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 (the "Exchange Act")
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
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
AMREIT, INC.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(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 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
AMREIT, INC.
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AMREIT, INC.
8 Greenway Plaza, Suite 824
Houston, Texas 77046
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 30, 2000
To Our Stockholders:
You are invited to attend the annual meeting of stockholders of AmREIT,
Inc., which will be held at 8 Greenway Plaza, Suite 824, Houston, Texas, on
Friday, June 30, 1999, at 10:00 a.m., Houston time. The purpose of the meeting
is to vote on the following proposals:
Proposal 1: To elect five directors to serve for a one year term, and
until their successors are elected and qualified.
Proposal 2: To ratify the selection of Deloitte & Touche LLP as our
independent auditors for the fiscal year ending December
31, 2000.
Proposal 3: To transact any other business that may properly be
brought before the annual meeting or any adjournments
thereof.
The Board of Directors has fixed the close of business on May 15, 2000
as the record date for determining stockholders entitled to notice of and to
vote at the annual meeting. A form of proxy card and a copy of our annual
report to stockholders for the fiscal year ended December 31, 1999 are enclosed
with this notice of annual meeting and proxy statement.
Your proxy vote is important. Accordingly, you are asked to complete,
date, sign and return the accompanying proxy whether or not you plan to attend
the annual meeting. If you plan to attend the annual meeting to vote in person
and your shares are in the name of a broker or bank, you must secure a proxy
from the broker or bank assigning voting rights to you for your shares.
BY ORDER OF THE BOARD OF DIRECTORS
H. Kerr Taylor
Chairman of the Board, Chief Executive
Officer, President and Secretary
May 25, 2000
Houston, Texas
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PROXY STATEMENT
AmREIT, Inc.
8 Greenway Plaza, Suite 824
Houston, Texas 77046
ANNUAL MEETING OF STOCKHOLDERS
Friday, June 30, 2000
The Board of Directors of AmREIT, Inc. is soliciting proxies to be used
at the 2000 annual meeting of stockholders to be held at 8 Greenway Plaza, Suite
824, Houston, Texas, on Friday, June 30, 2000, at 10:00 a.m., Houston time. This
proxy statement, accompanying proxy and annual report to stockholders for the
fiscal year ended December 31, 1998 are first being mailed to stockholders on or
about May 25, 2000. Although the annual report is being mailed to stockholders
with this proxy statement, it does not constitute part of this proxy statement.
Who Can Vote
Only stockholders of record as of the close of business on May 15,
2000, are entitled to notice of and to vote at the annual meeting. As of May 15,
2000, we had 2,384,166.446 shares of common stock outstanding, less 11,372.5275
shares of common stock held as treasury shares. Each common stockholder of
record on the record date is entitled to one vote on each matter properly
brought before the annual meeting for each share of common stock held.
How You Can Vote
Stockholders cannot vote at the annual meeting unless the stockholder
is present in person or represented by proxy. You are urged to complete, sign,
date and promptly return the proxy in the enclosed postage-paid envelope after
reviewing the information contained in this proxy statement and in the annual
report. Valid proxies will be voted at the annual meeting and at any
adjournments of the annual meeting as you direct in the proxy.
Revocation of Proxies
You may revoke your proxy at any time prior to the start of the annual
meeting in three ways:
(1) by delivering written notice to our Secretary, Charles C. Braun, at
AmREIT, Inc., 8 Greenway Plaza, Suite 824, Houston, Texas, 77046;
(2) by submitting a duly executed proxy bearing a later date; or
(3) by attending the annual meeting and voting in person.
Voting by proxy will in no way limit your right to vote at the annual
meeting if you later decide to attend in person. If your shares are held in the
name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, to be able to vote at the annual meeting. If no
direction is given and the proxy is validly executed, the shares represented by
the proxy will be voted as recommended by our board of directors. The persons
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authorized under the proxies will vote upon any other business that may properly
come before the annual meeting according to their best judgment to the same
extent as the person delivering the proxy would be entitled to vote. At the time
of mailing this proxy statement, we did not anticipate that any other matters
would be raised at the annual meeting.
Required Vote
The presence, in person or represented by proxy, of the holders of a
majority of our common stock (1,186,373 shares) entitled to vote at the annual
meeting is necessary to constitute a quorum at the annual meeting. However, if a
quorum is not present at the annual meeting, a majority of the stockholders,
present in person or represented by proxy, have the power to adjourn the annual
meeting until a quorum is present or represented.
The affirmative vote of the holders of a majority of the shares of our
common stock present in person or represented by proxy is required to elect
directors.
The affirmative vote of the holders of a majority of the shares of our
common stock present in person or represented by proxy is required to approve
all other matters to be voted upon at our annual meeting.
Cost of Proxy Solicitation
The cost of soliciting proxies will be borne by us. Proxies may be
solicited on our behalf by our directors, officers or employees in person, by
telephone, facsimile or by other electronic means.
In accordance with SEC regulations, we will also reimburse brokerage
firms and other custodians, nominees and fiduciaries for their expenses incurred
in sending proxies and proxy materials and soliciting proxies from the
beneficial owners of shares of our common stock.
GOVERNANCE OF THE COMPANY
Pursuant to our articles of incorporation and our bylaws, our business,
property and affairs are managed under the direction of our board of directors.
Members of our board are kept informed of our business through discussions with
the Chairman of the Board and officers, by reviewing materials provided to them
and by participating in meetings of our board and its committees. During fiscal
year 1999, our board of directors held six meetings. No director attended less
than 80% of the total number of board of directors and committee meetings.
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Committees of the Board of Directors
Executive Audit Compensation Board Officer
Name Committee Committee
---- --------- --------- --------- ----- -------
H. Kerr Taylor* x x x x
Robert S. Cartwright, Jr. x x x
George A. McCanse, Jr.** x x x
_______
* Chairman
** Mr. McCanse has resigned his position as director effective June 30, 2000.
During fiscal year 1999, our board of directors had two ongoing
committees: an audit committee and a compensation committee.
The audit committee consists of both independent director, Robert S.
Cartwright, Jr. and Goerge A. McCanse, Jr. The functions of the audit committee
include recommending to our board the appointment of independent auditors,
approving the services provided by the independent auditors, reviewing the range
of audit and nonaudit fees and considering the adequacy of our internal
accounting controls.
The compensation committee consists of three directors. The functions
of the compensation committee include establishing the compensation of executive
officers and key employees and administering management incentive compensation
plans.
Compensation of Directors
During fiscal year 1999, each non-employee director received a monthly
fee of $1,000 for their services. In addition, we reimbursed all of our
directors for travel and other expenses incurred in connection with their duties
as directors.
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SHARE OWNERSHIP OF MAJOR STOCKHOLDERS,
DIRECTORS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of March 31, 2000 by (1) each person
known by us to own beneficially more than 5% of our outstanding common stock,
(2) each current director, (3) each current named executive officer, and (4) all
current directors and current named executive officers as a group. Unless
otherwise indicated, the shares listed in the table are owned directly by the
individual, or by both the individual and the individual's spouse. Except as
otherwise noted, the individual had sole voting and investment power as to
shares shown or, the voting power is shared with the individual's spouse.
Amount and Nature of
Name Beneficial Ownership Percent of Class
---- -------------------- ----------------
H. Kerr Taylor 262,061 11.04%
George A. McCanse, Jr.** 770 *
Robert S. Cartwright, Jr. 2,166 *
(All directors and executive
officers as a group) 265,002 11.17%
_________
* Less than 1%.
** Mr. McCanse has resigned his position as director effective June 30, 2000.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers and persons who own more than 10%
of a registered class of our equity securities, to file reports of holdings and
transactions in our securities with the SEC. Executive officers, directors and
greater than 10% beneficial owners are required by applicable regulations to
furnish us with copies of all Section 16(a) forms they file with the SEC.
Based solely upon a review of the reports furnished to us with respect
to fiscal year 1999, we believe that all SEC filing requirements applicable to
our directors and executive officers were satisfied.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the annual meeting, five directors will be elected by the
stockholders, each director to serve until his successor has been duly elected
and qualified, or until the earliest of his death, resignation or retirement.
The persons named in the enclosed proxy will vote your shares as you
specify on the enclosed proxy form. If you return your properly executed proxy
but fail to specify how you want your shares voted, the shares will be voted in
favor of the nominees listed below. Our board of directors has proposed the
following nominees for election as directors at the annual meeting.
Nominees
H. Kerr Taylor - Mr. Taylor has been our Chairman of the Board of
Directors, Chief Executive Officer and President since August 1993. Mr. Taylor
was president, director and sole shareholder of American Asset Advisers Realty
Corp. from 1989 to June 1999. Mr. Taylor is a graduate of Trinity University.
Mr. Taylor also received a Masters of Business Degree from Southern Methodist
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University and a Doctor of Jurisprudence from South Texas College of Law. Mr.
Taylor has over twenty years experience and has participated in over 300 real
estate transactions. Mr. Taylor has served on a board and governing bodies of a
bank, numerous private and public corporations and charitable institutions. Mr.
Taylor is a member of the National Board of Realtors, the Texas Association of
Realtors and the Texas Bar Association. Age: 49.
Robert S. Cartwright, Jr. - Mr. Cartwright has been a Director since
1993. Mr. Cartwright is a Professor of Computer Science at Rice University. Mr.
Cartwright earned a bachelor's degree magna cum laude in Applied Mathematics
from Harvard College in 1971 and a doctoral degree in Computer Science from
Standard University in 1977. Mr. Cartwright has been a member of the Rice
faculty since 1980 and twice served as department Chair. Professor Cartwright
has compiled an extensive record of professional service. He is a Fellow of the
Association for Computing Machinery (ACM) and chair of the ACM Pre-College
Education Committee. He is also a member of the Board of Directors of the
Computing Research Association, an umbrella organization representing academic
and industrial computing researchers. Professor Cartwright has served as a
charter member of the editorial boards of two professional journals and has
chaired several major ACM conferences. From 1991-1996, he was a member of the
ACM Turing Award Committee, which selects the annual recipient of the most
prestigious international prize for computer science research. Age: 50.
G. Steven Dawson - Mr. Dawson has been nominated and approved by the
current board of directors to serve as our board member in 2000. Since 1990, Mr.
Dawson has served as senior vice president and chief financial officer of Camden
Property Trust, a public real estate company which specializes in the
acquisition, development, and management of over 159 apartment communities
throughout the United States, with major concentrations in Dallas, Houston, Las
Vegas and the Tampa/Orlando areas. Prior to 1990, Mr. Dawson served in various
related capacities with companies involved in commercial real estate including
land and office building development as well as the construction and management
of industrial facilities located on airports throughout the country. He
currently serves on the board of two private companies and various charitable
organizations. Age: 42.
Bryan L. Goolsby - Mr. Goolsby has been nominated and approved by the
current board of directors to serve as our board member in 2000. Mr. Goolsby is
a partner at the law firm of Locke Liddell & Sapp LLP practicing in the area of
corporate and securities. Mr. Goolsby is a member of the National Association of
Real Estate Investment Trusts and the Pension Real Estate Association, and is
the executive editor of the REIT REVIEW, a quarterly publication addressing
legal and business issues relevant to the real estate investment trust industry.
Mr. Goolsby has a bachelor's degree from Texas Tech University and a Doctor of
Jurisprudence from the University of Texas, and is also a Certified Public
Accountant. Mr. Goolsby is currently an associate board member at the Edwin L.
Cox School of Business at Southern Methodist University and is a member of the
board of the Junior Achievement of Dallas. Age: 49.
Phillip Taggart - Mr. Taggart has been nominated and approved by the
current board of directors to serve as our board member in 2000. Mr. Taggart has
specialized in investor relations activities since 1964 and is the chairman and
chief executive officer of The Philip Taggart Company. He is the co-author of
the book Taking Your Company Public, and has provided communications services
for 58 initial public offerings, more than 200 other new issues, 210 mergers and
acquisitions, 3,500 analyst meetings and annual and quarterly reports for over
25 years. Mr. Taggart serves on the boards of International Expert Systems, Inc.
and Salon Group International and served on the board of the Foundation of Texas
State Technical College for 10 years. A distinguished alumnus of the University
of Tulsa, he also has been a university instructor in investor relations at the
University of Houston.
The Board of Directors unanimously recommends that you vote FOR the
election of directors as set forth in Proposal One. Proxies solicited by the
Board of Directors will be so voted unless you specify otherwise in your proxy.
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PROPOSAL TWO
RATIFICATION OF INDEPENDENT AUDITORS
Based upon the recommendation of the audit committee, the stockholders
are urged to ratify the appointment by our board of directors of Deloitte &
Touche LLP as independent auditors for the fiscal year ending December 31, 2000.
Deloitte & Touche has served as our independent auditor since our inception in
August, 1993 and is familiar with our affairs and financial procedures.
Representatives of Deloitte & Touche are not expected to be present at the
annual meeting.
The Board of Directors unanimously recommends that you vote FOR this
proposal. Proxies solicited by the Board of Directors will be so voted unless
you specify otherwise in your proxy.
MANAGEMENT
Name Age Principal Occupation
H. Kerr Taylor* 49 Chairman of the Board,
Chief Executive Officer,
and President
Charles C. Braun* 28 Treasurer, Secretary and
Vice President of Finance
Tom Pagel 53 Director of Real Estate
and Acquisitions
Jim O'Neill 37 Controller
Presley Bottoms 65 Construction Manager
* Executive Officers
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Business Experience
For a description of the business experience of Mr. Taylor, see
"Election of Directors" above.
Charles C. Braun - Mr. Braun serves as our Treasurer and Secretary. Mr.
Braun oversees the financial accounting and reporting and is responsible for
AmREIT's capital formation, debt placement and joint venture initiatives. He has
over six years of accounting and real estate experience, including five years
with Ernst & Young, LLP. At Ernst & Young, LLP, Mr. Braun served as a manager in
the real estate advisory services group and has provided extensive consulting
and audit services to a number of Real Estate Investment Trusts and private real
estate companies. These services included financial statement audits, portfolio
acquisition and disposition, real estate portfolio management, merger
integration and process improvement, financial analysis and due diligence. Mr.
Braun received a B.B.A degree in accounting and finance from Hardin Simmons
University and subsequently earned the CPA designation.
Thomas M. Pagel - Mr. Pagel serves as director of real estate and
oversees the company's real estate acquisition, sales and development activities
as well as the asset management of the company's real estate portfolio. Mr.
Pagel brings to AmREIT 25 years of real estate experience with some of the
industry's top companies. His accomplishments include expanding Trammell-Crow
Houston's fee management business from three projects to over thirty projects,
and directing the leasing, management, value enhancement, and sale of properties
worth over $275,000,000 for Camden, Goldman Sachs and American General. Mr.
Pagel received his B.A. degree from the University of Texas at Austin, is a
licensed Texas Real Estate Broker and a Certified Property manager (CPM). He is
a member of the National Association of Realtors, Institute of Property
Management and the International Council of Shopping Centers.
Jim O'Neill - Mr. O'Neill serves as corporate controller and oversees
the daily accounting activities of AmREIT and its affiliated partnerships, debt
placement and project financial reporting. Additionally, he is directly involved
in the SEC and financial reporting and supervises the accounting department. Mr.
O'Neill has 15 years of experience in financial accounting and reporting. Prior
to joining AmREIT, Mr. O'Neill served as controller at Continental Emsco in
Houston, Texas, Wedge Energy Group in Houston, Texas and Markborough Development
Company in Denver Colorado. Mr. O'Neill is a graduate of Texas A&M University,
where he received his B.B.A in accounting and subsequently earned the CPA
designation.
Presley Bottoms - Mr. Bottoms serves as construction manager and
oversees all development and construction projects. In his 30 years of
management in the commercial construction business, Mr. Bottoms has been
involved in all aspects of the business, from concept and design development to
close out. Prior to jointing AmREIT, Mr. Bottoms completed over twenty-five
retail construction projects representing over 1 million square feet as
construction manager for SCC Development Corporation. In addition, Mr. Bottoms
has been instrumental in the research of design and construction concepts to
improve labor and cost savings, material assessments for long lead time items
and has coordinated and monitored design activities for fast track schedules.
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Compensation of Executive Officers
Mr. Taylor, our Chairman of the Board, Chief Executive Officer and
President, received a salary of $30,000 during fiscal year ended December 31,
1999. None of our other executive officers received salary or bonus in excess of
$100,000 during the fiscal year ended December 31, 1999. In fiscal years ended
December 31, 1998 and 1997, none of our executive officers received any salary
or bonus.
Employment Agreement
We entered into a three year employment agreement with Mr. Taylor in
June 1998, which provides for an annual base salary of $25,000 and $30,000,
respectively, for the first two years. His compensation for the third year, as
well as any cash or non-cash bonuses which may be paid to him during the term of
the agreement will be determined in the discretion of our Board of Directors. He
will also be entitled to such group life, hospitalization and disability
insurance as we may provide to our other senior executives. The agreement
provides for severance payments in the event of his death or disability, if we
terminate him without cause or if he terminates the agreement for good reason.
In any such event, he will be entitled to receive a cash payment equal to his
annual base salary at the time of termination, health benefits for a period of
twelve months following such termination and immediate vesting of any of our
stock options then held by him. In addition, his termination would obligate us
to repurchase his stock. For the purposes of the agreement, "cause" for
termination by us includes his conviction or nolo contendere to any felony or
misdemeanor involving moral turpitude or the indictment therefore which is not
discharged or otherwise resolved within eighteen months, his commission of an
act of fraud, theft or dishonesty, his willful or continuing failure to perform
his duties, any material violation of his employment covenants or his willful
and continuing uncured breach of his employment terms. "Good reason" for his
termination of the agreement includes the material reduction of his duties or
responsibilities or assignment to him of duties materially inconsistent with his
position or positions with us, a reduction in his base salary, the occurrence of
an event of acceleration (as described in the employment agreement) in payment
of the share balance as discussed above, or our uncured material and willful
breach of his employment terms. He will not be entitled to receive any
additional compensation, except that which was due and payable to him through
the date of termination, in the event he is terminated by us for cause or he
terminates his employment without good reason.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 5, 1998, our shareholders voted to approve an agreement and
plan of merger with American Asset Advisers Realty Corp., whereby Mr. Taylor,
the sole stockholder of American Asset Advisers Realty Corp., agreed to exchange
100% of the outstanding common stock of American Asset Advisers Realty Corp. for
up to 900,000 shares of our common stock. As a result of the merger, we became a
fully integrated, self-administered real estate investment trust. Effective June
5, 1998, we issued Mr. Taylor 213,260 shares of common stock and he has the
right to receive up to an additional 686,740 shares of our common stock over a
six year period, to the extent certain goals are achieved after the merger.
Since June 5, 1998, Mr. Taylor has not earned any of the additional 686,740
shares of our common stock.
STOCKHOLDER PROPOSALS
To be included in the proxy statement, any proposals of holders of
common stock of the Company intended to be presented at the annual meeting of
stockholders of the company to be held in 2001 must be received by the Company,
addressed to the Mr. Charles C. Braun, secretary of the company, 8 Greenway
Plaza, Suite 824, Houston, Texas, 77046, no later than March 2, 2001 and must
otherwise comply with the requirements of Rule 14a-8 under the Securities
Exchange Act of 1934.
Any holder of common stock of the company desiring to bring business
before the 2001 annual meeting of stockholders in a form other than a
stockholder proposal in accordance with the preceding paragraph must give
written notice that is received by the company, addressed to Mr. Charles C.
Braun, the secretary of the company, 8 Greenway Plaza, Suite 824, Houston,
Texas, 77046, no later than May 16, 2001.
ANNUAL REPORT
We have provided without charge a copy of the annual report to
stockholders for fiscal year 1999 to each person being solicited by this proxy
statement. Upon the written request by any person being solicited by this proxy
statement, we will provide without charge a copy of the Annual Report on Form
10-K as filed with the SEC (excluding exhibits, for which a reasonable charge
shall be imposed). All requests should be directed to: H. Kerr Taylor, Chairman
of the Board, Chief Executive Officer, President and Secretary at AmREIT, Inc.,
8 Greenway Plaza, Suite 824, Houston, Texas 77046.
