SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule 240.14a-12
Inland Real Estate Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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INLAND REAL ESTATE CORPORATION
2901 Butterfield Road
Oak Brook, Illinois 60523
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
_______________
To the Stockholders of
Inland Real Estate Corporation
Please be advised that the annual meeting of stockholders of Inland Real
Estate Corporation, a Maryland corporation (the "Company"), will be convened at
the executive offices of the Company, 2901 Butterfield Road, Oak Brook, Illinois
on March 19, 1998, at 9:00 a.m. central standard time (the "Annual Meeting").
All stockholders of record of the Company as of the close of business on
January 31, 1998 (the "Stockholders") are entitled to attend the Annual Meeting.
At the Meeting, you will be asked:
(1) To elect five (5) directors to hold office until the next annual
meeting of Stockholders or otherwise as provided in the Company's Second
Articles of Amendment and Restatement;
(2) To concur in the selection of KPMG Peat Marwick LLP as the Company's
principal independent public accountants for the fiscal year ended December 31,
1998;
(3) To approve a proposal to amend the Company's "Investment Objectives
and Policies" to expand the geographic area in which the Company may acquire
properties from an area primarily within a 150 mile radius of the Company's
headquarters located in Oakbrook, Illinois to an area primarily within a 400
mile radius of the Company's headquarters and to permit the Company to acquire
"Community Centers" within that region;
(4) To approve a proposal to amend the Company's "Investment Objectives
and Policies" to permit the Company to enter into joint venture or partnership
arrangements with entities unaffiliated with the Company's Advisor (as defined
herein) or its affiliates;
(5) To approve a proposal to amend the Company's "Investment Objectives
and Policies" to permit the Company, subject to certain limitations, to
construct and develop properties and render services in connection therewith;
(6) To approve a proposal to amend Article VI, Section 6(a) and (b) of the
Company's Second Articles of Amendment and Restatement, to permit the Company to
indemnify its officers, employees and agents to the fullest extent permitted by
Maryland statutory or decisional law;
(7) To approve a proposal to amend Article V of the Company's Second
Articles of Amendment and Restatement to define the term "Prospectus"; and
(8) To transact such other business as may properly come before the Annual
Meeting, or any adjournment thereof.
The Board of Directors of the Company has fixed the close of business on
January 31, 1998, as the record date (the "Record Date") for the determination
of Stockholders entitled to notice of and to vote at the Meeting.
With respect to Proposal No. 1, the five individuals receiving the highest
number of votes will be elected as Directors. Approval of Proposal No. 2
requires the affirmative vote of a majority of the shares of the Company's
common stock present in person or represented by proxy and eligible to vote at
the Annual Meeting, a quorum being present. With respect to Proposal Nos. 3
through 7, approval requires the affirmative vote of a majority of the Company's
outstanding shares of common stock entitled to vote thereon. Accordingly,
whether or not you plan to attend the Annual Meeting, please complete, sign and
date the accompanying proxy card and return it in the enclosed postage-paid
envelope. You may revoke your proxy in the manner described in the accompanying
Proxy Statement at any time before it has been voted at the Annual Meeting. If
you attend the Annual Meeting, you may vote in person, even if you have
previously returned your proxy card. Your prompt cooperation will be greatly
appreciated. This solicitation is authorized by and is made on behalf of the
Company's board of directors.
Sincerely,
_________________________________
Robert D. Parks
President and
Chief Executive Officer
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS OF
INLAND REAL ESTATE CORPORATION
___________, 1998
This proxy statement ("Proxy Statement") is being furnished to holders of
common stock, par value $0.01 per share (the "Common Stock"), of Inland Real
Estate Corporation (the "Company"), in connection with the solicitation of
proxies by the Company's board of directors for use at the Company's annual
meeting (the "Annual Meeting") of stockholders to be held at the Company's
executive offices located at 2901 Butterfield Road, Oak Brook, Illinois, on
March 19, 1998 at 9:00 a.m. central time and at any and all adjournments of that
meeting (the "Meeting").
Proxies properly executed and returned in a timely manner will be voted at
the Annual Meeting in accordance with the directions noted thereon. If no
direction is indicated, they will be voted "for" each proposal set forth on the
Notice of Annual Meeting and on any other matter in accordance with the judgment
of the persons acting under the proxies on other matters presented for a vote.
Any stockholder giving a proxy has the power to revoke it at any time before it
is voted, either in person at the meeting, by written notice to the Company's
Secretary or by delivery of a later-dated proxy.
At the Annual Meeting, holders of the Company's common stock outstanding on
January 31, 1998 (the "Record Date") will be asked to consider and vote upon:
(i) nominees to serve on the Company's board of directors; (ii) a proposal to
concur in the selection of KPMG Peat Marwick LLP as the Company's principal
independent accountants for the fiscal year ending December 31, 1998; (iii) a
proposal to amend the Company's Investment Objectives and Policies to expand the
geographic area in which the Company may acquire properties from an area within
a 400 mile radius of the Company's headquarters and to permit the Company to
acquire "Community Centers" within that region; (iv) a proposal to amend the
Company's Investment Objectives and Policies to permit the Company to enter into
joint venture or other partnership arrangements with entities unaffiliated with
the Company's Advisor (as defined herein) or its affiliates; (v) a proposal to
amend the Company's Investment Objectives and Policies to permit the Company,
subject to certain limitations described herein, to construct and develop
properties and render services in connection therewith; (vi) a proposal to amend
Article VI, Section 6(a) and (b) of the Company's Second Articles of Amendment
and Restatement (the "Certificate of Incorporation"), to permit the Company to
indemnify its officers, agents and employees to the fullest extent permitted by
Maryland statutory or decisional law; (vii) a proposal to amend Article V of the
Certificate of Incorporation to define the term "Prospectus"; and (viii) to
transact such other business as may properly come before the Annual Meeting, or
any adjournment thereof.
The Company's executive offices are located at 2901 Butterfield Road, Oak
Brook, Illinois 60523 (telephone number (630) 218-8000). Proxy materials will
be mailed to stockholders on or about February 15, 1998.
Stockholders who wish to attend the Annual Meeting are urged to contact
Roberta S. Matlin (630) 218-8000. The Company will bear all costs associated
with soliciting proxies, including the cost of preparing, printing and mailing
this Proxy Statement. In addition to the use of the mails, proxies may be
solicited by the Company's directors, officers and employees, including officers
and employees of the Company's Advisor. None of these individuals will receive
additional compensation for doing so, but they may be reimbursed for out-of-
pocket expenses associated with the solicitation. The Company has engaged
[__________] to assist in soliciting proxies for the Annual Meeting at a fee
payable by the Company of $_______ plus out-of-pocket expenses.
On the Record Date, the Company had __________________ shares of Common
Stock outstanding. Each share entitles the holder thereof to one vote. Only
Stockholders of record on the Record Date are entitled to vote at the Annual
Meeting or any adjournments thereof. A quorum, consisting of the holders of at
least a majority of the issued and outstanding shares eligible to vote, must be
present, in person or by proxy, at the Annual Meeting for valid Stockholder
action to be taken.
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 is being mailed to Stockholders concurrently with this
Proxy Statement.
STOCKHOLDERS SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY
STATEMENT OR INCORPORATED BY REFERENCE. NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT IN CONNECTION WITH THE
SOLICITATION MADE BY THIS PROXY STATEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THE DELIVERY OF THIS PROXY STATEMENT SHALL NOT, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
FACTS SET FORTH IN THIS PROXY STATEMENT OR IN THE COMPANY'S AFFAIRS SINCE THE
DATE HEREOF. THIS PROXY STATEMENT DOES NOT CONSTITUTE A SOLICITATION BY ANYONE
IN ANY JURISDICTION IN WHICH THE SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING THE SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT
IS UNLAWFUL TO MAKE A SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy materials and other information with the
Securities and Exchange commission (the "Commission"). Such reports, proxy
materials and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; The
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511, and at Seven World Trade Center, Suite 1300, New York, New York 10048.
Copies can be obtained by mail from the Commission at prescribed rates from the
Public Reference Section of the Commission at its principal office at Judiciary
Plaza 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also
maintains a site of the World Wide Web at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission.
MATTERS TO BE CONSIDERED BY STOCKHOLDERS
Purpose of the Meeting
At the Annual Meeting which will be held at the Company's executive offices
located at 2901 Butterfield Road, Oak Brook, Illinois 60523, on March 19, 1998,
at 9:00 a.m. central time, Stockholders will be asked to consider and vote upon
the following proposals:
Proposal No. 1: To elect five individuals as Directors of the Company
to hold office until the next Annual Meeting of Stockholders, or otherwise
as provided in the Company's Certificate of Incorporation.
Proposal No. 2: To concur in the selection of KPMG Peat Marwick LLP
as the Company's principal independent public accountants for the fiscal
year ended December 31, 1998.
Proposal No. 3: To approve a proposal to amend the Company's
Investment Objectives and Policies to expand the geographic area in which
the Company may acquire properties from an area primarily within a 150 mile
radius of the Company's headquarters located in Oak Brook, Illinois, to an
area primarily within a 400 mile radius of the Company's headquarters and
to permit the Company to acquire "Community Centers" within that region.
Proposal No. 4: To approve a proposal to amend the Company's
Investment Objectives and Policies to permit the Company to enter into
joint venture or other partnership arrangements with entities unaffiliated
with the Company's Advisor or its affiliates.
Proposal No. 5: To approve a proposal to amend the Company's
Investment Objectives and Policies to permit the Company, subject to
certain limitations described herein, to construct and develop properties
and render services in connection therewith.
Proposal No. 6: To approve a proposal to amend Article VI, Section
6(a) and (b) of the Company's Certificate of Incorporation to permit the
Company to indemnify its officers, agents and employees to the fullest
extent permitted by Maryland statutory or decisional law.
Proposal No. 7: To approve a proposal to amend Article V of the
Company's Certificate of Incorporation to define the term "Prospectus."
Quorum and Voting Rights; Proxies
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
an inspector of election appointed for the Annual Meeting who will determine
whether or not a quorum is present. The presence in person or by properly
executed proxy of the holders of a majority of the issued and outstanding shares
of the Company's Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Abstentions and broker non-votes will be
treated as shares that are present at the Annual Meeting for purposes of
determining whether a quorum exists, but will not be counted as votes in favor
of, or votes opposed to, Proposal No. 2 since the vote to approve that proposal
requires approval of a majority of the shares present in person or represented
by proxy and eligible to vote at the Annual Meeting. Abstentions and broker
non-votes will not have an impact on the election of directors since the five
individuals receiving the highest number of votes will be elected directors.
Since approval of Proposals 3 through 7 requires the affirmative vote of a
majority of the Company's outstanding shares of Common Stock entitled to vote
thereon, abstention and broker non-votes will have the same effect as votes
against the particular proposal.
Stockholders are entitled to one vote per share. Only holders of shares of
Common Stock on the Record Date will be entitled to notice of and to vote at the
Annual Meeting. As of the Record Date, ___ shares of Common Stock were issued
and outstanding.
All shares of Common Stock represented by properly executed proxies will,
unless such proxies have been previously revoked, be voted in accordance with
the instructions indicated thereon. Shares not represented by properly executed
proxies will not be voted. If no instructions are indicated in an otherwise
properly executed proxy, the shares will be voted in favor of each proposal or
nominee, and in accordance with the judgment of the persons acting under the
proxies on other matters presented for a vote. A Stockholder who has given a
proxy may revoke it at any time before it is exercised by : (i) giving written
notice thereof to the board of directors before the proxy is voted at the Annual
Meeting; (ii) signing and returning a later-dated proxy; or (iii) attending the
Annual Meeting and voting the shares in person. Merely attending the Annual
Meeting will not, by itself, revoke a proxy.
PROPOSAL NO. 1: To elect five individuals to serve as directors to hold office
until the next annual meeting of stockholders, or otherwise as provided in the
Company's Certificate of Incorporation.
A total of five individuals will be elected at the Annual Meeting, each to
serve as directors until the next annual meeting of stockholders or otherwise as
provided in the Certificate of Incorporation. The Company's Certificate of
Incorporation requires the board of directors to be comprised of a majority of
the individuals who: (i) are not affiliated, directly or indirectly, with the
Company or Inland Real Estate Advisory Services, Inc. (the "Advisor"), whether
by ownership of, ownership interest in, employment by, any material business or
professional relationship with, or as an officer or director of the Company, the
Advisor or its affiliates; (ii) do not serve as a director for more than two
other real estate investment trusts organized by the Company or the Advisor; and
(iii) perform no other services for the Company, except as directors.
Individuals meeting this standard are hereinafter referred to as "Independent
Directors." Unless instructions to the contrary are given, the persons named as
proxy voters in the accompanying proxy, or their substitutes, will vote for the
nominees set forth below for director with respect to all proxies received by
the Company. If any nominee should become unavailable for any reason, the votes
will be cast for a substitute nominee designated by the Independent Directors
with respect to the unavailability of an Independent Director and by the
remaining directors with respect to the unavailability of any other nominee.
The names of the nominees for Independent Director and certain information
regarding each of them are set forth below.
Joel G. Herter 60. Independent Director of the Company since 1997, Mr.
Herter is a senior partner of Wolf & Company LLP ("Wolf") where he has been
employed since 1978. Mr. Herter graduated from Elmhurst College in 1959 with a
Bachelor of Science degree in business administration. His business experience
includes accounting and auditing, tax and general business services including
venture and conventional financing, forecasts and projections and strategic
planning to a variety of industries. From 1978 to 1991, Mr. Herter served as
managing partner for Wolf. Mr. Herter is a member of the American Institute of
Certified Public Accountants and the Illinois CPA Society and was a past
president and director of the Elmhurst Chamber of Commerce and was appointed by
Governor Thompson of the State of Illinois to serve on the 1992 World's Fair
Authority. Mr. Herter currently serves as chairman of the Board of Trustees,
Elmhurst Memorial Hospital; director of Suburban Bank and Trust Company;
"chairman elect" of the Board of Trustees, Elmhurst College; chairman of the
DuPage Water Commission; treasurer to the House Republican Campaign Committee
and Friends of Lee Daniels Committee; treasurer for Illinois Attorney General
Jim Ryan. Mr. Herter has also been appointed by Governor Edgar of the State of
Illinois to the Illinois Sports Facilities Authority.
Heidi N. Lawton 36. Independent Director of the Company since October
1994, Ms. Lawton is managing broker, owner and president of Lawton Realty
Group, an Oak Brook, Illinois real estate brokerage firm which she founded in
1989. The firm specializes in commercial, industrial and investment real estate
brokerage. Ms. Lawton is responsible for all aspects of the operations of the
company, including structuring real estate investments, procuring
partner/investors, acquiring land and properties and obtaining financing for
development and/or acquisition. Prior to founding Lawton Realty Group and while
she was earning her B.S. Degree in business management from the National College
of Education, Ms. Lawton was managing broker for VCR Realty in Addison,
Illinois. Ms. Lawton has been licensed as a real estate professional since 1982
and has served as a member of the Certified Commercial Investment Members,
secretary of the Northern Illinois Association of Commercial Realtors, and is a
past board member and commercial director of the DuPage Association of Realtors.
Roland W. Burris 60. Independent Director of the Company since January
1996, Mr. Burris has been the Managing Partner of Jones, Ware & Grenard, a
Chicago law firm, since June 1995, where he practices primarily in the areas of
environmental, banking and consumer protection law. From 1973 to 1995,
Mr. Burris held various governmental positions in the State of Illinois
including State Comptroller (1979 to 1991) and Attorney General (1991 to 1995).
Mr. Burris completed his undergraduate studies at Southern Illinois University
in 1959 and studied international law as an exchange student at the University
of Hamburg in Germany. Mr. Burris graduated from Howard University Law School
in 1963. Mr. Burris serves on the board of the Illinois Criminal Justice
Authority, the Financial Accounting Foundation, the Law Enforcement Foundation
of Illinois, the African American Citizens Coalition on Regional Development and
the Boy Scouts of America. He currently serves as chair of the Illinois State
Justice Commission and is an adjunct professor in the Master of Public
Administration Program at Southern Illinois University.
The names of the remaining nominees and certain information regarding each
of them is set forth below.
Robert D. Parks 54. President, Chief Executive Officer, Chief Operating
Officer and Director of the Company since its formation in 1994. Mr. Parks
joined The Inland Group, Inc. ("TIGI") and its affiliates in 1968. Mr. Parks is
a Director of TIGI and is Chairman of Inland Real Estate Investment Corporation
("IREIC") and is a Director of both Inland Securities Corporation and the
Advisor. Mr. Parks is responsible for the ongoing administration of existing
partnerships, corporate budgeting and administration for IREIC. In this
capacity he oversees and coordinates the marketing of all investments nationwide
and has overall responsibility for investor relations. Mr. Parks received his
B.A. Degree from Northeastern Illinois University in 1965 and M.A. from the
University of Chicago in 1968. He is a registered Direct Participation Program
Principal with the National Association of Securities Dealers, Inc. and a
licensed real estate broker. He is a member of the Real Estate Investment
Association and the National Association of Real Estate Investment Trusts.
G. Joseph Cosenza 54. Director of the Company since its formation in 1994.
Mr. Cosenza is a Director and Vice Chairman of The Inland Group, Inc. Mr.
Cosenza oversees, coordinates and directs TIGI's many enterprises and, in
addition, immediately supervises a staff of eight property acquisition
personnel. Mr. Cosenza has been a consultant to other real estate entities and
lending institutions on property appraisal methods. Mr. Cosenza received his
B.A. Degree from Northeastern Illinois University in 1966 and his M.S. Degree
from Northern Illinois University in 1972. From 1967 to 1968, Mr. Cosenza
taught at the LaGrange School District in Hodgkins, Illinois, and from 1968 to
1972, he served as Assistant Principal and taught in the Wheeling, Illinois
School District. Mr. Cosenza has been a licensed real estate broker since 1968
and an active member of various national and local real estate associations,
including the National Association of Realtors and the Urban Land Institute.
Mr. Cosenza has also been chairman of the board of American National Bank of
DuPage, and has served on the board of directors of Continental Bank of Oakbrook
Terrace. He is presently chairman of the board of Westbank, in Westchester,
Illinois.
Executive Officers
Roberta S. Matlin 53. Vice President - Administration of the Company since
March 1995. Ms. Matlin joined TIGI in 1984 as Director of Investor
Administration and currently serves as Senior Vice President - Investments of
IREIC directing the day-to-day internal operations. Ms. Matlin is a Director of
both Inland Securities Corporation and the Advisor. Prior to joining TIGI, Ms.
Matlin was employed for eleven years by the Chicago Region of the Social
Security Administration of the United States Department of Health and Human
Services. Ms. Matlin received her B.A. Degree from the University of Illinois
in 1966 and is registered with the NASD as a general securities principal.
Kelly Tucek 35. Secretary, Treasurer and Chief Financial Officer of the
Company since August 1996. Ms. Tucek joined TIGI in 1989 and is an Assistant
Vice President of IREIC. Ms. Tucek is responsible for the Investment Accounting
Department which includes the accounting for the Company and all public limited
partnership accounting functions along with quarterly and annual SEC filings.
Prior to joining TIGI, Ms. Tucek was on the audit staff of Coopers and Lybrand
since 1984. She received her B.A. Degree in Accounting and Computer Science
from North Central College in 1984.
Patricia A. Challenger 45. Assistant Secretary of the Company since March
1995. Ms. Challenger joined TIGI in 1985. She is currently a Senior Vice
President of IREIC in charge of the Asset Management Department where she is
responsible for developing operating and disposition strategies for properties
owned by IREIC related entities. Ms. Challenger received her B.S. Degree from
George Washington University in 1975 and her Master's Degree from Virginia Tech
University in 1980. Ms. Challenger was selected and served from 1980 to 1984 as
Presidential Management Intern, where she was part of a special government-wide
task force to eliminate waste, fraud and abuse in government contracting and
also served as Senior Contract Specialist responsible for capital improvements
in 109 governmental properties. Ms. Challenger is a licensed real estate
broker, NASD registered securities sales representative and is a member of the
Urban Land Institute.
Director Compensation
The Independent Directors are paid an annual fee of $1,000 plus $250 for
each board meeting attended in person or by telephone. In addition, each year
on the date of the Company's Annual Meeting, each Independent Director then in
office receives a grant of options to purchase 500 shares of the Company's
Common Stock at an exercise price equal to the then fair market value of the
stock. Messrs. Parks and Cosenza do not receive any fees or other remuneration
for serving as a Director of the Company since each of them is affiliated with
the Advisor or its affiliates.
Board Meetings and Committees
The board of directors met five times in person during the fiscal year
ended December 31, 1997. The board has not established any nominating,
compensation or other committees or groups performing similar functions other
than an audit committee comprised of Ms. Lawton and Mr. Burris. This committee
recommends engagement of the Company's independent accountants, approves
services performed by these accountants, and reviews and evaluates the Company's
accounting system and its system of internal accounting controls. This
committee met four times during the fiscal year ended December 31, 1997.
Under the Company's Bylaws, nominations for the election of directors may
be made by any stockholder of the Company entitled to vote in the election of
directors, but only if written notice of the Stockholder's intent to make the
nomination has been received by the Company at its principal executive offices
not less than 75 days nor more than 180 days prior to the anniversary of the
preceding year's annual meeting; provided, however, that if the date of the
annual meeting is advanced by more than 30 days or delayed by more than 60 days
from the anniversary date, notice by the Stockholder must be delivered not
earlier than the 90th day prior to the annual meeting and not later than the
close of business on the later of the 60th day prior to the annual meeting or
the 10th day following the day on which public announcement of the annual
meeting is first made. The Stockholder's notice must set forth: (i) the name of
each person the Stockholder proposes to nominate for election or reelection as a
director and any other information that is required to be disclosed in
solicitation of proxies for election of directors pursuant to Regulation 14A of
the Securities Exchange Act of 1934; and (ii) the name and address of the
Stockholder as it appears on the Company's books and that of any beneficial
owner, as well as the class and number of shares of stock owned directly or
indirectly by the Stockholder.
Notwithstanding the above, if the number of directors to be elected to the
board is increased and there is no public announcement naming all of the
nominees or specifying the size of the increased board at least 70 days prior to
the anniversary of the preceding year's annual meeting, the requisite notice
will be considered timely, but only with respect to nominees for any new
positions created by the increase, if it is delivered to the Company's Secretary
at the Company's principal executive offices not later than the close of
business on the 10th day following the day on which public announcement of the
upcoming annual meeting is first made by the Company.
Executive Compensation
The Executive Officers of the Company do not receive compensation from the
Company for services rendered to the Company. Each of these individuals are
employees, officers and/or directors of the Advisor and/or its affiliates and
are compensated by these entities, in part, for their services to the Company.
Under the Company's agreement with the Advisor, the Advisor bears all
expenses incurred by it in connection with performing its duties, including
expenses associated with employee compensation. The Advisor receives a fee
equal to not more than 1% of the Company's "Average Invested Assets" which, for
these purposes, means, for any period, the average of the aggregate book value
of the Company's assets invested, directly or indirectly, in equity interest and
in loans secured by real estate, before reserves for depreciation or bad debts
or other similar non-cash reserves computed by taking the average of these
values at the end of each month during the period. This fee is paid to the
Advisor by the Company on a quarterly basis, but is subordinated to the payment
of distributions to the Company's Stockholders in an amount equal to a non-
compounded return of 8% per annum on a Stockholder's invested capital. An
affiliate of the Advisor, Inland Commercial Property Management, Inc. also
receives a fee for managing the Company's properties equal to not more than
4 1/2% of the gross income earned from the Company's properties. This fee is
paid monthly. For the year ended December 31, 1997, the Company incurred and
paid advisor asset management fees of $843,000 and incurred and paid property
management fees of approximately $1,120,000. The Advisor also receives
reimbursement for actual out-of-pocket acquisition expenses up to 1/2% of the
proceeds raised in each public offering of securities by the Company to
reimburse the Advisor for costs incurred in site selection and acquisition
activities performed on behalf of the Company.
Recommendation of the Board: The board of directors hereby recommends and
nominates Joel G. Herter, Heidi N. Lawton, Roland W. Burris, Robert D. Parks and
G. Joseph Cosenza for election as directors of the Company to serve until the
next annual meeting of stockholders or otherwise as provided in the Company's
Certificate of Incorporation.
Vote Required. The five nominees receiving the highest vote totals (a
majority of which must be Independent Directors) cast by Stockholders present in
person or by proxy and eligible to vote at the Meeting, a quorum being present,
will be elected as Directors of the Company.
PROPOSAL NO. 2: To concur in the appointment by the board of directors of KPMG
Peat Marwick LLP as the Company's principal independent accountants for the
fiscal year ending December 31, 1998.
The board believes that KPMG Peat Marwick LLP is knowledgeable about the
Company's operations and accounting practices and is well qualified to act in
the capacity of its principal independent accountants. Therefore, the board has
selected KPMG Peat Marwick LLP to act as the Company's principal independent
accountants to examine the Company's consolidated financial statements for the
fiscal year ended December 31, 1998. Although the selection of independent
accountants does not require the approval of the Company's stockholders, the
board believes it is desirable to obtain the concurrence of the stockholders to
this selection. Due to the difficulty and expense involved in retaining another
independent accounting firm on short notice, the board does not contemplate
appointing another firm to act as the Company's independent accountants for the
fiscal year ended December 31, 1998 if the Stockholders do not concur in the
appointment of KPMG Peat Marwick LLP. Instead, the board will consider the vote
as advice in making its selection of independent accountants for the following
year.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
Recommendation of the Board: The board of directors recommends that the
Stockholders concur in the following resolution which will be presented for a
vote of the Stockholders at the Annual Meeting:
RESOLVED, that the Stockholders concur in the appointment by the board
of directors of KPMG Peat Marwick LLP to serve as the Company's principal
independent accountants for the fiscal year ended December 31, 1998.
Vote Required. The affirmative vote of a majority of the votes cast by
Stockholders present in person or by proxy and eligible to vote at the Meeting,
a quorum being present, is required to adopt the foregoing resolution.
PROPOSAL NO. 3: To approve a proposal to amend the Company's Investment
Objectives and Policies as set forth in the Prospectus to expand the geographic
area in which the Company may acquire properties from an area within a 150 mile
radius of the Company's headquarters located in Oak Brook, Illinois, to an area
primarily within a 400 mile radius of the Company's headquarters and to permit
the Company to acquire "Community Centers" within that region.
The Company was formed to acquire existing Neighborhood Retail Centers (as
defined in the Company's Prospectus) located primarily within a 150 mile radius
of its headquarters in Oak Brook, Illinois, a Chicago suburb, where the Advisor
and its affiliates maintain their acquisition and property management
headquarters. The limitations (imposed at the Company's inception) were
designed so that the Company would purchase only those properties which could be
efficiently managed and overseen by the Advisor and its affiliates. The Advisor
believes that, given the growth of the Company's portfolio and the increase in
asset management personnel, Neighborhood Retail Centers and Community Centers
located within a 400 mile radius of the Company's headquarters can be managed
and overseen by the Advisor and its affiliates in an efficient manner consistent
with the intent of the original objectives and policies. Further, by expanding
the geographic locale, the Advisor believes that the Company will be able to
lessen the risk of adverse economic developments in any particular area within
the Company's region. Therefore, the board has determined that increasing the
area in which the Company would be permitted, and allowing the Company to
acquire Community Centers in that area, would enhance the Company's ability to
acquire suitable properties and enhance long-term stockholder value.
Recommendation of the Board: The board of directors recommends that the
Stockholders concur in the following resolutions which will be presented for a
vote of the Stockholders at the Annual Meeting:
RESOLVED, that the Company's Investment Objectives and Policies set
forth in the Prospectus be amended to permit the Company to acquire
Neighborhood Retail Centers and Community Centers located primarily within
a 400 mile radius of the Company's headquarters in Oak Brook, Illinois;
FURTHER RESOLVED, that the definition of "Neighborhood Retail Center"
contained in the Prospectus be amended by deleting the reference to "150
mile" and substituting "400 mile" therefor; and
FURTHER RESOLVED, that the Prospectus (as defined in Proposal No. 7)
be, and hereby is, amended to add the definition of "Community Center"
which shall mean any property located primarily within an approximate 400
mile radius of the Oak Brook, Illinois headquarters of the Advisor leased
primarily to one or more retail tenants with gross leasable area ranging
from 150,000 square feet to 300,000 square feet.
Vote Required. The affirmative vote of a majority of the Company's
outstanding shares of Common Stock is required to adopt the foregoing proposal.
PROPOSAL NO. 4: To approve a proposal to amend the Company's Investment
Objectives and Policies as set forth in the Prospectus to permit the Company to
enter into joint venture or other partnership arrangements with entities
unaffiliated with the Company's Advisor or its affiliates.
The Company is permitted to invest in joint venture arrangements with other
public real estate programs formed by the Advisor or any of its affiliates if a
majority of the Directors (including a majority of the Independent Directors)
not otherwise interested in the transaction approve the transaction as being
fair and reasonable to the Company and the investment by each joint venture
partner is substantially on the same terms and conditions as those received by
the other joint venture partners. Similarly, the Company is permitted to invest
in general partnerships with affiliates of the Advisor other than publicly-
registered Affiliates under certain circumstances. The Company is not, however,
presently permitted to enter into joint venture or other partnership
arrangements with entities unaffiliated with the Advisor and its affiliates.
The Advisor has advised the board, however, that this limitation has resulted in
the Company being less competitive when compared to third parties in making
property acquisition in acquiring properties from sellers who are desirous of
transactions in tax advantaged structures. For example, the Advisor has
advised the board that certain sellers of property are desirous of contributing
their property to a partnership in exchange for partnership interests which are
subsequently convertible into shares of the Company's Common Stock. In this
type of arrangement typically referred to as a "DownREIT," the Company would
serve as a general partner of the partnership owning the property and would own
the remaining economic interest in the partnership. For tax purposes, a seller
of property does not recognize gain or loss on the contribution of property to
the partnership but, instead, would recognize gain or loss only on the
conversion of the partnership interests into shares of the Company's Common
Stock. Since the Company competes with a number of other real estate investment
trusts who are able to purchase property with this type of structure, the
Advisor believes that the Company is at a competitive disadvantage in acquiring
properties since it is unable to form these type of joint venture or other
partnership arrangements with unaffiliated sellers.
Recommendation of the Board: The board of directors recommends that the
Stockholders concur in the following resolution which will be presented for a
vote of the Stockholders at the Annual Meeting:
RESOLVED, that the Company's Investment Objectives and Policies as set
forth in the Prospectus be amended to permit the Company to enter into
joint venture or other partnership arrangements with entities unaffiliated
with the Company's Advisor or its affiliates.
Vote Required. The affirmative vote of a majority of the Company's
outstanding shares of Common Stock is required to adopt the foregoing proposal.
PROPOSAL NO. 5: To approve a proposal to amend the Company's Investment
Objectives and Policies as set forth in the Prospectus to permit the Company,
subject to compliance with the rules governing real estate investment trusts
under the Internal Revenue Code of 1986, as amended (the "REIT Tax
Requirements") to construct and develop properties and render services in
connection therewith.
The Company is permitted to purchase properties subject to completion of
construction in accordance with terms and conditions specified by the Company.
In these instances, the Company is typically obligated to purchase the property
at the completion of construction so long as the construction conforms to
definitive plans, specifications and costs approved by the Company so long as
the Company receives a certificate of an architect, engineer or other
appropriate party stating that the construction complies with all plans and
specifications. The Company is not, however, permitted to construct or develop
properties or to render any services in connection with such development or
construction.
The Advisor has advised the board that, in its view, the Company's
investment opportunities will be enhanced if it has the option of undertaking
construction and development activities. Further, the Advisor has advised the
board that, in its view, the Company may be able to reduce overall purchase
costs if the Company were to undertake construction and development rather than
merely being limited to purchasing properties subject to completion of
construction by a third party. Although the construction and development
activities would expose the Company to certain risks such as cost overruns,
carrying costs of projects under construction or development, availability and
costs of materials and labor, weather conditions and government regulation, the
board nevertheless has concluded that the Company's investment prospects would
be enhanced by permitting the Company to engage in construction and development
activities so long as such activities did not cause the Company to lose its
status as a real estate investment trust under the Code. Generally, the REIT
Tax Requirements limit the type of construction and development services a REIT
can undertake without using independent contractors. The most recent IRS
pronouncements indicate that a REIT and its employees can perform oversight and
review functions, including reviewing the construction and tenant improvement
design proposals, negotiating and contracting for feasibility studies and
supervising compliance with local, state or federal laws and regulations, but
state that the REIT must retain independent contractors to perform the actual
physical construction work on tenant improvements, the installation of HVAC
systems or the development of an entirely new project.
Recommendation of the Board: The board of directors recommends that the
Stockholders concur on the following resolution which will be presented for a
vote of the Stockholders at the Annual Meeting:
RESOLVED, that the Company's Investment Objectives and Policies as set
forth in the Prospectus be amended to permit the Company, subject to
complying with the REIT Tax Requirements at all times, to construct and
develop properties and render services in connection therewith.
Vote Required. The affirmative vote of a majority of the Company's
outstanding shares of Common Stock is required to adopt the foregoing proposal.
PROPOSAL NO. 6: To approve an amendment to Section 6(a) and (b) of the
Company's Certificate of Incorporation to permit to the Company to indemnify its
officers, agents and employees to the fullest extent permitted by Maryland
statutory or decisional law.
Under the Company's Certificate of Incorporation, the Company is required,
to the fullest extent permitted by Maryland statutory or decisional law, as
amended or interpreted, to indemnify and pay or reimburse reasonable expenses to
any director or to the Advisor or its affiliates (each an "Indemnified Party")
against any judgments, penalties, fines, settlements, and reasonable expenses
(including attorneys' fees) actually incurred by the Indemnified Party in
connection with the proceeding so long as: (i) the Indemnified Party determined
in good faith that the course of conduct which caused the loss or liability was
in the Company's best interest; (ii) the Indemnified Party was acting on behalf
of or performing services in the part of the Company; (iii) the liability or
loss was not the result of negligence or misconduct on the part of the
Indemnified Party, except that if the Indemnified Party is or was an Independent
Director, the loss or liability shall not have been the result of gross
negligence or wilful misconduct; and (iv) such loss or liability is recoverable
only out of the assets of the Company and not from the Stockholders. The
Company is not permitted to indemnify any Indemnified Party for losses,
liabilities, or expenses arising from or out of an alleged violation of federal
or state securities laws except in very limited circumstances.
Although each of the Company's officers, agents and employees are presently
also officers, agents or employees of the Advisor or its affiliates and thus
covered under the indemnification provisions described above, future officers,
agents or employees of the Company may not be officers, agents or employees of
the Advisor or its affiliates. The board, however, is desirous of providing the
same type of indemnification protection to these individuals as it currently
accords to the Advisor and its affiliates. The board believes it is necessary
to provide this type of protection in order to be able to attract and retain
qualified personnel to serve in these positions.
Recommendation of the Board: The board of directors recommends that the
Stockholders concur in the following resolution which would be presented for a
vote of the Stockholders at the Annual Meeting.
RESOLVED, that Section 6(a) and (b) of the Company's Certificate of
Incorporation be and hereby is deleted in its entirety and replaced in its
entirety by the following:
(a) The Company shall, to the fullest extent permitted by
Maryland statutory or decisional law, as amended or interpreted and,
without limiting the generality of the foregoing, in accordance with
Section 2-418 of the Maryland Law, to indemnify and pay or reimburse
reasonable expenses to any Director, the Advisor or its Affiliates and
may so indemnify and reimburse the reasonable expenses of any officer,
employee or agent of the Company (each an "Indemnified Party")
provided, that: (i) the Indemnified Party determined in good faith,
that the course of conduct which caused the loss or liability was in
the best interest of the Company; (ii) the Indemnified Party was
acting on behalf of performing services on the part of the Company;
(iii) such liability or loss was not the result of negligence or
misconduct on the part of the Indemnified Party, except that in the
event the Indemnified Party is or was an Independent Director, such
liability or loss shall not have been the result of gross negligence
or wilful misconduct; and (iv) such indemnification or agreement to be
held harmless is recoverable only out of the assets of the Company and
not from the Stockholders.
(b) The Company shall not indemnify any Director, officer,
employee, agent or the Advisor or its Affiliates for losses,
liabilities or expenses arising from or out of an alleged violation of
federal or state securities laws by such party unless one or more of
the following conditions are met: (i) there has been a successful
adjudication on the merits of each count involving alleged securities
law violations as to the particular indemnitee; (ii) such claims have
been dismissed with prejudice on the merits by a court of competent
jurisdiction as to the particular indemnitee; or (iii) a court of
competent jurisdiction approves a settlement of the claims and finds
that indemnification of the settlement and related costs should be
made and the court considering their request has been advised of the
position of the Securities and Exchange Commission (the "Commission")
and the published opinions of the Tennessee Securities Division and
any other state securities regulatory authority in which securities of
the Company were offered and sold as to indemnification for securities
law violations.
Vote Required: The affirmative vote of a majority of the Company's
outstanding shares of Common Stock is required to adopt the foregoing proposal.
PROPOSAL NO. 7: To amend the Certificate of Incorporation to define
"Prospectus."
The existing Certificate of Incorporation does not define the term
"Prospectus." Since certain provisions of the Certificate of Incorporation as
proposed to be amended contemplate use of this term, the board believes that it
is advisable to define the term in the Certificate of Incorporation.
Recommendation of the Board: The board of directors recommends that the
Stockholders approve the following amendment to the Company's Certificate of
Incorporation:
RESOLVED, that Article V of the Company's Certificate of Incorporation
be and hereby is amended to add the following definition:
"Prospectus" means any document, notice, or other communication
satisfying the standards set forth in the Section 10 of the Securities
Act of 1933, as amended, and contained in a currently effective
registration statement filed by the Company with, and declared
effective by, the Securities and Exchange Commission, or if no
registration statement is currently effective, then the Prospectus
contained in the most recently effective registration statement.
Vote Required. The affirmative vote of a majority of the Company's
outstanding shares of Common Stock is required to adopt the foregoing proposal.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's shares of common stock as of __________, 1998, by:
(i) each person who is known by the Company to own more than five percent (5%)
of the Company's common stock; (ii) the Directors, any nominees for Directors,
and each of the Company's Officers; and (iii) all current Officers and Directors
as a group. Share amounts and percentages shown for each person or entity are
adjusted to give effect to shares of the Company's common stock that are not
outstanding but may be acquired by a person or entity upon exercise of all
options and warrants exercisable by such entity or person within sixty (60) days
of ___________, 1998. However, those shares of common stock are not deemed to
be outstanding for the purpose of computing the percentage of outstanding shares
beneficially owned by any other person.
Shares Beneficially Owned
Name and Address of Beneficial Owner Number Percent
Robert D. Parks (a)(b) 23,043.0499 *
G. Joseph Cosenza (a)(b) 22,569.061 *
Roland W. Burris (c)(f) 2,032.3295 *
Joel G. Herter (d)(f)
Heidi N. Lawton (e)(f) -- *
Patricia A. Challenger (a) 1,988.95
Roberta S. Matlin (a) 198.9012 *
Kelly Tucek (a) -- *
Directors and Executive Officers as a Group 49,832.2916 *
(six persons)
___________________________
(a) The business address of each of Messrs. Parks and Cosenza, Ms.
Challenger, Matlin and Tucek is c/o The Inland Group, Inc., 2901
Butterfield Road, Oak Brook, Illinois 60523.
(b) Includes 20,000 Shares owned by the Advisor. The Advisor is a wholly-
owned subsidiary of Inland Real Estate Investment Corporation, which is
an affiliate of The Inland Group, Inc. Messrs. Parks and Cosenza are
control persons of The Inland Group, Inc. and disclaim beneficial
ownership of Shares owned by the Advisor.
(c) The business address of Mr. Burris is c/o Jones, Ware & Grenard, 180
North LaSalle Street, Suite 3800, Chicago, Illinois 60601.
(d) The business address of Mr. Herter is Wolf & Company LLP, 2100 Clearwater
Drive, Oakbrook, Illinois 60523.
(e) The business address of Ms. Lawton is c/o Lawton Realty Group, 2100
Clearwater Drive, Suite 106, Oak Brook, Illinois 60523.
(f) Does not include 3,500, 4,000 and 4,500 Shares issuable upon exercise of
options granted to Mr. Herter, Mr. Burris and Ms. Lawton, respectively,
pursuant to the Company's Independent Director Stock Option Plan.
* Less than 1% of the Company's outstanding shares of Common Stock, as of the
date hereof.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's Officers and
Directors, and persons who own more than ten percent (10%) of a registered class
of the Company's equities securities, to file reports of ownership on Form 3 and
changes in ownership on Form 4 or 5 with Securities and Exchange Commission (the
"SEC"). These Officers, Directors, and individuals, entities or groups holding
ten percent (10%) or more of the Company's outstanding shares of common stock
are also required by SEC rules to furnish the Company with copies of all forms
they file.
Based solely on a review of the copies of the forms received by the Company
or written representations from certain reporting persons, the Company believes
that, during the fiscal year ended December 31, 1997, all Section 16(a) filing
requirements applicable to its Officers, Directors, and individuals, entities or
groups holding ten percent (10%) or more of the Company's outstanding shares of
common stock were met.
STOCKHOLDER PROPOSALS
Stockholder proposals for the Annual Meeting of Stockholders for the fiscal
year ended December 31, 1998 will not be included in the Company's Proxy
Statement for that meeting unless received by the Company at its executive
office in Oak Brook, Illinois, on or prior to ___________________, 1999. These
proposals must also meet the other requirements of the rules of the Securities
and Exchange Commission relating to stockholder proposals.
OTHER MATTERS
As of the date of this Proxy Statement, the above is the only business known to
management to be acted upon at the Annual Meeting. However, if other matters
not known to management should properly come before the Annual Meeting, the
persons appointed by the signed proxy intend to vote it in accordance with their
best judgment.
By the order of the Board of Directors,
_____________________________________________
Robert D. Parks
President and
Chief Executive Officer
Oak Brook, Illinois
____________, 1998
YOUR VOTE IS IMPORTANT. THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
[Front]
PROXY FOR ANNUAL MEETING
This Proxy is Solicited on Behalf of the Board of Directors
Inland Real Estate Corporation
2901 Butterfield Road
Oak Brook, Illinois 60523
The undersigned hereby appoints Roberta S. Matlin and Kelly Tucek, or any of
them as Proxies, with full power of substitution to vote, as directed, all the
shares of common stock of Inland Real Estate Corporation held of record by the
undersigned on _________, 1998, at the Annual Meeting of Stockholders to be held
on March 19, 1998 or any adjournment thereof. This Proxy authorizes each of
them to vote in their discretion on any matter that may properly come before the
Annual Meeting or any adjournment thereof.
1. ELECTION OF DIRECTORS (Mark only one box)
FOR / / WITHHOLD AUTHORITY / /
all nominees listed below to vote for all nominees listed below
(except as marked to the
contrary below)
Robert D. Parks; G. Joseph Cosenza; Joel G. Herter; Heidi N. Lawton; Roland W.
Burris
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list above.)
2. PROPOSAL TO CONCUR IN THE SELECTION OF KPMG PEAT MARWICK LLP AS THE
COMPANY'S PRINCIPAL INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1998 (MARK ONLY ONE BOX)
FOR / / AGAINST / / ABSTAIN / /
3. PROPOSAL TO AMEND THE COMPANY'S INVESTMENT OBJECTIVES AND POLICIES TO EXPAND
THE GEOGRAPHIC AREA IN WHICH THE COMPANY MAY ACQUIRE PROPERTIES FROM AN AREA
PRIMARILY WITHIN A 150 MILE RADIUS OF THE COMPANY'S HEADQUARTERS LOCATED IN
OAK BROOK, ILLINOIS, TO AN AREA PRIMARILY WITHIN A 400 MILE RADIUS OF THE
COMPANY'S HEADQUARTERS AND TO PERMIT THE COMPANY TO ACQUIRE "COMMUNITY
CENTERS" (AS DEFINED) WITHIN THAT REGION.
FOR / / AGAINST / / ABSTAIN / /
4. PROPOSAL TO AMEND THE COMPANY'S INVESTMENT OBJECTIVES AND POLICIES TO PERMIT
THE COMPANY TO ENTER INTO JOINT VENTURE OR PARTNERSHIP ARRANGEMENTS WITH
ENTITIES UNAFFILIATED WITH THE COMPANY'S ADVISOR OR ITS AFFILIATES.
FOR / / AGAINST / / ABSTAIN / /
5. PROPOSAL TO AMEND THE COMPANY'S INVESTMENT OBJECTIVES AND POLICIES TO PERMIT
THE COMPANY, SUBJECT TO CERTAIN LIMITATIONS DESCRIBED HEREIN, TO CONSTRUCT
AND DEVELOP PROPERTIES AND RENDER SERVICES IN CONNECTION THEREWITH.
FOR / / AGAINST / / ABSTAIN / /
6. PROPOSAL TO AMEND ARTICLE VI, SECTION 6(a) AND (b) OF THE COMPANY'S SECOND
ARTICLES OF AMENDMENT AND RESTATEMENT TO PERMIT THE COMPANY TO INDEMNIFY ITS
OFFICERS, EMPLOYEES AND AGENTS TO THE FULLEST EXTENT PERMITTED BY MARYLAND
STATUTORY OR DECISIONAL LAW.
FOR / / AGAINST / / ABSTAIN / /
7. PROPOSAL TO AMEND ARTICLE V OF THE COMPANY'S SECOND ARTICLES OF AMENDMENT
AND RESTATEMENT TO DEFINE THE TERM "PROSPECTUS."
FOR / / AGAINST / / ABSTAIN / /
8. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this Proxy will be voted
FOR Proposals 1, 2, 3, 4, 5, 6 and 7.
Please sign exactly as name appears below.
_____________________________________
(Affix Mailing Label Here)
[Reverse Side]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
When shares are held by joint tenants, both should sign. When signing as
executor, trustee, guardian or in another representative capacity, please give
full title as such. If a corporation, please sign in full corporate name by the
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
______________________________________
Signature of Stockholder
______________________________________
Signature, if held jointly
Date:_________________________________
If signing as attorney, executor, administrator, trustee or guardian or on
behalf of an entity (corporation, partnership, etc.), please indicate office or
capacity.
Title: _______________________________
Vote must be indicated (x) in black or blue ink. [X]
