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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
[ ] 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
SUN COMMUNITIES, INC.
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(Name of Registrant as Specified in Its Charter)
N/A
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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)(1) 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
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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.
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[ ] 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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<PAGE> 2
SUN COMMUNITIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 5, 1998
To the Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Sun
Communities, Inc. (the "Company") will be held at the Novi Hilton, 21111
Haggerty Road, Novi, Michigan 48375, on Friday, June 5, 1998, at 11:00 a.m.,
local time, for the following purposes:
(1) To elect two Directors to serve until the Annual Meeting of
Shareholders to be held in 2001 or until their successors shall have been duly
elected and qualified; and
(2) To transact such other business as may properly come before the
meeting.
A Proxy Statement containing information relevant to the Annual Meeting
appears on the following pages.
Only holders of Common Stock of record at the close of business on
April 1, 1998, are entitled to notice of and to vote at the meeting or any
adjournments.
If you do not plan to attend the meeting and you wish to vote in
accordance with the Board of Director's recommendations, it is not necessary to
specify your choices; merely sign, date, and return the enclosed Proxy Card. If
you attend the meeting, you may withdraw your Proxy and vote your own shares.
By Order of the Board of Directors
JEFFREY P. JORISSEN
Secretary
Dated: April 17, 1998
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE
ENCOURAGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
IN THE POSTAGE-PAID ENVELOPE ENCLOSED FOR THAT PURPOSE.
<PAGE> 3
SUN COMMUNITIES, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 5, 1998
PROXIES AND SOLICITATIONS
This Proxy Statement is furnished to shareholders in connection with
the solicitation of proxies by the Board of Directors (the "Board") of Sun
Communities, Inc. ("Sun" or the "Company") to be used at the Annual Meeting of
Shareholders (the "Annual Meeting") and at any adjournments. If received in time
for the Annual Meeting, the shares represented by a valid proxy will be voted in
accordance with the specifications, if any, contained in such executed proxy. If
no instructions are given, proxies will be voted for all nominees for the Board.
A proxy executed in the enclosed form may be revoked by the person signing it at
any time before it is exercised. Proxies may be revoked by filing with the
Secretary of the Company, any time prior to the time set for commencement of the
Annual Meeting, a written notice of revocation bearing a later date than the
proxy, or by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy).
In addition to the use of mails, proxies may be solicited by personal
interview, telephone and telegram, by directors, officers and employees of the
Company. Arrangements may also be made with brokerage houses or other
custodians, nominees and fiduciaries to forward solicitation material to the
beneficial owners of shares of the Company's common stock (the "Common Stock")
held of record by such persons, and the Company may reimburse such persons for
reasonable out-of-pocket expenses incurred in forwarding material. The Company
anticipates that fees and expenses for the foregoing parties will not exceed
$1,000. The costs of all proxy solicitation will be borne by the Company.
The executive offices of the Company are located at 31700 Middlebelt
Road, Suite 145, Farmington Hills, Michigan 48334. The approximate date of
mailing of this Proxy Statement and the enclosed Proxy materials to the
Company's shareholders is April 20, 1998.
TIME AND PLACE OF MEETING
The Annual Meeting will be held at the Novi Hilton, 21111 Haggerty
Road, Novi, Michigan 48375, on Friday, June 5, 1998, at 11:00 a.m., local time.
VOTING RIGHTS AND
PRINCIPAL HOLDERS OF VOTING SECURITIES
Only shareholders of record at the close of business on April 1, 1998
are entitled to notice of and to vote at the Annual Meeting or at any
adjournments. As of that date, the Company had 16,851,848 shares of Common Stock
issued, outstanding and entitled to vote held by 1,675 holders of record. Each
outstanding share entitles the record holder to one vote. Shares cannot be voted
at the Annual Meeting unless the holder is present in person or represented by
proxy. The presence, in person or by proxy, of shareholders entitled to vote a
majority of the voting shares that are outstanding and entitled to vote will
constitute a quorum.
Information concerning principal holders of the Common Stock is
discussed under "Security Ownership of Certain Beneficial Owners and
Management."
INCORPORATION BY REFERENCE
To the extent this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of this Proxy Statement entitled "Report of the Compensation Committee
on Executive Compensation" and "Shareholder Return Performance Presentation"
shall not be deemed to be so incorporated unless specifically otherwise provided
in any such filing.
<PAGE> 4
ANNUAL REPORT
Shareholders are concurrently being furnished with a copy of the
Company's 1997 Annual Report which contains its audited financial statements as
of December 31, 1997. In addition, copies of the Company's Annual Report on Form
10-K for the year ended December 31, 1997, as filed with the Securities and
Exchange Commission (the "SEC"), will be sent to any shareholder, without
charge, upon written request to Sun Communities Investor Services, 31700
Middlebelt Road, Suite 145, Farmington Hills, Michigan 48334.
MATTERS TO COME BEFORE THE ANNUAL MEETING
The only matter expected to be considered at the Annual Meeting is the
election of two directors.
ELECTION OF DIRECTORS
The only matter expected to be considered at the Annual Meeting will be
the election of two directors. It is proposed that these positions be filled by
persons nominated to the Board by management. Each director shall be elected by
a plurality of the votes cast at the Annual Meeting. Therefore, if a quorum is
present, abstentions and broker non-votes will have no effect on the election of
directors. Proxies will be tabulated by the Company's transfer agent. The
Inspector of Elections appointed at the Annual Meeting will then combine the
proxy votes with the votes cast at the Annual Meeting. Each director elected at
the Annual Meeting will serve for a term commencing on the date of the Annual
Meeting and continuing until the Annual Meeting of Shareholders to be held in
2001 or until his successor is duly elected and qualified. In the absence of
directions to the contrary, proxies will be voted in favor of the election of
the two nominees listed below.
If any of the nominees named below are unavailable to serve for any
reason, then a valid proxy may be voted for the election of such other persons
as the person or persons voting the proxy may deem advisable in accordance with
their best judgment. Management has no present knowledge that any of the persons
named will be unavailable to serve. In any event, the enclosed proxy can be
voted for only the two nominees named in this Proxy Statement or their
substitutes.
THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES NAMED BELOW.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED "FOR" THE NOMINEES UNLESS
INSTRUCTIONS TO WITHHOLD OR TO THE CONTRARY ARE GIVEN.
The following list identifies each incumbent director and nominee for
election to the Board at the Annual Meeting and describes each person's
principal occupation for the past five years. Each of the directors has served
continuously from the date of his election to the present time.
<TABLE>
<CAPTION>
NAME AGE OFFICE
<S> <C> <C>
Milton M. Shiffman............................... 69 Chairman of the Board/Nominee
Gary A. Shiffman................................. 43 Chief Executive Officer, President and
Director
Paul D. Lapides.................................. 43 Director
Clunet R. Lewis.................................. 51 Director/Nominee
Ronald L. Piasecki............................... 59 Director
Ted J. Simon..................................... 67 Director
Arthur A. Weiss.................................. 49 Director
</TABLE>
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MILTON M. SHIFFMAN is the Chairman of the Board, and has been an
executive officer of Sun since its inception. In his 19 years of experience in
the manufactured housing community industry, Mr. Shiffman has played an active
role in the financing decisions and corporate structuring of the Company. Since
1964, he has also been involved in the development, acquisition, construction
and operations of diverse real estate holdings including multi-family, community
and regional shopping centers, nursing homes and various other commercial
properties. Mr. Shiffman retired from medical practice in 1981 in order to
devote his full time to real estate activities. He is also Chairman of the Board
of Directors of Sun Home Services, Inc. ("Home Services"), Sun Management, Inc.
("Sun Management"), Sun QRS, Inc. ("Sun QRS") and Sun Florida QRS, Inc. ("Sun
Florida QRS"). Mr. Shiffman is a director of Bingham Financial Services
Corporation ("Bingham"), which is a specialized financial services company
providing financing for manufactured homes. Bingham was initially formed as an
affiliate of Sun but became publicly held in November 1997.
GARY A. SHIFFMAN is the President and Chief Executive Officer, and has
been an executive officer of Sun since its inception. He has been actively
involved in the management, acquisition, construction and development of
manufactured housing communities and has developed an extensive network of
industry relationships over the past 14 years. He has overseen the land
acquisition, rezoning, development and marketing of numerous manufactured home
expansion projects. Mr. Shiffman is also the President and a director of Home
Services, Sun Management, Sun QRS, Sun Florida QRS and Sun Water Oak Golf, Inc.
("Sun Golf"). Gary A. Shiffman is the son of Milton M. Shiffman. Mr. Shiffman is
a Chairman of the Board and Secretary of Bingham.
PAUL D. LAPIDES has been a director since December 1993. Mr. Lapides
is Director of the Corporate Governance Center in the Coles College of Business
at Kennesaw State University, where he is a professor of management. He is the
author of numerous articles and books on real estate and management. Mr. Lapides
is a consultant with BDO Seidman, LLP, an international accounting and
consulting firm. His real estate experience includes managing a $3 billion
national portfolio of income-producing real estate consisting of 42,000
multi-family units and 16 million square feet of commercial space.
CLUNET R. LEWIS has been a director since December 1993. Since August,
1995, Mr. Lewis has been a director of Eltrax Systems, Inc. ("Eltrax"), a
company that provides data networking products and services. Mr. Lewis currently
serves as Secretary and General Counsel of Eltrax. From 1993 to September 1994,
Mr. Lewis was the Executive Vice President of Military Communications Center,
Inc., a company that provides long distance telecommunication services to
military personnel. From 1973 to 1993, he practiced law with the law firm of
Jaffe, Raitt, Heuer & Weiss, Professional Corporation, which represents the
Company in various matters.
RONALD L. PIASECKI has been a director since May 1996, upon completion
of the Company's acquisition of twenty-five manufactured housing communities
(the "Aspen Properties") owned by affiliates of Aspen Enterprises, Ltd.
("Aspen"). Mr. Piasecki is the executive vice president and a director of Aspen,
which he co-founded in 1973. Prior to the Company's acquisition of the Aspen
Properties, Aspen was one of the largest privately-held developers and owners of
manufactured housing communities in the U.S. Mr. Piasecki is a director of HGI
Realty, Inc., a REIT that specializes in the ownership and operation of factory
outlet centers, and Mr. Piasecki serves as chairman of the board of directors of
Kurdziel Industries, Inc., the world's largest producer of counter weights for
the material handling industry.
TED J. SIMON has been a director since December 1993. Mr. Simon
currently serves as Vice President-Real Estate (Midwest Group) of The Great
Atlantic & Pacific Tea Company. Since 1981, Mr. Simon has served as Vice
President-Real Estate and a director of Borman's Inc., a wholly owned subsidiary
of The Great Atlantic & Pacific Tea Company, Inc. From 1976-1981, he was the
President of Schostak Bros. & Co., a major, full service commercial/
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industrial real estate company based in Michigan.
ARTHUR A. WEISS has been a director since October 1996. Since 1976,
Mr. Weiss has practiced law with the law firm of Jaffe, Raitt, Heuer & Weiss,
Professional Corporation ("JRH&W"), which represents the Company in various
matters. Mr. Weiss is currently a shareholder, director and Vice President of
JRH&W. Mr. Weiss is also a director of Bingham.
To the best of the Company's knowledge, there are no material
proceedings to which any nominee is a party, or has a material interest, adverse
to the Company. To the best of the Company's knowledge, there have been no
events under any bankruptcy act, no criminal proceedings and no judgments or
injunctions that are material to the evaluation of the ability or integrity of
any nominee during the past five years.
BOARD OF DIRECTORS AND COMMITTEES
Pursuant to the terms of the Company's charter, the directors are
divided into three classes. The class up for election at the Annual Meeting will
hold office for a term expiring at the annual meeting of shareholders to be held
in 2001. A second class will hold office for a term expiring at the annual
meeting of shareholders to be held in 1999 and a third class will hold office
for a term expiring at the annual meeting of shareholders to be held in 2000.
Each director will hold office for the term to which he is elected and until his
successor is duly elected and qualified. Milton M. Shiffman and Clunet R. Lewis
have terms expiring at the Annual Meeting and are nominees for the class to hold
office for a term expiring at the annual meeting of shareholders to be held in
2001. Gary A. Shiffman, Ronald L. Piasecki and Arthur A. Weiss have terms
expiring in 1999 and Ted J. Simon and Paul D. Lapides have terms expiring in
2000. At each annual meeting of the shareholders of the Company, the successors
to the class of directors whose terms expire at such meeting will be elected to
hold office for a term expiring at the annual meeting of shareholders held in
the third year following the year of their election.
The Board met five (5) times during 1997 and took various actions
pursuant to resolutions adopted by unanimous written consent. All directors
attended at least 75% of the meetings of the Board and each committee on which
they served.
Several important functions of the Board may be performed by committees
that are comprised of members of the Board. The Company's Bylaws authorize the
formation of these committees and grant the Board the authority to prescribe the
functions of each committee and the standards for membership of each committee.
In addition, the Board appoints the members of each committee. The Board has
four standing committees: an Audit Committee, a Compensation Committee, an
Indemnification Committee and an Executive Committee.
The Audit Committee was established to: (i) annually recommend a firm
of independent public accountants to the Board to act as auditors of the
Company; (ii) review the scope of the annual audit with the auditors in advance
of the audit; (iii) generally review the results of the audit and the adequacy
of the Company's accounting, financial and operating controls; (iv) review the
Company's accounting and reporting principles, policies and practices; and (v)
perform such other duties as may be delegated to it by the Board. The current
members of the Audit Committee are Messrs. Paul D. Lapides, Clunet R. Lewis and
Arthur A. Weiss. The Audit Committee held one (1) formal meeting during the
fiscal year ended December 31, 1997.
The Compensation Committee was established to: (i) review and modify
the compensation (including salaries and bonuses) of the Company's officers as
initially set by the Company's President; (ii) administer the Company's Amended
and Restated 1993 Stock Option Plan (the "Employee Option Plan"); and (iii)
perform such other duties as may be delegated to it by the Board. The current
members of the Compensation Committee are Messrs. Ted J. Simon and Ronald L.
Piasecki. During the fiscal year ended December 31, 1997, the Compensation
Committee held three (3) formal meetings and took various actions pursuant to
resolutions adopted by unanimous written consent. See "Report of the
Compensation Committee on Executive Compensation".
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<PAGE> 7
The Indemnification Committee was established to: (i) perform such
duties as provided in Article XII of the Company's Bylaws; and (ii) perform such
other duties as may be delegated to it by the Board. The current members of the
Indemnification Committee are Messrs. Ted J. Simon and Clunet R. Lewis. The
Indemnification Committee was formed on April 1, 1995 and did not hold any
meetings in 1997.
The Executive Committee was established to generally manage the
day-to-day business and affairs of the Company between regular Board meetings.
In no event may the Executive Committee, without the prior approval of the Board
acting as a whole: (i) recommend to the shareholders an amendment to the
Company's Charter; (ii) amend the Company's Bylaws; (iii) adopt an agreement of
merger or consolidation; (iv) recommend to the shareholders the sale, lease or
exchange of all or substantially all of the Company's property and assets; (v)
recommend to the shareholders a dissolution of the Company or a revocation of a
dissolution; (vi) fill vacancies on the Board; (vii) fix compensation of the
directors for serving on the Board or on a committee of the Board; (viii)
declare dividends or authorize the issuance of the Company's stock; (ix) approve
or take any action with respect to any related party transaction involving the
Company; or (x) take any other action which is forbidden by the Company's
Bylaws. All actions taken by the Executive Committee must be promptly reported
to the Board as a whole and are subject to ratification, revision and alteration
by the Board, except that no rights of third persons created in reliance on
authorized acts of the Executive Committee can be affected by any such revision
or alteration. The current members of the Executive Committee are Messrs. Milton
M. Shiffman, Gary A. Shiffman and Ted J. Simon. The Executive Committee did not
hold any formal meetings during the fiscal year ended December 31, 1997 but did
take various actions pursuant to resolutions adopted by unanimous written
consent.
The Board does not have a standing committee responsible for
nominating individuals to become directors. The entire Board performs the
function of such a committee.
MANAGEMENT AND COMPENSATION
EXECUTIVE OFFICERS
The persons listed below are the current executive officers of the
Company. Each is annually appointed by, and serves at the pleasure of, the
Board.
<TABLE>
<CAPTION>
NAME AGE OFFICE
<S> <C> <C>
Milton M. Shiffman............................... 69 Chairman of the Board of Directors
Gary A. Shiffman................................. 43 Chief Executive Officer and President
Jeffrey P. Jorissen.............................. 53 Senior Vice President, Treasurer, Chief
Financial Officer and Secretary
Brian W. Fannon.................................. 49 Senior Vice President and Chief Operating
Officer
Jonathan M. Colman............................... 42 Senior Vice President - Acquisitions
</TABLE>
Background information for Milton M. Shiffman and Gary A. Shiffman is
provided under "Election of Directors," above. Background information for the
other three executive officers is set forth below.
JEFFREY P. JORISSEN has been Chief Financial Officer and Secretary
since August 1993, and Senior Vice President and Treasurer since December 1993.
As a certified public accountant, he was with the international accounting firm
of Coopers & Lybrand for sixteen years, including eight years as a partner.
During his tenure at Coopers & Lybrand, Mr. Jorissen specialized in real estate
and directed financial statement examinations of numerous public companies. Mr.
Jorissen is also the Chief Financial Officer and Secretary of Home Services, Sun
Management, Sun QRS and Sun Florida QRS, and Mr. Jorissen is also the Secretary
and
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Treasurer of Sun Golf. Mr. Jorissen is a director and the President, Chief
Executive Officer and Chief Financial Officer of Bingham.
BRIAN W. FANNON joined the Company in May 1994 as Senior Vice
President-Operations and became Chief Operating Officer in 1995. Prior to
joining the Company, he worked for Lautrec, Ltd., then the largest manufactured
housing community owner-operator in the United States, where he was responsible
for operations comprising 25,000 sites and 300 employees, and Quality Homes,
Inc., its sales and marketing division. He joined that organization in 1978 as a
regional manager and became President in 1986. Mr. Fannon was appointed by
Governor Milliken to the Michigan Mobile Home Commission in 1977, the year of
its inception. Subsequent appointments by Governors Blanchard and Engler have
enabled Mr. Fannon to serve on such commission, including serving as its
chairman from 1986 to 1994. Mr. Fannon is also the Vice President-Operations of
Sun Golf.
JONATHAN M. COLMAN joined the Company in 1994 as Vice
President-Acquisitions and became a Senior Vice President in 1995. A certified
public accountant, Mr. Colman has over fifteen years of experience in the
manufactured housing community industry. He has been involved in the
acquisition, financing and management of over 75 manufactured housing
communities for two of the 10 largest manufactured housing community owners,
including Uniprop, Inc. during its syndication of over $90 million in public
limited partnerships in the late 1980s. Mr. Colman is also the Vice President of
Sun Golf.
To the best of the Company's knowledge, there have been no events
under any bankruptcy act, no criminal proceedings and no judgments or
injunctions that are material to the evaluation of the ability or integrity of
any executive officer during the past five years.
EXECUTIVE COMPENSATION
The following table sets forth all compensation paid to the Chief
Executive Officer and each executive officer whose remuneration from the Company
exceeded $100,000 during the fiscal year ended December 31, 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL LONG TERM
COMPENSATION COMPENSATION
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)
- --------------------------- ---- --------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Gary A. Shiffman, 1997 $250,000 $175,000 0 $17,588(1)
Chief Executive Officer and President.... 1996 $210,000 $50,000 300,000 0
1995 $200,000 0 305,430 $177,319(2)
Jeffrey P. Jorissen, 1997 $190,000 $95,000 0 $11,702(1)
Senior Vice President, Treasurer, Chief 1996 $160,125 $35,000 37,500 0
Financial Officer and 1995 $149,800 $15,000 35,000 0
Secretary................................
Brian W. Fannon, 1997 $250,000 $150,000 0 0
Senior Vice President and Chief Operating 1996 $160,225 $50,000 15,000 0
Officer.................................. 1995 $133,275 $15,000 0 0
Jonathan M. Colman, 1997 $112,000 $45,000 0 0
Senior Vice President-Acquisitions....... 1996 $105,000 $12,000 12,500 0
1995 $100,000 $10,000 0 0
</TABLE>
- -----------------------
(1) Distribution from Sun Home Services, Inc.
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(2) On May 11, 1995, the Company issued 94,570 shares of Common Stock to
Mr. Gary Shiffman in consideration for promissory notes aggregating
$2,045,076, or $21.625 per share (the "Consideration"). The
Consideration was based on the average of the closing sales prices of
the Common Stock as quoted on the New York Stock Exchange for the ten
(10) business day period immediately preceding and including May 4,
1995, which was the date that the proposed transaction with Mr. Gary
Shiffman was presented to and approved by the Company's Board of
Directors. However, in accordance with the rules and regulations
promulgated pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Company is required to report the difference
between the Consideration (i.e., $21.625 per share) and the fair market
value of the Common Stock on the date of issuance (i.e., $23.50 per
share) as "Other Compensation" in the Summary Compensation Table.
AGGREGATED OPTION/SAR EXERCISES AND
FISCAL YEAR-END OPTION/SAR VALUES TABLE
<TABLE>
<CAPTION>
====================================================================================================================================
NO. OF UNEXERCISED
OPTIONS/SARS AT VALUE OF UNEXERCISED
FISCAL YEAR-END IN-THE-MONEY OPTIONS/SARS AT
FISCAL YEAR-END(1)
-------------------------------------------------------------------
SHARES ACQUIRED
ON EXERCISE VALUE NOT NOT
NAME IN 1997 RECEIVED EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
- ----------------------------- ----------------- ---------------- ---------------- --------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Gary A. Shiffman(2) 0 N/A 183,332 166,668 $1,803,739 $1,900,121
- ----------------------------- ----------------- ---------------- ---------------- --------------- ---------------- -----------------
Jeffrey P. Jorissen(3) 0 N/A 80,000 12,500 $1,005,438 $99,438
- ----------------------------- ----------------- ---------------- ---------------- --------------- ---------------- -----------------
Brian W. Fannon(4) 0 N/A 54,999 5,001 $688,596 $41,967
- ----------------------------- ----------------- ---------------- ---------------- --------------- ---------------- -----------------
Jonathan M. Colman(5) 0 N/A 28,333 4,167 $337,768 $34,513
- ----------------------------- ----------------- ---------------- ---------------- --------------- ---------------- -----------------
</TABLE>
(1) Assumes a value equal to the difference between the closing sales price
on December 31, 1997, which was $35.9375 per share, and the exercise
price of in-the-money options.
(2) Includes: (a) 50,000 stock options granted December 21, 1993 pursuant
to the Employee Option Plan with an exercise price of $20.00 per share,
which options must be exercised by December 21, 2003; (b) 25,000 stock
options granted March 11, 1996 pursuant to the Employee Option Plan
with an exercise price of $26.625 per share, which options must be
exercised by March 11, 2006; and (c) 275,000 stock options granted
October 28, 1996 pursuant to the Employee Option Plan with an exercise
price of $28.6375 per share, which options must be exercised by October
28, 2006.
(3) Includes: (a) 20,000 stock options granted December 1, 1993 pursuant to
the Employee Option Plan with an exercise price of $20.00 per share,
which options must be exercised by December 1, 2003; (b) 35,000 stock
options granted May 23, 1995 pursuant to the Employee Option Plan with
an exercise price of $22.00 per share, which options must be exercised
by May 23, 2005; (c) 15,000 stock options granted February 26, 1996
pursuant to the Employee Option Plan with an exercise price of $27.00
per share, which options must be exercised by February 26, 2006; and
(d) 22,500 stock options granted October 28, 1996 pursuant to the
Employee Option Plan with an exercise price of $28.6375 per share,
which options must be exercised by October 28, 2006.
(4) Includes: (a) 45,000 stock options granted July 18, 1994 pursuant to
the Employee Option Plan with an exercise price of $22.50 per share,
which options must be exercised by July 18, 2004; (b) 10,000 stock
options granted February 26, 1996 pursuant to the Employee Option Plan
with an exercise price of $27.00 per share, which options must be
exercised by February 26, 2006; and (c) 5,000 stock options granted
October 28, 1996 pursuant to the Employee Option Plan with an exercise
price of $28.6375 per share, which options must be exercised by October
28, 2006.
(5) Includes: (a) 20,000 stock options granted July 18, 1994 pursuant to
the Employee Option Plan with an exercise price of $22.50 per share,
which options must be exercised by July 18, 2004; (b) 7,500 stock
options granted February 26, 1996 pursuant to the Employee Option Plan
with an exercise price of $27.00 per share, which options must be
exercised by February 26, 2006; and (c) 5,000 stock options granted
October 28, 1996 pursuant to the Employee Option Plan with an exercise
price of $28.6375 per share, which options must be exercised by October
28, 2006.
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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Policy of Executive Officer Compensation
The executive compensation program is administered by the Compensation
Committee of the Board (the "Committee") which is comprised of Non-Employee
Directors, Messrs. Ted J. Simon and Ronald L. Piasecki. The program supports the
Company's commitment to providing superior shareholder value. It is designed to
attract and retain high-quality executives, to encourage them to make career
commitments to the Company, and to accomplish the Company's short and long term
objectives. The Committee attempts to structure a compensation program for the
Company that will reward its top executives with bonuses and stock and option
awards upon attainment of specified goals and objectives while striving to
maintain salaries at reasonably competitive levels. The Committee reviews the
compensation (including salaries, bonuses and stock options) of the Company's
officers and performs such other duties as may be delegated to it by the Board.
The Committee held three (3) formal meetings during the fiscal year ended
December 31, 1997 and took various actions pursuant to resolutions adopted by
unanimous written consent.
In reviewing the compensation to be paid to the Company's executive
officers during the fiscal year ended December 31, 1997, the Committee sought to
ensure that executive officers were rewarded for long term strategic management,
for increasing the Company's value for its shareholders, and for achieving
internal goals established by the Board.
The key components of executive officer compensation are salary,
bonuses and stock option awards. Salary is generally based on factors such as an
individual officer's level of responsibility, prior years' compensation,
comparison to compensation of other officers in the Company, and compensation
provided at competitive companies and companies of similar size. Bonuses and
stock option awards are intended to reward exceptional performances. Benchmarks
for determining base salary and bonus levels include targeted funds from
operations levels, strength of the balance sheet and creation of shareholder
value. Stock option awards are also intended to increase an officer's interest
in the Company's long-term success as measured by the market and book value of
its Common Stock. Stock awards may be granted to officers and directors of the
Company and its subsidiaries and to certain employees who have managerial or
supervisory responsibilities under the Employee Option Plan. Stock awards may be
stock options, stock appreciation rights, restricted share rights or any
variation thereof. Four executive officers and forty key employees received
stock options under the Employee Option Plan in January 1998 for services
rendered during the fiscal year ended December 31, 1997.
CEO Compensation
During the fiscal year ended December 31, 1997, Gary A. Shiffman
served in the capacity of Chief Executive Officer of the Company. Under Mr.
Shiffman's leadership, the Company's net income before extraordinary item and
minority interest increased by more than 27% in 1997 as compared to 1996, and
the Company continued its growth by acquiring an additional 12 manufactured
housing communities in 1997. See "Shareholder Return Performance Presentation."
As of December 31, 1996, the Company entered into an employment
agreement with Mr. Shiffman which governed the salary and bonus paid to Mr.
Shiffman during the fiscal year ended December 31, 1997. Pursuant to this
employment agreement, Mr. Shiffman was paid a salary of $250,000 and received
incentive compensation of $175,000 on the basis of the Company's performance. No
stock options were granted to Mr. Shiffman under the Employee Option Plan during
1997 but, in January 1998, Mr. Shiffman received options to purchase 25,000
shares of Common Stock for services rendered in 1997. Based upon market studies
of pay levels for chief executive officers of publicly traded REITs (conducted
by the National Association of Real Estate Investment Trusts), the Committee
believes that Mr. Shiffman's total compensation in 1997 was competitive with the
appropriate level for his position, particularly in
8
<PAGE> 11
view of his performance. See "Certain Transactions."
Respectfully submitted,
Ted J. Simon
Ronald L. Piasecki
EMPLOYMENT AGREEMENTS
Gary A. Shiffman
The Company has entered into an employment agreement with Gary A.
Shiffman pursuant to which Mr. Shiffman serves as Chief Executive Officer and
President of the Company. Mr. Shiffman's employment agreement is for an initial
term of five years ending December 31, 2001. Pursuant to his employment
agreement, Mr. Shiffman will be paid a base salary of $250,000 in 1997 and a
base salary of $350,000 for each year thereafter, which shall be increased by an
annual cost of living adjustment beginning with calendar year 1999. In addition
to his base salary and in accordance with the terms of his employment agreement,
Mr. Shiffman is entitled to incentive compensation of up to 50% of his then base
salary in accordance with the incentive compensation formula set forth in the
employment agreement. A copy of Mr. Shiffman's employment agreement is attached
as an exhibit to the Company's periodic filings under the Exchange Act.
The non-competition clauses of Mr. Shiffman's employment agreement
preclude him from engaging, directly or indirectly: (a) in the real estate
business or any ancillary business of the Company during the period he is
employed by the Company; and (b) in the manufactured housing community business
or any ancillary business of the Company for a period of eighteen months
following the period he is employed by the Company. However, Mr. Shiffman's
employment agreement does allow him to make passive investments relating to real
estate in general or the housing industry in particular (other than in
manufactured housing communities) during the period he is employed by the
Company.
Jeffrey P. Jorissen
The Company has entered into an employment agreement with Jeffrey P.
Jorissen pursuant to which Mr. Jorissen serves as Senior Vice President, Chief
Financial Officer, Treasurer and Secretary of the Company. Mr. Jorissen's
employment agreement is for an initial term of three years ending December 31,
1998. Pursuant to his employment agreement, Mr. Jorissen must devote his entire
productive time, ability and attention to the Company and, in consideration for
his services, Mr. Jorissen will be paid an annual base salary of $190,000 which
will be increased by five percent per year. In addition to this base salary, Mr.
Jorissen is entitled to an annual bonus (which bonus will not exceed 50% of Mr.
Jorissen's then annual base salary) in accordance with the terms of an executive
bonus plan to be agreed upon by the Company and Mr. Jorissen. A copy of Mr.
Jorissen's employment agreement is attached as an exhibit to the Company's
periodic filings under the Exchange Act.
The non-competition clauses of Mr. Jorissen's employment agreement
preclude him from engaging, directly or indirectly, in the real estate business
or any ancillary business of the Company during the period he is employed by the
Company and for a period of eighteen months thereafter.
OUTSIDE DIRECTOR COMPENSATION
Directors who are not employees of the Company are entitled to an
annual retainer fee of $12,000, payable $3,000 per calendar quarter, plus a
$1,000 fee for each quarterly meeting of the Board. For services during the
fiscal year ended December 31, 1997, Ted J. Simon, Paul D. Lapides and Clunet R.
Lewis each earned directors' fees of $16,000 and Ronald L. Piasecki earned
director's fees of $15,000. Although Arthur A. Weiss earned director's fees of
$16,000 for services during the fiscal year ended December 31, 1997, he declined
such fees.
9
<PAGE> 12
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total shareholder return on the Common Stock against the
cumulative total return of a broad market index composed of all issuers listed
on the New York Stock Exchange and an industry index composed of 212 publicly
traded real estate investment trusts, for the period commencing on December 9,
1993 (the date of the Company's initial public offering) and ending on December
31, 1997. This line graph assumes a $100 investment on December 9, 1993, a
reinvestment of dividends and actual increase of the market value of the
Company's Common Stock relative to an initial investment of $100. The
comparisons in this table are required by the SEC and are not intended to
forecast or be indicative of possible future performance of the Company's Common
Stock.
[LINE GRAPH]
<TABLE>
<CAPTION>
12/09/93 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Sun Communities, Inc. 100.00 99.76 120.56 149.33 208.83 229.91
REIT Industry Index 100.00 100.08 100.92 118.53 158.47 186.71
NYSE Market Index 100.00 102.97 100.97 130.92 157.70 207.48
</TABLE>
10
<PAGE> 13
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers and beneficial owners of
more than 10% of the Company's capital stock to file reports of ownership and
changes of ownership with the SEC and the New York Stock Exchange. Based solely
on its review of the copies of such reports received by it, and written
representations from certain reporting persons, the Company believes, that
during the year ended December 31, 1997, its directors, executive officers and
beneficial owners of more than 10% of the Company's Common Stock have complied
with all filing requirements applicable to them.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 1998, the
shareholdings of: (a) each person known to the Company to be the beneficial
owner of more than five percent (5%) of the Common Stock; (b) each director of
the Company; (c) each executive officer listed in the Summary Compensation
Table; and (d) all executive officers and directors of the Company as a group,
based upon information available to the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING SHARES(1)
- ------------------------------------ -------------------- ------------------
<S> <C> <C>
Milton M. Shiffman 542,634 (2) 3.19%
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Gary A. Shiffman 917,033 (3) 5.34%
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Jeffrey P. Jorissen 110,284 (4) *
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Brian W. Fannon 67,718 (5) *
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Jonathan M. Colman 38,333 (6) *
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Ted J. Simon 4,500 (7) *
18718 Borman Avenue
Detroit, Michigan 48232
Paul D. Lapides 5,000 (8) *
1000 Chastain Road
Kennesaw, Georgia 30144
Clunet R. Lewis 5,500 (9) *
2000 Town Center
Suite 690
Southfield, Michigan 48075
</TABLE>
11
<PAGE> 14
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING SHARES(1)
- ------------------- -------------------- ------------------
<S> <C> <C>
Ronald L. Piasecki 35,928 (10) *
5000 Hakes Street
Muskegon, Michigan 49441
Arthur A. Weiss 833 (11) *
One Woodward Avenue
Suite 2400
Detroit, Michigan 48226
Cohen & Steers Capital Management, Inc.(12) 1,737,900 10.31%
757 Third Avenue
New York, New York 10017
LaSalle Advisors Capital Management, Inc. (13) 1,241,800 7.37%
200 East Randolph Drive
Chicago, Illinois 60601
European Investors Inc. (14) 881,800 5.23%
FMR Corp. (15) 866,200 5.14%
82 Devonshire Street
Boston, Massachusetts 02109
All current executive officers and directors as a 1,727,763(16) 9.84%
group (11 persons)
</TABLE>
* Less than one percent (1%) of the outstanding shares.
(1) In accordance with SEC regulations, the percentage calculations are
based on 16,851,848 shares of Common Stock issued and outstanding as of
March 31, 1998 plus shares of Common Stock which may be acquired
pursuant to options exercisable, or limited partnership interests in
the Operating Partnership ("Common OP Units") that are convertible into
Common Stock, within sixty days of March 31, 1998 by each individual or
group listed.
(2) Includes 141,794 Common OP Units convertible into shares of Common
Stock and 1,999 shares of Common Stock which may be acquired pursuant
to options exercisable within sixty days of March 31, 1998. Does not
include shares or Common OP Units held by other family members as to
which beneficial ownership is disclaimed.
(3) Includes 127,794 Common OP Units convertible into shares of Common
Stock and 199,999 shares of Common Stock which may be acquired pursuant
to options exercisable within sixty days of March 31, 1998. Does not
include shares or Common OP Units held by other family members as to
which beneficial ownership is disclaimed.
(4) Includes 91,666 shares of Common Stock which may be acquired pursuant
to options exercisable within sixty days of March 31, 1998. Does not
include shares held by other family members as to which beneficial
ownership is disclaimed.
(5) Includes 59,999 shares of Common Stock which may be acquired pursuant
to options exercisable within sixty days of March 31, 1998.
(6) Includes 33,333 shares of Common Stock which may be acquired pursuant
to options exercisable within sixty days of March 31, 1998.
(7) Includes 2,500 shares of Common Stock which may be acquired pursuant to
options exercisable within sixty days of March 31, 1998.
(8) Includes 2,000 shares of Common Stock which may be acquired pursuant to
options exercisable within sixty days of March 31, 1998.
(9) Includes 3,500 shares of Common Stock which may be acquired pursuant to
options exercisable within sixty days of March 31, 1998.
12
<PAGE> 15
(10) Includes 13,889 Common OP Units convertible into shares of Common Stock
held by Aspen Group, a Michigan co-partnership, which are attributable
to Mr. Piasecki because of his 25% general partnership interest in
Aspen Group. Includes 20,986 Common OP Units convertible into shares of
Common Stock held by Aspen Group-KC, a Michigan co-partnership, which
are attributable to Mr. Piasecki because of his 25% general partnership
interest in Aspen Group-KC. Includes 833 shares of Common Stock which
may be acquired pursuant to options exercisable within sixty days of
March 31, 1998.
(11) Includes 833 shares of Common Stock which may be acquired pursuant to
options exercisable within sixty days of March 31, 1998.
(12) According to the Schedule 13G filed with the SEC for calendar year
1997, Cohen & Steers Capital Management, Inc. has sole voting power of
1,498,300 shares of Common Stock and sole dispositive power of
1,737,900 shares of Common Stock.
(13) According to the Schedule 13G filed with the SEC for calendar year
1997, this ownership includes shares held by LaSalle Advisors Capital
Management, Inc. ("LaSalle") and ABKB/LaSalle Securities Limited
Partnership ("ABKB"), which is a Maryland limited partnership, the
limited partner of which is LaSalle and the general partner of which is
ABKB/LaSalle Securities, Inc., a Maryland corporation, the sole
stockholder of which is LaSalle. LaSalle and ABKB, each registered
investment advisors, have different advisory clients. According to the
Schedule 13G filed by this group, (a) LaSalle has the: (i) sole power
to vote or direct the vote of 196,850 shares of Common Stock,(ii)
shared power to vote or to direct the vote of 198,100 shares of Common
Stock, (iii) sole power to dispose or to direct the disposition of
196,850 shares of Common Stock, and (iv) shared power to dispose or to
direct the disposition of 198,000 shares of Common Stock; and (b) ABKB
has the: (i) sole power to vote or direct the vote of 202,200 shares of
Common Stock, (ii) shared power to vote or to direct the vote of
611,895 shares of Common Stock, (iii) sole power to dispose or to
direct the disposition of 202,200 shares of Common Stock; and (iv)
shared power to dispose or to direct the disposition of 644,750 shares
of Common Stock.
(14) According to the Schedule 13G filed with the SEC for calendar year
1997, (a) European Investors Inc. has: (i) the sole power to vote or
direct the vote of 169,300 shares of Common Stock, (ii) shared power to
vote or to direct the vote of 191,000 shares of Common Stock, (iii)
sole power to dispose or to direct the disposition of 182,900 shares of
Common Stock, and (iv) shared power to dispose or to direct the
disposition of 177,400 shares of Common Stock; and (b) EII Realty
Securities Inc., a wholly-owned subsidiary of European Investors Inc.,
has the sole power to vote or direct the vote of 739,700 shares of
Common Stock and shared power to dispose or to direct the disposition
of 881,800 shares of Common Stock. Such Schedule 13G did not include a
business address for European Investors Inc.
(15) According to the Schedule 13G filed with the SEC for calendar year 1997
by FMR Corp., a parent holding company filed on behalf of itself and
Fidelity Management & Research Company, a wholly-owned subsidiary of
FMR Corp. and an investment advisor ("Fidelity Management"); Fidelity
Management Trust Company, a wholly-owned subsidiary of FMR Corp. and a
bank; Edward C. Johnson 3rd in his individual capacity and as a
predominant shareholder of FMR Corp.; and Abigail Johnson in her
individual capacity and as a predominant shareholder of FMR Corp.
Fidelity Management reports that it is the beneficial owner of 738,100
shares of Common Stock and FMR Corp. and Mr. Johnson report that they
have sole dispositive power with respect to such 738,100 shares of
Common Stock. Fidelity Management Trust Company reports that it is the
beneficial owner of 128,100 shares of Common Stock and FMR Corp. and
Mr. Johnson report that they have sole voting and dispositive power
with respect to such 128,100 shares of Common Stock.
(16) Includes 304,463 Common OP Units convertible into shares of Common
Stock and 396,662 shares of Common Stock which may be acquired pursuant
to options exercisable within sixty days of March 31, 1998.
CERTAIN TRANSACTIONS
During 1997, the law firm of Jaffe, Raitt, Heuer & Weiss, P.C. acted
as general counsel to the Company and represented the Company in various
matters. Arthur A. Weiss, a director of the Company, is a shareholder of such
firm.
13
<PAGE> 16
In 1995, the Company issued Mr. Gary A. Shiffman, the Company's Chief
Executive Officer and President, 400,000 shares of Common Stock for $8,650,000
(the "Purchase Price"). The Purchase Price is evidenced by three (3) separate
10-year promissory notes that bear interest at a rate equal to six months' LIBOR
plus 175 basis points, with a maximum interest rate of 9% per annum and a
minimum interest rate of 6% per annum (the "Promissory Notes"). Two of the
Promissory Notes are secured by shares of Common Stock (the "Secured Shares")
and/or OP Units (the "Secured Units") and the last Promissory Note is unsecured
but fully recourse to Mr. Shiffman. Mr. Shiffman's personal liability on the
secured Promissory Notes is limited to all accrued interest on such notes plus
fifty percent (50%) of the deficiency, if any, after application of the proceeds
from the sale of the Secured Shares and/or the Secured Units to the then
outstanding principal balance of the Promissory Notes. The Promissory Notes
provide for quarterly interest only payments and provide that all cash
distributions and dividends paid to Mr. Gary Shiffman on the Secured Shares and
the Secured Units (the "Distributions") will first be applied toward the accrued
and unpaid interest under the Promissory Notes and sixty percent (60%) of the
remainder of the Distributions, if any, will be applied toward the outstanding
principal balance of the Promissory Notes.
In April 1997, the Operating Partnership loaned Mr. Shiffman an
additional $2,600,391 on terms substantially identical to the terms of the other
loan to Mr. Shiffman, as described above, and such loan is secured by 80,000
shares of Common Stock (the promissory notes evidencing this loan, together with
the Promissory Notes, are hereinafter referred to as the "Shiffman Notes"). The
largest aggregate indebtedness outstanding under the Shiffman Notes since
January 1, 1997 was $11,629,458. As of March 1, 1998, the amount outstanding
under the Shiffman Notes was approximately $11,382,728. Copies of the Shiffman
Notes have been filed as exhibits to the Company's periodic filings under the
Exchange Act.
On April 8, 1996, the Company completed a $122.8 million public
offering of 4.7 million shares of its Common Stock (the "Equity Offering").
Jeffrey P. Jorissen, the Company's Senior Vice President, Treasurer, Chief
Financial Officer and Secretary, Brian W. Fannon, the Company's Senior Vice
President and Chief Operating Officer, and Jonathan M. Colman, the Company's
Senior Vice President - Acquisitions, collectively, purchased 20,000 shares of
Common Stock in the Equity Offering at the public offering price of $26.125 per
share. Such purchases in the Equity Offering were financed with loans from the
Operating Partnership on terms substantially identical to the terms of the
Operating Partnership's loan to Mr. Gary Shiffman described above. The largest
aggregate indebtedness outstanding under Mr. Jorissen's promissory notes to the
Operating Partnership, Mr. Fannon's promissory notes to the Operating
Partnership and Mr. Colman's promissory notes to the Operating Partnership since
January 1, 1997 were $267,431, $158,730 and $105,820, respectively. As of March
1, 1998, the total amounts outstanding under Mr. Jorissen's promissory notes to
the Operating Partnership, Mr. Fannon's promissory notes to the Operating
Partnership and Mr. Colman's promissory notes to the Operating Partnership were
approximately $264,431, $158,658 and $105,772, respectively.
GENERAL INFORMATION
INDEPENDENT PUBLIC ACCOUNTANTS
The Board selected Coopers & Lybrand L.L.P. as the Company's
independent public accountants for the fiscal year ended December 31, 1997.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at the
Annual Meeting, and will have the opportunity to make a statement if they desire
to do so and to respond to appropriate questions. It is expected that Coopers &
Lybrand L.L.P. will also serve the Company in the same capacity during the
fiscal year ending December 31, 1998.
SHAREHOLDERS' PROPOSALS
Any and all shareholder proposals for inclusion in the proxy materials
for the Company's next Annual Meeting of Shareholders must comply with the rules
and regulations promulgated
14
<PAGE> 17
under the Exchange Act and must be received by the Company, at its offices at
31700 Middlebelt Road, Suite 145, Farmington Hills, Michigan 48334, not later
than December 18, 1998. Such proposals should be addressed to the Company's
Secretary.
The Company's Bylaws also contain certain provisions which affect
shareholder proposals. The Company's Bylaws provide that: (a) with respect to an
annual meeting of shareholders, nominations of persons for election to the Board
of Directors and the proposal of business to be considered by shareholders may
be made only (i) pursuant to the Company's notice of the meeting, (ii) by the
Board of Directors, or (iii) by a shareholder who is entitled to vote at the
meeting and has complied with the advance notice procedures set forth in the
Bylaws; and (b) with respect to special meetings of shareholders, only the
business specified in the Company's notice of meeting may be brought before the
meeting of shareholders, and nominations of persons for election to the Board of
Directors may be made only (i) by the Board of Directors, or (ii) provided that
the Board of Directors has determined that directors shall be elected at such
meeting, by a shareholder who is entitled to vote at the meeting and has
complied with the advance notice provisions set forth in the Bylaws.
OTHER MATTERS
Management knows of no matters which will be presented for
consideration at the Annual Meeting other than those stated in the Notice of
Meeting. However, if any other matters do properly come before the Annual
Meeting, the person or persons named in the accompanying proxy form will vote
the proxy in accordance with their best judgment regarding such matters,
including the election of a director or directors other than those named in this
Proxy Statement should an emergency or unexpected occurrence make the use of
such discretionary authority necessary, and also regarding matters incident to
the conduct of the meeting.
Shareholders are requested to date, sign and return the enclosed proxy
in the enclosed postage-paid envelope. So that the presence, in person or by
proxy, of the holders of a majority of the shares entitled to vote at the
meeting may be assured, prompt execution and return of the proxy is requested.
By Order of the Board of Directors
JEFFREY P. JORISSEN
Secretary
Dated: April 17, 1998
15
<PAGE> 18
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
With- For All
1. Election of Directors. For hold Except
/ / / / / /
MILTON M. SHIFFMAN AND CLUNET R. LEWIS
2. THE ABOVE-APPOINTED PROXIES ARE AUTHORIZED TO VOTE UPON ALL MATTERS
INCIDENTAL TO THE CONDUCT OF THE ANNUAL MEETING AND SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE ANNUAL MEETING IN ACCORDANCE WITH THEIR BEST
JUDGMENT.
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THAT NOMINEES NAME. YOUR
SHARES SHALL BE VOTED FOR THE REMAINING NOMINEES.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date
----------------------
Shareholder sign here Co-owner sign here
---------------------- ------------------
Mark box at right if comments or address change have been noted on the [ ]
reverse side of this card.
DETACH CARD
SUN COMMUNITIES, INC.
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your rights to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Sun Communities, Inc.
<PAGE> 19
SUN COMMUNITIES, INC.
31700 MIDDLEBELT ROAD, SUITE 145
FARMINGTON HILLS, MICHIGAN 48334
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON JUNE 5, 1998.
The undersigned hereby appoints Milton M. Shiffman and Gary A. Shiffman, or
either of them, as attorneys and proxies of the undersigned shareholder, with
full power of substitution, to vote on behalf of the undersigned and in his or
her name and stead, all shares of the common stock of Sun Communities, Inc.,
(the "Company") which the undersigned would be entitled to vote if personally
present at the Company's Annual Meeting of Shareholders to be held at the Novi
Hilton, 21111 Haggerty Road, Novi, Michigan 48375 on Friday, June 5, 1998, and
at any adjournments thereof.
The undersigned shareholder acknowledges receipt of the notice of Annual
Meeting and Proxy Statement dated April 17, 1998.
The giving of this Proxy does not affect the right of the undersigned
shareholder to vote in person should the undersigned shareholder attend the
Annual Meeting. This Proxy may be revoked at any time before it is voted.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR
SUCH PROPOSAL.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES OF
AMERICA.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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