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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<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 Rule 14a-11(c) or Rule 14a-12.
</TABLE>
ASSOCIATED ESTATES REALTY CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: ...................................
(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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[ASSOCIATED ESTATES REALTY CORPORATION LOGO]
April 5, 1999
Dear Shareholder:
A few days ago, you should have received a proxy statement for
Associated Estates Realty Corporation soliciting your proxy in connection with
our 1999 annual meeting of shareholders. Unfortunately, although Mr. Larry E.
Wright was described in the proxy statement as standing for re-election, his
name was inadvertently omitted from the proxy card.
Therefore, enclosed is a revised proxy card including Mr. Wright as a
nominee for election as a director. The revised proxy card is printed in blue
ink. Please be sure to return this proxy card when you vote, even if you have
already returned the original proxy card we mailed to you previously.
Please contact us at 1-800-440-2372, ext. 8752 or 8798, if you have any
questions. We apologize for any inconvenience this may have caused.
Sincerely,
/s/ Barbara E. Hasenstab
Barbara E. Hasenstab
Vice President of Investor Relations
/encs.
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ASSOCIATED ESTATES REALTY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeffrey I. Friedman and Martin A.
Fishman and each of them, the attorneys and proxies of the undersigned
with full power of substitution to vote as indicated herein, all the
Common Shares of Associated Estates Realty Corporation held of record by
the undersigned on March 22, 1999, at the Annual Meeting of Shareholders
to be held on May 12, 1999, or any adjournment thereof, with all the
powers the undersigned would possess if then and there personally
present.
1. [ ] FOR or [ ] WITHHOLD AUTHORITY to fix the number of directors at
nine.
2. [ ] FOR or [ ] WITHHOLD AUTHORITY to vote (except as marked to the
contrary below) for the election of each of the nominees for Director
listed below:
Jeffrey I. Friedman, Mark L. Milstein, Albert T. Adams,
Gerald C. McDonough, Frank E. Mosier, Richard T. Schwarz,
Larry E. Wright, James M. Delaney and Louis E. Vogt
(the election of Messrs. Delaney and Vogt is contingent on the approval
of item 1 above)
(INSTRUCTION:
To withhold authority to vote for any individual nominee, write that
nominee's name in the space provided below)
(Continued on reverse side)
(Continued from other side)
3. In their discretion, to vote upon such other business as may properly
come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED BY THE
SHAREHOLDER. IF NO SPECIFICATIONS ARE MADE, THE PROXY WILL BE VOTED FOR
THE PROPOSAL TO FIX THE NUMBER OF DIRECTORS IN ITEM 1 ABOVE AND TO ELECT
THE NOMINEES DESCRIBED IN ITEM 2 ABOVE.
Receipt of Notice of Annual Meeting of Shareholders and the related
Proxy Statement dated March 30, 1999, is hereby acknowledged.
Dated , 1999
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Signature(s) of
Shareholder(s)
PLEASE SIGN AS YOUR NAME
APPEARS HEREON. IF SHARES
ARE HELD JOINTLY, ALL
HOLDERS MUST SIGN. WHEN
SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE
GIVE YOUR FULL TITLE. 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.
Proxy Card
