
depend on a variety of factors, including the overall condition of the stock
market and the Trust's results of operations and financial condition. There can
be no assurance that the values reflected in this table will be achieved.
5
<PAGE> 8
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 $0 113,333/26,667 $162,500/$25,000
Michael H. Rosen 0 $0 76,666/13,334 $113,124/$12,501
Jennifer C. Munch 0 $0 43,333/6,667 $63,125/$6,250
Alan W. Lasker 0 $0 15,000/10,000 $25,313/$9,375
</TABLE>
PERFORMANCE GRAPH
The following graph compares total Shareholder returns from December 31,
1993 through December 31, 1998 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 December
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>
TRUST S&P 500 NAREIT
----- ------- ------
<S> <C> <C> <C> <C>
December 31, 1993 100 100 100
December 31, 1994 76.87 101.31 103.17
December 31, 1995 78.83 139.23 118.92
December 31, 1996 99.28 171.19 160.86
December 31, 1997 132.1 228.32 193.45
December 31, 1998 129.72 293.57 159.59
</TABLE>
6
<PAGE> 9
RETIREMENT PLAN
An affiliate of the Trust, The TC Operating Limited Partnership, maintained
a non-contributory, defined-contribution plan established by its predecessor for
the benefit of employees. Effective June 30, 1998, such plan was terminated and
a contributory defined-contribution 401(k) benefit plan was implemented in lieu
thereof. Assets of the prior plan were transferred to the 401(k) plan and all
participants became fully vested in those assets. The 401(k) plan covers
substantially all employees who are twenty and one-half years old with six
months or more of service. Discretionary employer contributions may be made to
the 401(k) plan for each participant. Participants qualify for benefits upon
reaching the age of sixty-five and early retirees qualify provided they have
reached the age of fifty-five and 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, 1998, $7,548 was contributed to the plan
accounts of each of Mr. Rosen and Mrs. Munch and $6,948 was contributed to the
plan account of Mr. Lasker. Messrs. Lerner and Schulweis are not participants in
such plan.
OWNERSHIP OF COMMON SHARES OF BENEFICIAL INTEREST
The following table sets forth information as of March 10, 1999 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)(3) SHARES EQUIVALENTS(4) EQUIVALENTS/%(5)
---- -------------- ------ -------------- ----------------
<S> <C> <C> <C> <C>
Alfred Lerner
25875 Science Park Drive
Beachwood, Ohio 44122............ 1,000,000 6.3% 2,152,299 3,152,299/17.3%
Harvey Schulweis................... 323,333 2.1% 215,230 538,563/3.0%
James H. Berick.................... 19,900(6) * -- --
H. Grant Hathaway.................. 64,000 * -- --
Milton A. Wolf..................... 81,300(7) * -- --
Michael H. Rosen................... 176,666 1.1% -- --
Jennifer C. Munch.................. 76,285(8) * -- --
Alan W. Lasker..................... 34,000 * -- --
All Trustees and Executive Officers
as a Group (8 persons)........... 1,775,484 11.3%
</TABLE>
- ---------
* 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: 14,000 by each of James H. Berick, H. Grant Hathaway and Milton
A. Wolf; 100,000 by Mr. Schulweis; 70,000 by Mr. Rosen; 40,000 by Mrs.
Munch; 10,000 by Mr. Lasker; and 262,000 by all Trustees and executive
officers as a group.
(2) 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
1997 Plan: 13,333 by Mr. Schulweis, 6,666 by Mr. Rosen, 3,333 by Mrs.
Munch, 5,000 by Mr. Lasker, and 28,332 by all Trustees and executive
officers as a group.
(3) Includes the following number of restricted Common Shares awarded under the
1993 Plan: 100,000 for Mr. Schulweis, 100,000 for Mr. Rosen, 24,000 for
Mrs. Munch, 18,000 for Mr. Lasker, and 242,000 for all Trustees and
executive officers as a group.
7
<PAGE> 10
(4) 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 March 10, 1999, Messrs. Lerner and Schulweis owned
12.04% and 1.20% 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 12.04% limited partnership interest in the Operating Partnership
is the economic equivalent of 2,152,299 Common Shares of the Trust and Mr.
Schulweis' 1.20% 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.
(5) Percentage shown calculated based on conversion of all share equivalents
into Common Shares.
(6) Includes 1,200 shares held solely by Mr. Berick's wife, beneficial
ownership of which Mr. Berick disclaims.
(7) Includes 4,500 shares held solely by Dr. Wolf's wife and 1,300 shares held
solely by Dr. Wolf's wife as guardian for their adult child, beneficial
ownership of which Dr. Wolf disclaims.
(8) Includes 776 shares held solely by Mrs. Munch's husband, beneficial
ownership of which Mrs. Munch disclaims.
SELECTION OF ACCOUNTANTS
The Trustees have selected Ernst & Young LLP as independent accountants for
the Trust for the fiscal year ending December 31, 1999. Ernst & Young LLP were
the independent accountants for the Trust for the fiscal year ended December 31,
1998 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Trust's
officers and Trustees, and persons who own more than 10% of the Trust's Common
Shares, to file reports of ownership and changes in ownership of the Trust's
Common Shares with the Securities and Exchange Commission. Dr. Wolf, a Trustee
of the Trust, filed his statement of beneficial ownership on Form 4 reporting a
June 1998 transaction subsequent to the due date for such filing.
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 in accordance with Rule
14a-8 of the Securities and Exchange Commission at the Annual Meeting of
Shareholders presently scheduled for April 2000, such proposal must be received
by the Trust on or before November 27, 1999 in order to be considered for
inclusion in the Trust's Proxy Statement and form of proxy relating to that
meeting. If a Shareholder
8
<PAGE> 11
intends to present a proposal outside of the requirements of such Rule at such
Annual Meeting, such proposal must be received by the Trust on or before
February 10, 2000.
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 18, 1999
9
<PAGE> 12
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<S> <C>
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PLEASE PROXY
SIGN AND THE TOWN AND COUNTRY TRUST THIS PROXY IS SOLICITED ON BEHALF OF
RETURN THE BOARD OF TRUSTEES
THIS
PROXY The undersigned hereby appoints ALFRED LERNER, HARVEY SCHULWEIS
WHETHER and JAMES H. BERICK and each of them as Proxies, each with the full
OR NOT power to appoint his substitute, and hereby authorizes them to
YOU EXPECT represent and to vote, as designated below, all the Common Shares
TO ATTEND of Beneficial Interest of The Town and Country Trust held of record by
THE the undersigned on March 10, 1999, at the Annual Meeting of Shareholders
MEETING to be held on April 29, 1999, and at any adjournments thereof:
------- 1. Election of five (5) Trustees for a term expiring at the
2000 Annual Meeting of Shareholders.
YOU MAY
NEVERTHELESS FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
VOTE IN (except as marked to the contrary below) to vote for all nominees listed below
PERSON IF
YOU ATTEND 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.)
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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)
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(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: ____________________________, 1999
-----------------------------------------
Signature
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Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE
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