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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
COLONIAL PROPERTIES TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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Preliminary Copy
COLONIAL PROPERTIES TRUST
ENERGEN PLAZA
2101 6TH AVENUE NORTH, SUITE 750
BIRMINGHAM, ALABAMA 35203
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on October ___, 1997
You are cordially invited to attend a Special Meeting of Shareholders of
Colonial Properties Trust (the "Company") to be held on __________, October
___, 1997, at 10:30 a.m., central daylight savings time, in the auditorium on
the lobby (second) floor of the Energen Plaza, 2101 Sixth Avenue North,
Birmingham, Alabama 35203, to consider the following proposals:
1. To approve, for purposes of Section 234 of the Constitution of the
State of Alabama and Section 9.1 of Article IX of the Company's
Declaration of Trust, proposed amendments to the Company's Declaration
of Trust to (i) increase the number of authorized shares from
50,000,000 to 75,000,000, consisting of 65,000,000 common shares of
beneficial interest, par value $.01 per share, and 10,000,000
preferred shares of beneficial interest, and (ii) clarify certain
shareholder approval requirements applicable to the issuance of
preferred shares;
2. To approve, for purposes of Section 237 of the Constitution of the
State of Alabama, the Company's issuance of preferred shares from time
to time on terms to be determined by the Board of Trustees prior to
each issuance;
3. To approve, for purposes of Section 234 of the Constitution of the
State of Alabama, the Company's issuance of up to $250,000,000 of
bonded indebtedness from time to time on terms to be determined by the
Board of Trustees prior to each issuance.
4. To transact such other business as may properly come before such
meeting or any adjournments thereof.
Only shareholders of record at the close of business on September __, 1997
will be entitled to vote at the meeting or any adjournments thereof.
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING IN PERSON, PLEASE SIGN AND
DATE THE ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF TRUSTEES, AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF TRUSTEES
Douglas B. Nunnelley
Secretary
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Preliminary Copy
COLONIAL PROPERTIES TRUST
ENERGEN PLAZA
2101 6TH AVENUE NORTH, SUITE 750
BIRMINGHAM, ALABAMA 35203
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PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
To be held on October ___, 1997
This Proxy Statement is being furnished to the shareholders of Colonial
Properties Trust (the "Company"), an Alabama real estate investment trust, in
connection with the solicitation of proxies for use at a Special Meeting of
Shareholders (the "Special Meeting") of the Company to be held on _____________,
October ___, 1997, at 10:30 a.m., central daylight savings time, for the
purposes set forth in the Notice of Special Meeting. This solicitation of
proxies is made on behalf of the board of trustees of the Company (the "Board of
Trustees").
At the Special Meeting, and at any adjournments thereof, holders of the
Company's common shares of beneficial interest, par value $.01 per share (the
"Common Shares"), will be asked (i) to approve, for purposes of Section 234 of
the Constitution of the State of Alabama (the "Alabama Constitution") and
Section 9.1 of Article IX of the Company's Declaration of Trust, proposed
amendments to the Company's Declaration of Trust to increase the number of
authorized shares of the Company from 50,000,000 (which the Declaration of Trust
does not currently divide into classes) to 75,000,000, consisting of 65,000,000
Common Shares and 10,000,000 preferred shares of beneficial interest ("Preferred
Shares"), and to clarify certain shareholder approval requirements applicable to
the issuance of Preferred Shares, (ii) to approve, for purposes of Section 237
of the Alabama Constitution, the Company's issuance of Preferred Shares from
time to time on terms to be determined by the Board of Trustees prior to each
such issuance and (iii) to approve, for purposes of Section 234 of the Alabama
Constitution, the Company's issuance of up to $250,000,000 of bonded
indebtedness from time to time on terms to be determined by the Board of
Trustees prior to each such issuance. The Board of Trustees recommends that
shareholders vote FOR approval of all three of the proposals.
The cost of preparing, assembling, and mailing the proxy material will be
borne by the Company. The Company will also request persons, firms and
corporations holding shares in their names or in the names of their nominees,
which shares are beneficially owned by others, to send the proxy material to,
and to obtain proxies from, such beneficial owners and will reimburse such
holders for their reasonable expenses in doing so. In addition, the Company has
retained ____________________ to assist in the solicitation of proxies for a fee
of $______ plus reimbursement of expenses.
This Proxy Statement and the proxy card are first being mailed to
shareholders on or about September __, 1997. The executive offices of the
Company are located at Energen Plaza, 2101 6th Avenue North, Suite 750,
Birmingham, Alabama 35203.
IN DETERMINING WHETHER TO APPROVE THE PROPOSALS DESCRIBED IN THIS PROXY
STATEMENT, SHAREHOLDERS SHOULD
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CAREFULLY CONSIDER ALL OF THE INFORMATION INCLUDED OR INCORPORATED BY REFERENCE
HEREIN.
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VOTING REQUIREMENTS AND PROCEDURES
Holders of record of Common Shares as of the close of business on the
record date, September __, 1997, are entitled to receive notice of, and to vote
at, the Special Meeting. The Common Shares constitute the only class of
securities entitled to vote at the Special Meeting, and each Common Share
entitles the holder thereof to one vote. At the close of business on
September __, 1997, there were ________ Common Shares issued and outstanding.
Shares represented by proxies in the form enclosed, if such proxies are
properly executed and returned and not revoked, will be voted as specified.
Where no specification is made on a properly executed and returned form of
proxy, the shares will be voted FOR the proposed amendments to the Company's
Declaration of Trust, FOR the proposal to authorize the issuance of Preferred
Shares from time to time on terms to be determined by the Board of Trustees, and
FOR the proposal to authorize the Company's issuance of up to $250,000,000 of
bonded indebtedness from time to time on terms to be determined by the Board of
Trustees. The Company knows of no business other than that set forth above to
be transacted at the Special Meeting. If other matters requiring a vote do
arise, the persons named in the proxy will vote in accordance with their
judgment on such matters. If the Special Meeting is adjourned for any reason,
all proxies will be voted at any subsequent reconvening of the Special Meeting
in the same manner as such proxies would have been voted at the original
convening of the Special Meeting (except for any proxies that have theretofore
been revoked or withdrawn).
The presence, in person or by proxy, of shareholders entitled to cast a
majority of the votes entitled to be cast at the Special Meeting will constitute
a quorum. Shares represented by proxies that reflect abstentions or broker
non-votes (i.e., votes not cast by a broker or other record holder in "street"
or nominee name because such record holder does not have discretionary authority
to vote on the matter) will be counted as shares that are present, or
represented, and entitled to vote for purposes of determining the presence of a
quorum at the Special Meeting.
The affirmative vote of a majority of the outstanding Common Shares
entitled to vote thereon is required to approve the proposed amendments to the
Declaration of Trust (Proposal 1), the affirmative vote of two-thirds of the
outstanding Common Shares entitled to vote thereon is required to authorize the
Company's issuance of Preferred Shares from time to time on terms to be
determined by the Board of Trustees prior to each such issuance (Proposal 2) and
the affirmative vote of a majority of the outstanding Common Shares entitled to
vote thereon is required to authorize the Company's issuance of up to
$250,000,000 of bonded indebtedness from time to time on terms to be determined
by the Board of Trustees prior to each such issuance (Proposal 3). Accordingly,
for purposes of determining whether the proposals have obtained the required
approval, abstentions and broker non-votes will have the same effect as votes
against the proposals.
The presence of a shareholder at the Special Meeting will not automatically
revoke such shareholder's proxy. However, a shareholder giving a proxy in the
form accompanying this Proxy Statement has the power to revoke the proxy prior
to its exercise by (i) filing prior to the Special Meeting a written notice of
revocation bearing a later date with the Secretary of the Company, (ii)
delivering to the Company a duly executed proxy bearing a later date, or (iii)
attending the Special Meeting and voting in person.
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PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES
(Proposal 1)
The Board of Trustees has approved, subject to approval by the Company's
shareholders, amendments to the Declaration of Trust for the purpose of (i)
increasing the number of authorized shares of the Company from 50,000,000 to
75,000,000, consisting of 65,000,000 Common Shares and 10,000,000 Preferred
Shares, and (ii) clarifying that any issuance of Preferred Shares authorized by
the Board of Trustees must comply with any applicable shareholder approval
requirements imposed by the Alabama Constitution. (Proposal 2 and Proposal 3 in
this Proxy Statement are being submitted to shareholders for the purpose of
complying with certain provisions of the Alabama Constitution.) The text of the
proposed amendments to the Declaration of Trust is set forth below.
Text of Proposed Amendments
The Declaration of Trust is hereby amended by deleting Sections 6.1 and 6.3
of Article VI thereof in their entirety and inserting in lieu thereof the
following new Sections 6.1 and 6.3. (Language proposed to be added or
substituted has been underlined.)
SECTION 6.1 Authorized Shares. The beneficial interest in the Trust
shall be divided into Shares. The total number of Shares which the Trust
is authorized to issue is SEVENTY-FIVE MILLION (75,000,000), CONSISTING OF
SIXTY-FIVE MILLION (65,000,000) COMMON SHARES AND TEN MILLION (10,000,000)
PREFERRED SHARES. THE TRUST ALSO IS AUTHORIZED TO ISSUE EXCESS SHARES,
WHICH SHALL CONSTITUTE A SEPARATE CLASS OF SHARES OF THE TRUST, IN SUCH
NUMBER AS IS NECESSARY TO PERMIT THE CONVERSION OF OUTSTANDING SHARES INTO
EXCESS SHARES IN ACCORDANCE WITH SECTION 6.7(d) HEREOF. ANY EXCESS SHARES
ISSUED WITH RESPECT TO AN OUTSTANDING CLASS OR SERIES OF COMMON SHARES OR
PREFERRED SHARES SHALL CONSTITUTE A SEPARATE SERIES OF EXCESS SHARES, WITH
THE NUMBER OF PERMITTED SERIES OF EXCESS SHARES EQUALING THE AGGREGATE
NUMBER OF CLASSES AND SERIES OF COMMON SHARES AND PREFERRED SHARES OF THE
TRUST AT ANY TIME OUTSTANDING. ANY ISSUANCE OF EXCESS SHARES SHALL, FOR SO
LONG AS SUCH EXCESS SHARES ARE OUTSTANDING, REDUCE THE NUMBER OF AUTHORIZED
SHARES OF THE CLASS OR SERIES SO CONVERTED INTO EXCESS SHARES BY THE NUMBER
OF EXCESS SHARES SO ISSUED. Shares may be issued for such consideration as
the Trustees determine or, if issued as a result of a Share dividend or
Share split, without any consideration, in which case all Shares so issued
shall be fully paid and nonassessable.
SECTION 6.3. Preferred Shares. SUBJECT TO ANY SHAREHOLDER APPROVAL
REQUIRED BY THE CONSTITUTION OF THE STATE OF ALABAMA, the Trustees are
hereby expressly granted the authority to authorize from time to time the
issuance of one or more series of preferred Shares ("Preferred Shares") and
with respect to any such series to fix the numbers, designations,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms or conditions of
redemption of such series. SUBJECT TO ANY SHAREHOLDER APPROVAL REQUIRED BY
THE CONSTITUTION OF THE STATE OF ALABAMA, the Trustees may classify or
reclassify any unissued Preferred Shares by setting or changing the number,
designation, preferences, conversion or other rights, voting powers,
restrictions, limitation as to dividends, qualification or terms or
conditions of redemption of any such Preferred Shares and in such event,
the Trust shall file for record with the judge of probate in the county in
which its principal place of business is located articles supplementary in
substance and form as prescribed by the Act, including Section 7(b)
thereof.
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The Declaration of Trust is hereby further amended by deleting Section
3.2(e) of Article III thereof in its entirety and inserting in lieu thereof the
following new Section 3.2(e). (Language proposed to be added has been
underlined.)
(e) Issuance of Securities. Subject to the provisions of Article VI
hereof, to create and authorize and direct the issuance (on either a pro
rata or a non-pro rata basis) by the Trust, in shares, units or amounts of
one or more types, series or classes, of Securities of the Trust, which may
have such voting rights, dividend or interest rates, preferences,
subordinations, conversion or redemption prices or rights, maturity dates,
distribution, exchange, or liquidation rights or other rights as the
Trustees may determine, without vote of or other action by the Shareholders
EXCEPT AS MAY BE REQUIRED BY THE CONSTITUTION OF THE STATE OF ALABAMA, to
such Persons for such consideration, at such time or times and in such
manner and on such terms as the Trustees determine; to list any of the
Securities of the Trust on any securities exchange; and to purchase or
otherwise acquire, hold, cancel, reissue, sell and transfer any Securities
of the Trust.
Reasons for and Possible Effects of Amendments to Section 6.1
Section 6.1 of the Declaration of Trust, as presently in effect, provides
that the number of shares of all classes that the Company has the authority to
issue is 50,000,000. The Declaration of Trust does not divide the authorized
shares into Common Shares and Preferred Shares, but instead provides that the
Board of Trustees may designate the classes or types of shares (aggregating up
to a maximum of 50,000,000 shares) which may be issued by the Company. The
Declaration of Trust expressly provides that the Board of Trustees has the
authority to authorize the issuance of Common Shares and Preferred Shares, and
further provides that any such shares acquired by any person in violation of
certain "ownership limits" set forth in the Declaration of Trust will be
converted into and exchanged for a class of securities denominated "Excess
Shares."
The proposed amendments to Section 6.1 of the Declaration of Trust will
both increase the number of shares the Company is authorized to issue and
specify the number of such shares that may be issued as Common Shares and
Preferred Shares, respectively. The proposed amendment does not specify a
number of authorized Excess Shares, but instead provides that Excess Shares may
be issued in such number as is necessary to permit the conversion of outstanding
Common Shares or Preferred Shares into Excess Shares in accordance with
applicable provisions of the Declaration of Trust. The issuance of Excess
Shares would, for so long as such Excess Shares remained outstanding, reduce the
number of authorized shares of the class or series that was converted into
Excess Shares by the number of Excess Shares so issued.
The proposed amendments will have the effect of increasing the number of
Common Shares authorized for issuance, since the Declaration of Trust currently
authorizes the issuance of 50,000,000 shares of all classes (all of which may
be issued as Common Shares), and the proposed amendments would increase the
number of authorized Common Shares to 65,000,000. The proposed amendments will
not increase the number of Preferred Shares authorized for issuance, since all
50,000,000 shares currently authorized for issuance may be issued as Preferred
Shares (except to the extent that shares have already been issued as shares of a
different class), while the proposed amendments would limit the number of
authorized Preferred Shares to 10,000,000.
The Board of Trustees believes that the proposed increase in the number of
authorized shares is consistent with the authorized capitalization of many other
real estate
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investment trusts and other publicly traded companies and is desirable to
enhance the Company's flexibility in connection with possible future
transactions, such as in connection with employee benefit plans, stock
dividends, financings, acquisitions of property by Colonial Realty Limited
Partnership (the "Operating Partnership"), of which the Company's wholly owned
subsidiary is the general partner and majority limited partner, redemptions of
units of limited partnership interest in the Operating Partnership ("Units"),
and other general business purposes. The Operating Partnership regularly
acquires properties for which it pays all or part of the purchase price by
issuing Units, and each Unit is redeemable by its holder for cash equal to the
value of a Common Share or, at the Company's election, a Common Share. For the
Operating Partnership to maintain the flexibility to issue additional Units in
connection with property acquisitions and other transactions, and for the
Company to be able to issue Common Shares upon the redemption of outstanding
Units, the Company must have a sufficient number of authorized Common Shares.
Currently, the Company has [20,920,221] Common Shares outstanding, and has
reserved [9,132,768] Common Shares for possible issuance upon redemption of
outstanding Units. The Company has no Preferred Shares or Excess Shares
outstanding.
Section 234 of the Alabama Constitution imposes certain limitations on the
ability of a corporation organized under Alabama law to increase the number of
authorized shares of the corporation without shareholder approval. The Company
is organized as a real estate investment trust under the provisions of the
Alabama Real Estate Investment Trust Act and does not believe that it is subject
to the provisions of the Alabama Constitution governing corporations organized
under Alabama law. The Board of Trustees, however, deems it advisable to obtain
shareholder approval of an increase in the number of authorized shares of the
Company as proposed herein pursuant to the requirements of the Alabama Real
Estate Investment Trust Act and for purposes of complying with Section 234 of
the Alabama Constitution.
Having additional authorized Common Shares available for future issuance
will give the Company greater flexibility by allowing the additional Common
Shares to be issued without the expense and delay of holding a special meeting
of shareholders to increase the number of authorized Common Shares at the time
of such issuance. If Proposal 2 in this Proxy Statement is approved by the
Company's shareholders, the Preferred Shares authorized by the proposed
amendments to Section 6.1 also will be available for issuance without the
expense and delay of holding a special meeting of shareholders. Elimination of
the delay occasioned by the necessity of obtaining shareholder approval will
better enable the Company to engage in financing transactions, acquisitions and
other transactions which take full advantage of changing market conditions. The
Board of Trustees also believes that specifying the number of authorized shares
that may be issued as Common Shares and Preferred Shares, respectively, is
consistent with the practice of most other publicly traded companies and will
provide greater certainty to shareholders and to prospective shareholders
regarding the Company's capital structure.
The proposed amendments to Section 6.1 will increase the number of shares
authorized for issuance by the Company but will have no effect upon the terms of
the Common Shares or the rights of the holders of such shares. If and when
issued, the additional authorized Common Shares will have the same rights and
privileges as the Common Shares presently outstanding. The current holders of
Common Shares would not have preemptive rights to purchase any of the additional
authorized Common Shares (or Preferred Shares).
For further discussion of the possible effects of approval of Proposal 1,
see "Possible Anti-Takeover Effect of Proposals 1 and 2" below.
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Reasons for Amendments to Section 3.2(e) and Section 6.3
The proposed amendments to Section 3.2(e) of Article III and Section 6.3 of
Article VI of the Declaration of Trust merely clarify that any issuance of
Preferred Shares designated or authorized for issuance by the Board of Trustees
must, if and to the extent necessary to comply with applicable provisions of the
Alabama Constitution, be approved by the Company's shareholders. Because the
Company and the Board of Trustees must comply with applicable provisions of the
Alabama Constitution in all events, the proposed amendment to Section 3.2(e) and
Section 6.3 will not effect a substantive change in the Declaration of Trust.
Current Plans or Arrangements
The Company is not presently engaged in any negotiations concerning the
issuance of any Common Shares, and there are no present arrangements,
understandings or plans concerning the issuance of such shares apart from those
described in this Proxy Statement. While there are no present arrangements or
understandings concerning the issuance of Preferred Shares, the Board of
Trustees believes that current market conditions, as well as the Company's
current capital structure, may make it desirable for the Company to issue
Preferred Shares in the future. Accordingly, if Proposal 2 in this Proxy
Statement is approved by shareholders and market conditions remain favorable, it
is anticipated that the Board of Trustees will explore the possibility of
engaging in a public offering of Preferred Shares on terms to be determined at
the time of such offering.
Required Vote
The affirmative vote of a majority of the outstanding Common Shares is
required to approve the proposed amendments to the Company's Declaration of
Trust. The Board of Trustees recommends a vote FOR Proposal 1.
PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES
TO AUTHORIZE ISSUANCES OF PREFERRED SHARES
(Proposal 2)
The Declaration of Trust currently authorizes (and if amended in accordance
with Proposal 1 in this Proxy Statement will continue to authorize) the Board of
Trustees to authorize from time to time the issuance of one or more series of
Preferred Shares and to establish the terms of any such Preferred Shares.
Section 237 of the Alabama Constitution imposes certain limitations on the
ability of a corporation organized under Alabama law to issue preferred stock
without the consent of the owners of two-thirds of the outstanding stock of the
corporation. The Company is organized as a real estate investment trust under
the provisions of the Alabama Real Estate Investment Trust Act and does not
believe that it is subject to the provisions of the Alabama Constitution
governing corporations organized under Alabama law. The Board of Trustees deems
it advisable, however, to obtain shareholder approval, in accordance with and
for the purpose of complying with Section 237 of the Alabama Constitution, of
its authority to authorize the issuance of up to 10,000,000 Preferred Shares and
to establish the terms, designations, preferences, limitations and relative
rights thereof, subject to the limitations described herein. If the Company's
shareholders approve this proposal, the Board of Trustees will have the
authority to authorize from time to time the issuance by the Company of
Preferred Shares in one or more series, with such designations, preferences,
limitations, relative rights and other terms as the Board of Trustees may
determine in accordance with the Declaration of Trust and the
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Alabama Real Estate Investment Trust Act, without further action by or on
the part of the Company's shareholders, subject to the limitations described
herein.
If shareholders approve Proposal 1 in this Proxy Statement, approval of
Proposal 2 will permit the Board of Trustees to authorize the issuance from time
to time of up to an aggregate of 10,000,000 Preferred Shares. If shareholders
do not approve Proposal 1, approval of Proposal 2 will permit the Board of
Trustees to authorize the issuance from time to time of up to an aggregate of
50,000,000 Preferred Shares, less the number of Common Shares, Preferred Shares
and Excess Shares then outstanding or reserved for issuance.
Scope of the Proposal
Approval of Proposal 2 will permit the Board of Trustees to authorize from
time to time, without further shareholder approval, the issuance by the Company
of Preferred Shares and to fix by resolution the following designations,
preferences, limitations, relative rights and other terms of the Preferred
Shares: (i) the stated value of the Preferred Shares; (ii) the number of
Preferred Shares issuable, the liquidation preference per share and the offering
price per share; (iii) the dividend rate(s), period(s) and/or payment date(s) or
method(s) of calculation thereof applicable to the Preferred Shares; (iv) the
date from which dividends on the Preferred Shares will accumulate, if
applicable; (v) the procedures for any auction and remarketing, if any, of the
Preferred Shares; (vi) the provision for a sinking fund, if any, for the
Preferred Shares; (vii) the provision for redemption, if any, of the Preferred
Shares; (viii) the terms and conditions upon which the Preferred Shares may be
convertible into Common Shares, including the conversion price (or manner of
calculation thereof); (ix) the relative ranking and preferences of the Preferred
Shares as to dividend rights and rights upon liquidation, dissolution or winding
up of the affairs of the Company; (x) any limitations on issuance of any series
of Preferred Shares ranking senior to or on a parity with other Preferred Shares
as to dividend rights and rights upon liquidation, dissolution or winding up of
the affairs of the Company; (xi) any limitations on direct or indirect
beneficial ownership of Preferred Shares and restrictions on transfer thereof,
in each case as may be appropriate to preserve the status of the Company as a
real estate investment trust; (xii) voting rights; and (xiii) any and all other
specific terms, preferences, rights, limitations or restrictions.
Notwithstanding the authority of the Board of Trustees to establish the
voting rights of any Preferred Shares issued by the Company, the Board of
Trustees will not, without further shareholder approval, be authorized to issue
any Preferred Shares that have more than one vote per share (or, in the case of
Preferred Shares that are convertible into Common Shares, the equivalent of one
vote per Common Share into which such Preferred Shares are convertible). In
addition (and without limiting the voting rights described in the preceding
sentence), the Board of Trustees will not, without further shareholder approval
or except as may be required by law or the rules of the New York Stock Exchange
or any stock exchange or other securities market on which any of the Company's
shares are listed or traded), have the authority to accord the holders of one or
more series of Preferred Shares the right to vote as a separate class or series
(i) in the election of one or more members of the Board of Trustees, other than
during such time as the Company may be in arrears in the payment of dividends on
such Preferred Shares or otherwise in default in its obligations to such
holders, (ii) on any proposed amendment to the Declaration of Trust or By-laws
of the Company, except any amendment that would affect the rights, preferences
or voting power of the holders of such Preferred Shares, (iii) on any proposed
consolidation or merger of the Company with another entity, unless such
Preferred Shares will neither remain outstanding after such consolidation or
merger nor be converted into or exchanged for preferred stock of the surviving
entity having preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption identical to those of such Preferred Shares, or (iv) on
any proposal to authorize,
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reclassify, create or increase the authorized amount of any shares of any
class, or any security convertible into shares of any class, unless such
shares or securities would have rights senior to such Preferred Shares with
respect to the payment of dividends or amounts upon liquidation, dissolution
or winding up of the Company.
Reasons for and Possible Effects of the Proposal
The Board of Trustees believes that approval of Proposal 2 is desirable
to enhance the Company's flexibility in raising additional capital. The
Company currently has registered for issuance pursuant to an effective shelf
registration statement on Form S-3 (the "Shelf Registration") $152,593,750 of
securities of the Company, which securities may be issued as Common Shares,
Preferred Shares, Common Share warrants, indebtedness of the Company, or a
combination thereof. The Company may, if market conditions permit, offer and
sell Preferred Shares pursuant to the Shelf Registration in a matter of only
a few days. To take advantage of its ability to issue Preferred Shares in
this manner, the Board of Trustees must be able to establish the terms of the
Preferred Shares, particularly the dividend rate and the offering price,
without seeking further shareholder approval. Accordingly, approval of
Proposal 2 is necessary to permit the Company to access an important segment
of the capital markets, one that already is available to most if not all
publicly traded real estate investment trusts organized outside the State of
Alabama. For further discussion of the possible effects of approval of
Proposal 2, see "Possible Anti-Takeover Effect of Proposals 1 and 2" below.
Current Plans or Arrangements
The Company currently has no arrangements or understandings concerning the
issuance of Preferred Shares. The Board of Trustees believes, however, that
current market conditions, as well as the Company's current capital structure,
may make it desirable for the Company to issue Preferred Shares in the future.
Accordingly, if Proposal 2 is approved and market conditions remain favorable,
it is anticipated that the Board of Trustees will explore the possibility of
engaging in a public offering of Preferred Shares on terms to be determined by
the Board of Trustees at the time of such offering.
Required Vote
The affirmative vote of two-thirds of the outstanding Common Shares is
required to approve the authorization of the Board of Trustees to authorize the
issuance by the Company of Preferred Shares. The Board of Trustees recommends a
vote FOR Proposal 2.
POSSIBLE ANTI-TAKEOVER EFFECT OF PROPOSALS 1 AND 2
Neither Proposal 1 nor Proposal 2 is designed to have an anti-takeover
effect. The Company is unaware of any effort by any person to accumulate Common
Shares for the purpose of obtaining control of the Company, and, accordingly,
neither proposal is the result of such an effort if one exists. If either
proposal is approved, however, the Board of Trustees could issue Common Shares
(if Proposal 1 is approved) or Preferred Shares (if Proposal 2 is approved) in a
public or private transaction to purchasers who may side with the Board of
Trustees in opposing an attempt to obtain control of the Company by means of a
merger, tender offer, proxy contest or other means.
Approval of the proposed increase in authorized shares (Proposal 1), or
approval of the Board of Trustees' authority to issue Preferred Shares without
further shareholder
-9-
<PAGE>
approval (Proposal 2), could have the effect of discouraging an attempt by any
person or entity, through the acquisition of a substantial number of Common
Shares or Preferred Shares, to acquire control of the Company with a view to
imposing a merger, sale of all or any part of the Company's assets, or a similar
transaction, since the issuance of Common Shares or Preferred Shares could be
used to dilute the share ownership or voting power of a takeover bidder. To the
extent that potential takeovers are thereby discouraged, shareholders may not
have the opportunity to dispose of all or a part of their shares at a price that
may be higher than that prevailing in the market. It also is possible, however,
that the threat of an issuance of Common Shares or Preferred Shares may have the
effect of causing a potential acquiror to increase the price offered to
shareholders in a tender or exchange offer.
PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES
TO AUTHORIZE ISSUANCES OF BONDED INDEBTEDNESS
(Proposal 3)
The Board of Trustees also deems it advisable to obtain shareholder
approval of the Company's issuance of bonded indebtedness from to time on terms
to be determined by the Board of Trustees prior to each such issuance. Neither
the Company's Declaration of Trust nor the Alabama Real Estate Investment Trust
Act requires shareholder approval of a real estate investment trust's issuance
of bonded indebtedness. Section 234 of the Alabama Constitution, however,
provides that no corporation organized under the laws of the State of Alabama
may issue "bonded indebtedness" without the consent of the holders of a majority
in value of the corporation's outstanding stock. While such a requirement is
not unique to the State of Alabama, it does result in the board of directors of
an Alabama corporation having less flexibility than that enjoyed by the boards
of directors of corporations organized in states such as Delaware, which allow
boards of directors to authorize the incurrence of debt without prior
shareholder approval. One method of providing greater flexibility to the
directors of an Alabama corporation (or the trustees of an Alabama real estate
investment trust) is to have the shareholders authorize a substantial amount of
bonded indebtedness.
The Company is organized as a real estate investment trust under the
provisions of the Alabama Real Estate Investment Trust Act and does not believe
that it is subject to the provisions of the Alabama Constitution governing
corporations organized under Alabama law. The Board of Trustees, however, deems
it advisable to obtain shareholder approval, in accordance with and for the
purpose of complying with Section 234 of the Alabama Constitution, of the
Company's issuance of bonded indebtedness of up to $250,000,000 aggregate
principal amount and to establish the terms of such bonded indebtedness. For
purposes of this proposal, "bonded indebtedness" means any form of indebtedness
or other obligation that constitutes bonded indebtedness within the meaning of
Section 234 of the Alabama Constitution.
If the Company's shareholders approve this proposal, the Board of Trustees
will have the authority to authorize from time to time the issuance by the
Company of up to $250,000,000 principal amount of bonded indebtedness in one or
more series, on such terms as the Board of Trustees may determine, without
further action by or on the part of the Company's shareholders.
Scope of the Proposal
Approval of Proposal 3 will permit the Board of Trustees to authorize from
time to time, without further shareholder approval, the issuance or incurrence
by the Company of up to $250,000,000 in principal amount of bonded indebtedness,
and to fix by resolution the following terms and conditions of any bonded
indebtedness so issued:
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<PAGE>
(i) The title of such bonded indebtedness and whether such bonded
indebtedness will be senior or subordinated to other indebtedness of
the Company;
(ii) The aggregate principal amount of such bonded indebtedness and any
limit on such aggregate principal amount;
(iii) The percentage of the principal at which such bonded indebtedness will
be issued and, if other than the principal amount thereof, the portion
of the principal amount thereof payable upon declaration of
acceleration of the maturity thereof;
(iv) If convertible in whole or in part into Common Shares or Preferred
Shares, the terms on which such bonded indebtedness will be
convertible, including the initial conversion price or rate (or method
for determining the same), the portion that will be convertible and
the conversion period, and any applicable limitations on the ownership
or transferability of the Common Shares or Preferred Shares receivable
on conversion;
(v) The date or dates, or the method for determining such date or dates,
on which the principal of such bonded indebtedness will be payable;
(vi) The rate or rates (which may be fixed or variable), or the method by
which such rate or rates shall be determined, at which such bonded
indebtedness will bear interest, if any;
(vii) The date or dates, or the method for determining such date or dates,
from which any such interest will accrue, the dates on which any such
interest will be payable, the regular record dates for such interest
payment dates, or the method by which such dates shall be determined,
the persons to whom such interest shall be payable, and the basis upon
which interest shall be calculated if other than that of a 360-day
year of twelve 30-day months;
(viii) The place or places where the principal of (and premium, if any) and
interest, if any, on such bonded indebtedness will be payable, where
such bonded indebtedness may be surrendered for conversion or
registration of transfer or exchange and where notices or demands to
or upon the Company in respect of such bonded indebtedness may be
served;
(ix) The period or periods within which, the price or prices at which and
the other terms and conditions upon which such bonded indebtedness may
be redeemed, in whole or in part, at the option of the Company, if the
Company is to have such an option:
(x) The obligation, if any, of the Company to redeem, repay or purchase
such bonded indebtedness pursuant to any sinking fund or analogous
provisions or at the option of a holder thereof, and the period or
periods within which or the date and dates on which, the price or
prices at which and the other terms and conditions upon which such
bonded indebtedness will be redeemed, repaid or purchased, in whole
or in part, pursuant to such obligation;
(xi) The currency or currencies in which such bonded indebtedness will be
denominated and payable, which may be a foreign currency or units of
two or more foreign currencies or a composite currency or currencies,
and the terms and conditions relating thereto;
-11-
<PAGE>
(xii) Whether the amount of payments of principal of (and premium, if any)
or interest, if any, on such bonded indebtedness may be determined
with reference to an index, formula or other method (which index,
formula or method may, but need not be, based on a currency,
currencies, unit or units or composite currency or currencies) and the
manner in which such amounts shall be determined;
(xiii) The terms of such bonded indebtedness with respect to events of
default or covenants to be set forth in the applicable indenture;
(xiv) Whether such bonded indebtedness will be issued in certificate or
book-entry form;
(xv) Whether such bonded indebtedness will be in registered or bearer form
and the denominations thereof;
(xvi) Whether and under what circumstances the Company will pay any
additional amounts on such bonded indebtedness in respect of any tax,
assessment or governmental charge and, if so, whether the Company will
have the option to redeem such bonded indebtedness in lieu of making
such payment; and
(xvii) Any and all other terms of such bonded indebtedness.
Reasons for and Possible Effects of the Proposal
The Board of Trustees believes that approval of Proposal 3 is desirable to
enhance the Company's flexibility in raising additional capital. The Board of
Trustees may from time to time, depending upon market conditions and other
factors, determine that the issuance by the Company of bonded indebtedness in
public offerings, private placements, acquisitions or other transactions will
best accomplish the Company objectives for raising additional capital or
acquiring assets on favorable terms. To be able to respond promptly to the
Company's business needs and market forces, the Board of Trustees must be able
to establish the terms of bonded indebtedness, particularly the interest rate
and maturity, without seeking further shareholder approval.
The Company currently has registered for issuance under the Shelf
Registration $152,593,750 of securities of the Company, which securities may be
issued as Common Shares, Preferred Shares, Common Share warrants, indebtedness
of the Company (which may, for purposes of the Alabama Constitution, constitute
"bonded indebtedness") or a combination thereof. Upon approval of Proposal 3,
the Company will be authorized to issue bonded indebtedness (up to the
registered amount) pursuant to the Shelf Registration. The amount of any bonded
indebtedness actually issued pursuant to the Shelf Registration or otherwise,
and the timing of any such issuance, will be determined by the Board of Trustees
in its discretion.
Current Plans or Arrangements
The Company currently has no arrangements, understandings or plans
concerning the issuance of bonded indebtedness.
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<PAGE>
Required Vote
The affirmative vote of a majority of the outstanding Common Shares is
required to authorize the issuance by the Company from time to time of up to
$250,000,000 in principal amount of bonded indebtedness. The Board of Trustees
recommends a vote FOR Proposal 3.
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<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information regarding the beneficial
ownership of Common Shares as of July 31, 1997 for (1) each person known by the
Company to be the beneficial owner of more than five percent of the Company's
outstanding Common Shares, (2) each trustee of the Company and each of the chief
executive officer and the four other most highly compensated executive officers
of the Company based on 1996 compensation, and (3) the trustees and executive
officers of the Company as a group. Each person named in the table has sole
voting and investment power with respect to all shares shown as beneficially
owned by such person, except as otherwise set forth in the notes to the table.
References in the table to "Units" are to units of limited partnership interest
in the Operating Partnership. Units owned by a person named in the table are
included in the "Number of Common Shares" column because such Units are
redeemable, at the option of the holder, for cash equal to the value of an equal
number of Common Shares or, at the election of the Company, for an equal number
of Common Shares. Because of limitations on ownership of Common Shares imposed
by the Declaration of Trust, none of the three Lowders, Mr. Johnson, or
Mr. Ripps could in fact redeem all of his Units for Common Shares without
divesting a substantial number of Common Shares in connection with the
redemption. The extent to which a person holds Units as opposed to Common
Shares is set forth in the footnotes.
Percent of
Number of Percent of Common
Name and Business Address Common Common Shares
of Beneficial Owner Shares Shares (1) and Units(2)
- ------------------------- --------- ---------- ------------
Thomas H. Lowder 3,170,620 (3) 13.3% 10.5%
Energen Plaza, Suite 750
2101 Sixth Avenue North
Birmingham, Alabama 35203
James K. Lowder 3,151,938 (4) 13.3% 10.5%
2000 Interstate Parkway
Suite 400
Montgomery, Alabama 36104
Robert E. Lowder 1,848,161 (5) 8.2% 6.1%
One Commerce Street
Montgomery, Alabama 36104
Cohen & Steers Capital 2,486,700 (6) 11.9% 8.3%
Management, Inc.
757 Third Avenue
New York, New York 10017
Wellington Management 1,732,600 (7) 8.3% 5.8%
Company L.L.P.
75 State Street
Boston, Massachusetts 02109
Carl F. Bailey 20,000 (8) * *
M. Miller Gorrie 135,747 (16) * *
William M. Johnson 540,235 (9) 2.5% 1.8%
Herbert A. Meisler 526,934 (10) 2.5% 1.8%
Claude B. Nielsen 11,000 (8) * *
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<PAGE>
Harold W. Ripps 1,914,380 (11) 8.4% 6.4%
Donald T. Senterfitt 11,000 (8) * *
Howard B. Nelson, Jr. 22,712 (12) * *
John N. Hughey 9,021 (12) * *
Charles A. McGehee 17,342 (12) * *
John L. Moss 14,677 (12) * *
All executive officers
and trustees as a group
(17 persons) 7,042,847 (13) 25.7%(14) 23.4%(15)
- ------------------
* Less than 1%
(1) For purposes of this calculation, the number of Common Shares deemed
outstanding includes 20,920,221 Common Shares outstanding and the number of
Common Shares issuable to the named person(s) upon redemption of Units or
upon the exercise of options exercisable within 60 days.
(2) For purposes of this calculation, the number of Common Shares and Units
deemed outstanding includes 20,920,221 Common Shares currently outstanding,
9,132,768 Units currently outstanding (excluding Units held by the
Company), and the number of Common Shares issuable to the named person(s)
upon the exercise of options exercisable within 60 days.
(3) Includes 339,077 Common Shares and 2,831,543 Units. The total includes
67,731 shares owned by Thomas Lowder, 175,296 shares owned by Colonial
Commercial Investments, Inc. ("CCI"), a corporation owned equally by Thomas
and James Lowder, 61,574 shares owned by Equity Partners Joint Venture
("EPJV"), a general partnership of which Thomas, James and Robert Lowder
are the sole general partners, 7,919 shares owned pursuant to the Company's
401(k) plan and 26,557 shares subject to options exercisable within 60
days. In addition, the total includes 532,800 Units owned by Thomas
Lowder, 1,285,572 Units owned by CCI, 1,012,976 Units owned by EPJV and 195
Units held in trust for the benefit of Thomas Lowder's children. Shares
and Units owned by CCI are reported twice in this table, once as
beneficially owned by Thomas Lowder and again as beneficially owned by
James Lowder. Shares and Units owned by EPJV are reported three times in
this table, as beneficially owned by each of the Lowder brothers.
(4) Includes 320,395 Common Shares and 2,831,543 Units. The total includes
64,020 shares owned by James Lowder, 175,296 shares owned by CCI, 61,574
shares owned by EPJV, 9,505 shares owned pursuant to the Company's 401(k)
plan and 10,000 shares subject to options exercisable within 60 days. In
addition, the total includes 532,800 Units owned by James Lowder, 1,285,572
Units owned by CCI , 1,012,976 Units owned by EPJV and 195 Units held in
trust for the benefit of James Lowder's children.
(5) Includes 97,789 Common Shares and 1,750,372 Units. The total includes
61,574 shares owned by EPJV, 31,215 shares owned by CBC Realty, Inc.
("CBC"), a corporation wholly owned by Robert Lowder, and 5,000 shares
subject to options exercisable within 60 days. In addition, the total
includes 523,546 Units owned by Robert Lowder, 1,012,976 Units owned by
EPJV, 213,655 Units owned by CBC and 195 Units held in trust for the
benefit of Robert Lowder's children.
(6) Based on a Schedule 13G dated February 3, 1997 and filed with the SEC,
reflecting beneficial ownership as of December 31, 1996. According to the
Schedule 13G, these shares are held for the benefit of client accounts
pursuant to investment advisory arrangements. According to the Schedule
13G, sole voting power exists for 2,170,900 of the 2,486,700 Common Shares.
The Company believes that the ownership of these shares does not exceed the
ownership limit established by the Company's Declaration of Trust.
(7) Based on a Schedule 13G dated January 24, 1997 and filed with the SEC,
reflecting beneficial ownership as of December 31, 1996. According to the
Schedule 13G, these shares are held for the benefit of client accounts
pursuant to investment advisory arrangements. In addition, according to
the Schedule 13G, Wellington Management Company has shared voting power
with respect to 434,000 of these Common Shares and shared dispositive power
with respect to 1,732,600 of these Common Shares. The Company believes
that the ownership of these shares does not exceed the ownership limit
established by the Company's Declaration of Trust.
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<PAGE>
(8) Includes 10,000 shares subject to options exercisable within 60 days.
(9) Includes 534,832 Units owned by Mr. Johnson and 5,403 Units owned by his
wife. The Units beneficially owned by Mr. Johnson do not become redeemable
under the Operating Partnership's partnership agreement until July 31,
1998, and may be subject to contractual restrictions on redemption for up
to two years after that date.
(10) Includes 526,934 Units owned by Mr. Meisler and BerFan Company, a
partnership of which Mr. Meisler and his wife are the sole general
partners.
(11) Includes 6,000 shares and 1,908,380 Units owned by Mr. Ripps.
(12) Includes, for Messrs. Nelson, Hughey, McGehee and Moss, respectively,
3,813, 383, 5,371 and 5,025 shares held pursuant to the Company's 401(k)
plan and 10,593, 6,103, 6,977 and 7,147 shares subject to options
exercisable within 60 days. Mr. Nelson's holdings also include 369 Units.
(13) Includes 594,135 Common Shares, 6,340,825 Units and 107,887 Common Shares
subject to options exercisable within 60 days. Shares and Units held by
CCI and EPJV have been counted only once for this purpose.
(14) For purposes of this calculation, the number of Common Shares deemed
outstanding includes 20,920,221 Common Shares currently outstanding,
6,340,825 Units reported as beneficially owned by Thomas H. Lowder,
James K. Lowder, Mr. Ripps, Mr. Meisler, Mr. Gorrie, Mr. Johnson, and Mr.
Nelson and 107,887 Common Shares subject to options exercisable within 60
days.
(15) For purposes of this calculation, the number of Common Shares and Units
deemed outstanding is described in note 2 to this table and includes
107,887 Common Shares subject to options exercisable within 60 days.
(16) Includes 135,378 shares owned by Mr. Gorrie and 369 Units owned by B & G
Properties, a general partnership in which Mr. Gorrie owns an 80% interest.
-16-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Proxy Statement the
following documents: (1) the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, (ii) the Company's Forms 10-Q for the quarters ended
March 31, and June 30, 1997, and (iii) the Company's Current Report on Form 8-K
filed on July 21, 1997.
The Company will provide without charge to each person to whom a copy of
this Proxy Statement is delivered, on the written or oral request of such person
and by first class mail within one business of receipt of such request, a copy
of any and all of the documents referred to above which may have been or may be
incorporated by reference in this Proxy Statement. Such written or oral request
should be directed to Colonial Properties Trust, 2101 Sixth Avenue North,
Birmingham, Alabama 35203, Attention: Secretary.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of shareholders to be presented at the 1998 Annual Meeting must
be received by the Secretary of the Company prior to December 1, 1997 to be
considered for inclusion in the Company's proxy material for the 1998 Annual
Meeting of Shareholders. In addition, any shareholder who wishes to propose a
nominee to the Board of Trustees or submit any other matter to a vote at a
meeting of shareholders (other than a shareholder proposal included in the
Company's proxy materials pursuant to SEC Rule 14a-8) must comply with the
advance notice provisions and other requirements of Article II, Section 12 of
the Company's By-laws, which are on file with the Securities and Exchange
Commission and may be obtained from the Secretary of the Company upon request.
OTHER MATTERS
The Company knows of no other matters to be presented for consideration at
the Special Meeting. However, if any other matters properly come before the
Special Meeting, it is the intention of the persons named in proxies returned to
the Company to vote such proxies in accordance with their judgment on such
matters.
BY ORDER OF THE BOARD OF TRUSTEES
Douglas B. Nunnelley
Secretary
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<PAGE>
Preliminary Copy
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF
COLONIAL PROPERTIES TRUST
The undersigned shareholder of Colonial Properties Trust (the "Company")
hereby appoints Howard B. Nelson, Jr. and Douglas B. Nunnelley, or either of
them, with full power of substitution in each, as proxies to cast all votes
which the undersigned shareholder is entitled to cast at a Special Meeting of
Shareholders (the "Special Meeting") to be held on _____________, October ___,
1997, at 10:30 a.m., central daylight savings time, in the auditorium on the
lobby (second) floor of the Energen Plaza, 2101 Sixth Avenue North, Birmingham,
Alabama 35203, and at any adjournments thereof, upon the following matters. The
undersigned shareholder hereby revokes any proxy or proxies heretofore given.
This proxy will be voted as directed by the undersigned shareholder.
UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR EACH OF
PROPOSAL 1, PROPOSAL 2 AND PROPOSAL 3, AND IN ACCORDANCE WITH THE DISCRETION OF
THE NAMED PROXIES AS TO OTHER MATTERS. The undersigned shareholder may revoke
this proxy at any time before it is voted by delivering to the Secretary of the
Company either a written revocation of the proxy or a duly executed proxy
bearing a later date, or by appearing at the Special Meeting and voting in
person. The undersigned shareholder hereby acknowledges receipt of the Notice
of Special Meeting and Proxy Statement.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
/X/ Please mark
votes as in
this example
<TABLE>
<CAPTION>
<C> <C>
1. To approve proposed amendments to the Company's Declaration of Trust to For Against Abstain
(i) increase the number of authorized shares from 50,000,000 to 75,000,000, / / / / / /
consisting of 65,000,000 common shares and 10,000,000 preferred shares, and
(ii) clarify certain shareholder approval requirements applicable to the
issuance of preferred shares.
2. To approve, for purposes of Section 237 of the Alabama Constitution, the For Against Abstain
Company's issuance of preferred shares from time to time on terms to be / / / / / /
determined by the Board of Trustees prior to each issuance.
3. To approve, for purposes of Section 234 of the Alabama Constitution, the For Against Abstain
Company's issuance of up to $250,000,000 of bonded indebtedness from time / / / / / /
to time on terms to be determined by the Board of Trustees prior to each
issuance.
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournments
thereof.
</TABLE>
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
Please date and sign exactly as name appears
hereon. Each executor, administrator, trustee,
guardian, attorney-in-fact or other fiduciary
should sign and indicate his or her title. Only
one signature is required in the case of stock
ownership in the name of two or more persons.
If you receive more than Signature: ______________________ Date ______
one proxy card, please
sign and return all cards Signature: ______________________ Date ______
in the accompanying envelope.
