PRELIMINARY PROXY MATERIAL
DATED APRIL 14, 1997
AMERICAN ASSET ADVISERS TRUST, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 1997
To our Stockholders:
The annual meeting of stockholders of American Asset
Advisers Trust, Inc. (The "Company") will be held at Eight
Greenway Plaza, Suite 824, Houston, Texas on Monday, June 9, 1997
at 2:00 p.m., CDT, for the following purposes:
(1) to elect three directors each for a term of one year; and
(2) to transact such other business as may properly come before
the meeting.
Only stockholders of record at the close of business March 19, 1997,
will be entitled to notice of and to vote at the meeting or any adjournments
thereof.
Dated: April ___, 1997.
By order of the Board of Directors,
/s/ H. Kerr Taylor
H. Kerr Taylor
Secretary
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE
PROXY IN THE ENCLOSED ENVELOPE. IN ORDER TO AVOID
THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER
SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN
YOUR PROXY PROMPTLY.
PRELIMINARY PROXY MATERIAL
DATED APRIL 14, 1997
AMERICAN ASSET ADVISERS TRUST, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
MONDAY, JUNE 9, 1997
The accompanying Proxy is solicited by the Board of
Directors of American Asset Advisers Trust, Inc. (the "Company")
for use at the Annual Meeting of Stockholders to be held on
Monday, June 9, 1997, at 2:00 p.m., CDT, at Eight Greenway Plaza,
Suite 824, Houston, Texas or at any adjournment(s) thereof (the
"Annual Meeting"). Giving the Proxy will not in any way affect
the stockholder's right to attend the Annual Meeting and to vote
in person. Any stockholder executing a Proxy has the power to
revoke the Proxy at any time before it is voted by (i) executing
a subsequently dated Proxy; (ii) filing a written request to
revoke or amend his (or her) Proxy with the Secretary of the
Company at the principal executive offices of the Company; or
(iii) attending the Annual Meeting and revoking the Proxy prior
to the start of the Annual Meeting.
A Proxy card is enclosed for your use. A Proxy which is
properly signed, dated, returned and not revoked will be voted in
accordance with the instructions contained therein. Unless
authority to vote for the election of directors (or for any one
or more nominees) is withheld, proxies will be voted FOR the
slate of three directors proposed by the Board of Directors.
Discretionary authority is provided in the Proxy as to any
matters not specifically referred to therein. Management is not
aware of any other matters which are likely to be brought before
the Annual Meeting. However, if any such matters properly come
before the Annual Meeting, it is understood that the Proxy holder
or holders are fully authorized to vote thereon in accordance
with his or their judgment and discretion.
The cost of soliciting proxies will be borne by the Company.
In addition to the solicitation of proxies by use of the mails,
certain officers and regular employees (who will receive no
compensation therefor in addition to their regular salaries) may
be used to solicit proxies personally and/or by telephone or
telegraph. In addition, banks, brokers and other custodians,
nominees and fiduciaries will be requested to forward copies of
the Proxy material to their principals and to request authority
for the execution of proxies. The Company will reimburse such
persons for their expenses in doing so.
This Proxy Statement and the accompanying Proxy, together
with a copy of the 1996 Annual Report which includes the
financial statements of the Company for the fiscal year ended
December 31, 1996, are being mailed to all stockholders entitled
to vote at the Annual Meeting. The 1996 Annual Report is not to
be considered part of the proxy solicitation materials.
1
Security Ownership of Directors and Executive Officers
The following table sets forth certain information as to the
number of shares of common stock beneficially owned as of March
18, 1997, (a) by each person (including any "group" as that term
is used in Section 13(d)(3) of the Exchange Act) who is known to
the Company to own beneficially 5% or more of the common stock,
(b) by each Director and nominee for Director, and (c) by all
executive officers and Directors of the Company as a group.
As of March 18, 1997, there were 1,336,282 shares of common
stock outstanding. In addition, at December 31, 1996 there were
504,126 common stock purchase warrants ("warrants") outstanding,
each of which entitles the holder to purchase, during the period
which is between the 36th month and 48th month, inclusive, after
March 17, 1994, one share of common stock at $9.00 per share. No
exercise of the warrants has been assumed in the computation of
ownership percentages presented below.
Amount & Nature of Percentage
Directors & Nominees Beneficial Ownership of Class
H. Kerr Taylor 20,201 Shares (1) Less than 2%
George McCanse, Jr. 500 Shares Less than 1%
Robert S. Cartwright, Jr. 1,250 Shares Less than 1%
Officers & Directors As a Group 21,951 Shares Less than 2%
(1) 200 Shares are owned directly and 20,001 Shares are beneficially
owned by American Asset Advisers Realty Corporation ("AAA"). The
Common Stock of AAA is wholly owned by H. Kerr Taylor.
As of March 18, 1997, no person (or any "group" as that term
is used in Section 13(d)(3) of the Exchange Act) is known to the
Company to own beneficially 5% or more of the common stock.
2
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Members of the Board of Directors serve until the Company's
next annual meeting or until their successors are elected and
qualify, in accordance with the Company's Articles of
Incorporation and By-Laws. The number of Directors constituting
the full Board of Directors of the Company currently is three.
The By-Laws of the Company provide that a majority of the
Company's Board of Directors shall at all times consist of
Independent Directors. Each of the present Directors has been
nominated for re-election.
Unless you indicate to the contrary, the persons named in
the accompanying Proxy will vote your shares FOR the election of
the Director nominees named below, all of whom are currently
Directors of the Company. Election of the nominees requires the
affirmative vote of a majority of the votes cast by the holders
of the outstanding shares of common stock. In the event that any
of the nominees should become unable or unwilling to serve as a
Director prior to the annual meeting, the Company reserves the
right to adjourn the Annual Meeting and re-solicit proxies for a
substitute nominee. It is not anticipated that any of the
nominees will be unable or unwilling to serve as a Director.
Biographical information concerning each of the nominees and
present Directors is set forth below.
<TABLE>
Present Directors Who Are Nominated for Re-election
<CAPTION>
Director's Name Age Principal Occupation Director Term to
Since Expire
<S> <C> <C> <C> <C>
H. Kerr Taylor 46 Chairman of the Board, 1993 1997
Chief Executive Officer
and President of the
Company
Robert S. Cartwright, Jr.* 47 Professor of Computer 1993 1997
Science at Rice University
George A. McCanse, Jr.* 43 President of Value OnLine, 1993 1997
Inc. an online computer
communications/data access
service for the commercial
real estate valuation
<FN> industry
<F1>
* Denotes Independent Directors
</FN>
</TABLE>
* H. Kerr Taylor has been the Chairman of the Board, Chief
Executive Officer and President of the Company since its
inception in August, 1993. Mr. Taylor has been an attorney
since 1979, has earned an M.B.A. at Southern Methodist
University, is a real estate broker and has over 20 years of
experience as a specialist in acquiring income-producing
real properties. He has been involved in the development,
analysis, marketing and management of private investment and
public programs, investing in property since 1975. Mr.
Taylor is the president, sole director, and the sole
shareholder of American Asset Advisers Realty Corp. ("AAA"),
a company founded in April, 1989, to provide real estate
management services to the Company and its affiliates. From
1995, Mr. Taylor served as a director, and then, as a non-voting
advisatory director, of Park National Bank of Houston
3
until February 1996, at which time Park National Bank of
Houston was purchased by Frost Bank. He has also served on
the Board of Directors of a charitable institution. Mr.
Taylor is a member of the Texas Association of Realtors and
the Texas Bar Association and a former member of the
American Bar Association.
* Robert S. Cartwright, Jr. is currently a Professor of
Computer Science at Rice University. Professor Cartwright
earned a Bachelors Degree, Magna Cum Laude, in Applied
Mathematics from Harvard College and a Doctoral Degree in
Computer Science from Stanford University in 1977. Professor
Cartwright joined the faculty of Rice University in July,
1980, as Associate Professor of Computer Science. In July,
1986, he was promoted to the rank of Professor. During his
16 years as a faculty member at Rice University, he has
twice served as Chairman of the Computer Science Department
during 1985-1986 and 1989-1990.
* George A. McCanse, Jr. is the President of Value OnLine,
Inc., an online computer communications and data access
service for the commercial real estate valuation industry.
Mr. McCanse is a member of the Appraisal Institute (MAI
Designation), the Pension Real Estate Association, and the
International Council of Shopping Centers. He is also a
participating member of the Valuation Committee of the
National Council of Real Estate Investment Fiduciaries. Mr.
McCanse holds a B.B.A. degree from the University of Texas
and has pursued graduate level studies in real estate,
architecture and finance. He has also been involved in real
estate investing and development, including the acquisition
and sale of over $150 million of real estate during the
1970's and 1980's.
Management recommends you vote FOR the re-election of these
nominees and your proxy will be so voted unless you specify
otherwise.
4
OTHER BUSINESS
The Company is not aware of any business to be acted upon at
the Annual Meeting other than that which is explained in this
Proxy Statement. In the event that any other business calling for
a vote of the stockholders is properly presented at the meeting,
the holders of the proxies will vote your shares in accordance
with their best judgment.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The Board of Directors has fixed the close of business on
March 19, 1997, as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual
Meeting. As of March 19, 1997, there were issued and outstanding
1,336,282 shares of common stock of the Company, each share
having one vote.
MEETINGS AND CERTAIN COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year 1996, the Board of Directors held ten
meetings. No Director attended less than 75% of the meetings.
Audit Committee
The Board of Directors has established an Audit Committee
consisting solely of Robert S. Cartwright, Jr., an Independent
Director. The duties of the Audit Committee include:
(i) recommending independent auditors to the Company;
(ii) reviewing with the independent auditors of the Company the
scope of the audit, audit fees, the audit report and the
management letter, (iii) reviewing with management and the
independent auditors the financial condition of the Company for
the year; (iv) reviewing and approving nonaudit services, if any,
by the independent auditors; and (v) consulting with the
independent auditors and, if necessary, with internal financial
personnel of the Company, with regard to the adequacy of internal
controls.
Compensation Committee
The Compensation Committee consists of three Directors,
H. Kerr Taylor, Robert S. Cartwright, Jr., and George A. McCanse.
The duties of the Compensation Committee include: (i) the setting
of annual compensation for officers and other key personnel; and
(ii) the establishment and supervision of bonus, deferred
compensation and similar awards and plans for officers, directors
and key personnel. The Compensation Committee met at the same
time as the entire Board met.
5
Compensation of Directors
The Company pays each non-employee Director a fee of $500
for each meeting in which they participate. In addition, the
Company will reimburse the Directors, including those who are
also employees of the Company, for travel and other expenses
incurred in connection with their duties as Directors.
OFFICERS OF THE COMPANY
Current Officers
Officer of
the Company
Name Age Principal Occupation Since
H. Kerr Taylor 46 Chairman of the Board, Chief 1993
Executive Officer, President
and Secretary
Phil P. Moss 66 Executive Vice President 1993
L. Larry Mangum 32 Vice President and Treasurer 1996
Business Experience
Information concerning the business experience of Mr. Taylor
is provided under the section entitled "Proposal No. 1 - Election
of Directors."
Phil P. Moss has served as Executive Vice President since
the inception of the Company in August, 1993. Mr. Moss has also
been the Executive Vice President of AAA, a company owned by Mr.
Taylor, since April 1, 1993. Prior to that he served as Vice
President of AAA from April 1, 1989. Mr. Moss has been involved
as a real estate investor and owning, managing, and operating
shopping centers, office buildings, apartment projects, retail
outlets and various other properties for over twenty-five years.
He received his B.B.A. degree from the University of Texas.
L. Larry Mangum serves as Vice President and Treasurer of
the Company. Mr. Mangum is the Vice President of Finance of AAA.
Mr. Mangum is responsible for the financial accounting and
reporting relating to the AAA-sponsored partnerships and their
properties. He has over 9 years of accounting experience,
including four years with a public accounting firm. He
previously worked for American General Corporation, a national
insurance company, from 1991-1996 as part of a team responsible
for supervising their reporting activities. Mr. Mangum received
a B.B.A. degree in accounting from Stephen F. Austin State
University and subsequently earned the CPA designation.
6
Terms of Office; Relationships
The officers of the Company are elected annually by the
Board of Directors at the annual meeting of the Board of
Directors held following each Annual Meeting of Stockholders, or
as necessary and convenient in order to fill vacancies or newly
created offices. Each officer holds office until his or her
successor is duly elected and qualified or until his or her
death, resignation or removal, if earlier. Any officer or agent
elected or appointed by the Board of Directors may be removed by
the Board of Directors whenever in its judgment the best interest
of the Company will be served thereby, but such removal shall be
without prejudice to the contractual rights, if any, of the
person so removed.
There are no family relationships among the officers or between
the officers and the Directors. There are no special or
undisclosed arrangements or understandings between any officer
and any other person pursuant to which that officer or Director
was selected.
COMPENSATION OF EXECUTIVE OFFICERS
During 1996, the Chief Executive Officer, H. Kerr Taylor,
who also holds the position of President and Chairman of the
Board, received no salary, bonus, stock options or any other
remuneration from the Company. Neither of the Company's executive
officers individually or in the aggregate received remuneration
exceeding $100,000 during 1996.
On August 22, 1995, the Board of Directors approved a
special compensation payment for the president in the amount of
$150,000 for services provided from August 1993 through August
1995. The president has received no other compensation from the
Company for serving as its president. In connection with the
special compensation payment, the Company executed a demand note
in the amount of $150,000, the payment of which could not be
demanded prior to the earlier of July 15, 1996 or the receipt of
$10,000,000 from the Company's initial public offering. The note
is payable in cash or shares depending on the availability of
cash for such payment. No compensation arrangements were
considered by the Directors prior to August 22, 1995, because in
their judgement, the Company had not raised sufficient funds to
award such compensation. The compensation had not been accrued
prior to August 22, 1995 because its payment was uncertain and
the level of compensation had not been determined until the
August 1995 meeting of the Board of Directors. As of the
termination of the initial public offering in March 1996, the
Company had raised in excess of $10,000,000. Although the
president can demand payment on the note, such demand has not
been made. The decision regarding the nature of the payment,
whether in stock or cash, will be made by the Board of Directors
at the time the president demands payment. In consideration that
no payment has been demanded by the president for the special
compensation payment, the Board of Directors approved at its
August 1, 1996 meeting the payment of interest to the president
on the outstanding note at an annual rate of 8%. This interest
payment will be paid in cash or in stock.
7
No decisions as yet have been made with respect to any
additional compensation for any period after August 1995. The
Board of Directors commissioned an external study with respect to
the amount and type of compensation which could be paid in the
future to officers and/or directors, as well as the contingencies
and performance standards on which compensation will be
determined. The compensation portion of the study has been
completed and will be considered at such time as the Board
determines in the future to consider a new compensation
arrangement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as follows, there have been no transactions, or
series of similar transactions, since the beginning of the
Company's last fiscal year, nor are there any currently proposed
transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in
which the amount involved exceeds $60,000, and in which any
director or officer of the Company (or any investor beneficially
owning more than 5% of any class of the Company's voting
securities) had, or will have, a direct or indirect material
interest:
AAA was paid a total of $222,785 in acquisition fees related
to the purchase of properties by the Company.
On October 27, 1994, the Company entered into a joint
venture agreement with AAA Net Realty Fund X, Ltd. ("Fund X"), an
affiliated partnership for the purchase of a property at a total
cost of $1,636,157. The Company's interest in the joint venture
is 54.84%. On September 12, 1995, the Company entered into a
joint venture agreement with AAA Net Realty Fund XI, Ltd. ("Fund
XI"), an affiliated partnership for the purchase of a property at
a total cost of $1,793,963. The Company's interest in the joint
venture is 51%. On April 5, 1996, the Company entered into a
joint venture agreement with Fund X and Fund XI for the purchase
of a property at a total cost of $3,672,169. The property was
purchased on September 11, 1996 after construction was completed.
The Company's interest in the joint venture is 51.9%. On
September 23, 1996, the Company entered into a joint venture
agreement with Fund XI for the purchase of a property at a total
cost of $531,693. The Company's interest in the joint venture is
51%. On December 11, 1996, the Company entered into a joint
venture agreement with Fund XI for the purchase of a property to
be constructed at a total cost of approximately $2,670,000. The
Company's interest in the joint venture is 51%. H. Kerr Taylor
is the individual general partner in Fund X and Fund XI,
respectively, and owns a significant interest in the corporations
which serve as the managing general partners of Fund X and Fund
XI, respectively.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountant is Deloitte &
Touche LLP ("Deloitte & Touche"). Deloitte & Touche has served
the Company in this capacity since the Company's inception in
August, 1993. Representatives of Deloitte & Touche are not
expected to be present at the Annual Meeting of Stockholders on
Monday, June 9, 1997.
8
PROPOSALS OF STOCKHOLDERS
Any proposal submitted by a stockholder intended for
presentation at the Company's 1998 Annual Meeting of Stockholders
and received at the Company's executive offices no later than
December 8, 1998, will be included in the Company's Proxy
Statement and proxy related to such Annual Meeting subject to
approval by the Board of Directors.
YOU ARE URGED TO SEND IN YOUR EXECUTED PROXY PROMPTLY.
9
PRELIMINARY PROXY MATERIAL
DATED APRIL 14, 1997
_____________________________________________________
PROXY
_____________________________________________________
AMERICAN ASSET ADVISERS TRUST, INC.
Annual Meeting June 9, 1997
This proxy, when properly executed, will be voted in accordance
with the specifications made below. If no direction is made this
proxy will be voted FOR Proposal 1.
1. RE-ELECT H. KERR TAYLOR, ROBERT S. CARTWRIGHT, JR. AND
GEORGE A. McCANSE, JR. AS DIRECTORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(to withhold your vote for any individual nominee, strike out his name)
2. IN THE STOCKHOLDER'S DISCRETION, ON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENTS THEREOF.
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE
COMPANY.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY STATEMENT PROMPTLY
USING THE ENCLOSED ENVELOPE.
AMERICAN ASSET ADVISERS TRUST, INC.
ANNUAL MEETING JUNE 9, 1997
The undersigned having received the notice an accompanying Proxy
Statement for said meeting hereby appoints, H. Kerr Taylor, with
the power to appoint his substitute, and hereby authorizes him to
represent and to vote all of the undersigned's shares of Common
Stock of the Company, held of record on March 19, 1997, at the
Annual Meeting of Stockholders to be held on June 9, 1997, or at
any adjournments thereof. The above Proxy is hereby instructed
to vote as shown on the reverse side of this page.
Date ________________________________, 1997
__________________________________________
__________________________________________
Signature of Stockholder(s)
(Joint owners must each sign. Please sign exactly
as your name(s) appear(s) on this Proxy.
When signing as an attorney, trustee, executor,
administrator or guardian, please give your full
title. If signer is a corporation, please sign the full
corporation name and full title of signing officer.)
