<PAGE> 1
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 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
TOWER PROPERTIES COMPANY
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
TOWER PROPERTIES COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 9, 1997
The annual meeting of the stockholders of Tower Properties Company will
be held in Suite 1215 in the Commerce Tower, Kansas City, Missouri, on April
9, 1997 at ten o'clock a.m., Kansas City Time, for the following purposes:
1. To elect two members of the Board of Directors to serve until the
annual stockholders meeting in 2000.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of Business on February 18,
1997 as the time for which the stockholders of Tower Properties Company
entitled to notice and to vote at the meeting shall be determined.
By Order of the Board of Directors
CHESTER A. WITTWER, JR.
Secretary
March 5, 1997
It is important that your stock be represented at the meeting. You are
urged to date, sign and return the enclosed proxy promptly.
<PAGE> 3
PROXY STATEMENT
TOWER PROPERTIES COMPANY
ANNUAL MEETING APRIL 9, 1997
SOLICITATION:
This proxy statement is furnished in connection with the solicitation
by the Board of Directors of Tower Properties Company (the "Company"), Suite
100, Commerce Tower, 911 Main Street, Kansas City, Missouri 64105, of proxies
to be used at the annual meeting of stockholders of the Company to be held
April 9, 1997. The cost of solicitation of proxies will be borne by the
Company. In addition to solicitation by mail, proxies may be solicited
personally or by telephone or telegram by employees of the Company, and
brokerage houses, the Company's transfer agent and other custodians, nominees
and fiduciaries may be requested to forward soliciting material to their
principals and the Company will reimburse them for the expense of doing so.
This proxy statement and accompanying proxy will first be sent to
stockholders on or about March 5, 1997. Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time before it is
exercised.
Tower Properties Company was incorporated in the State of Missouri on
September 29, 1989, as Tower Acquisition Corp. It was formed pursuant to an
Agreement and Plan of Merger dated August 7, 1989 ("Agreement"), between
Commerce Bancshares, Inc. ("Bancshares") and the former Tower Properties
Company ("Old Tower"). Agreement was approved by the Shareholders of
Bancshares and Old Tower on January 26, 1990. Certain assets of Old Tower
were transferred to Acquisition. Old Tower was merged with Bancshares, and
the corporate name of Acquisition was changed to Tower Properties Company
("Company"). Old Tower Shareholders received 7.88 shares of Bancshares and 1
share of common stock in Company for each share of Old Tower owned.
VOTING SECURITIES:
Only stockholders at the close of business on February 18, 1997 are
entitled to vote at the meeting, and at the close of business on said date
there were outstanding 170,895 shares of common stock of the Company. Each
holder of common stock is entitled to one vote per share upon all matters and
one vote for each director position to be filled. Cumulative voting is not
permitted. In the election of directors and on all other matters
1
<PAGE> 4
presented for stockholder vote, abstentions and broker non-votes will be
treated as shares present for purposes of determining the presence of a
quorum. The affirmative vote of a majority of the shares present at the
meeting in person or proxy is required to elect a nominee as a director and
shares not voted for a nominee (whether by abstention, broker non-votes or
otherwise) will not count as affirmative votes and will have the same effect
as votes against such nominee.
ACTION TO BE TAKEN UNDER THE PROXY:
The person acting under the accompanying proxy will vote for the
election of the nominees for directors, unless the stockholder indicates
differently on the proxy. The person acting under said proxies will cast one
vote for each share of stock of Company owned by the stockholder for the
election of each director whose name is not stricken from the proxy. Should
any nominee named herein for the office of director become unable or
unwilling to accept nomination or election, it is intended that the persons
acting under the proxy will vote for the election in his stead, of such other
person as the management of the Company may recommend. Each nominee has
indicated his willingness to serve, if elected, and it is not anticipated
that any nominee will be unable or unwilling to serve if elected to office.
The affirmative vote of a majority of the shares represented at the meeting
in person or by proxy shall be necessary to elect each director to be elected
at the meeting.
ELECTION OF DIRECTORS
Pursuant to authority provided in the Articles of Incorporation the
current Board of Directors consist of six (6) persons. There are two (2)
"Class I" directors who serve until the annual stockholders meeting in 1999;
two (2) "Class II" directors who serve until 1997; and two (2) "Class III"
directors who serve until 1998. At each annual meeting of stockholders, the
directors constituting one class are elected for a three year term.
Two (2) "Class II" directors will be elected at the 1997 annual
meeting and it is intended that shares represented by proxy will, unless
contrary instructions are given, be voted in favor of the election of the
nominees hereafter named. The proxies cannot be voted for a greater number
of persons than the nominees named.
Should a director be unable to serve his full term, the by-laws provide
that the remaining directors then in office, by a majority vote, may elect a
successor to serve the unexpired portion of the term of the director whose
position shall be vacated.
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<PAGE> 5
The following are nominees for election:
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
POSITION WITH SERVED AS DURING PAST FIVE YEARS
COMPANY DIRECTOR SINCE & OTHER DIRECTORSHIPS
- ------- -------------- ---------------------
Class II to serve until annual meeting in 2000.
<S> <C> <C>
David W. Kemper October 24, 1989 President and Director
46 (Director of Old of Commerce Bancshares
Tower from 4/8/87 since 1982. Chairman
to 1/90) and Chief Executive
Officer of Commerce
Bancshares since
November 1991.
Director of Seafield
Capital, Ralcorp Hold-
ings and Wave Technol-
ogies, Inc. David
W. Kemper is the son
of James M. Kemper,
Jr. and brother of
Jonathan M. Kemper.
Brian D. Everist October 24, 1989 Intercontinental En-
46 (Director of Old gineering - Manufac-
Tower from 1/17/89 turing Corp. - heavy
to 1/90) manufacturing. Presi-
dent since May, 1987.
<CAPTION>
The following directors of the Company will continue after the 1997 annual
meeting:
Class I to serve until annual meeting in 1999.
<S> <C> <C>
James M. Kemper, Jr. October 24, 1989 Chairman and President
75 (Director of Old of the Company. Mr.
Tower from 1/23/58 Kemper is a director
to 1/90) of Commerce Bancshares
and served as Chairman
prior to November
1991. James M. Kemper
Jr., is the father of
Jonathan M. Kemper and
David W. Kemper.
3
<PAGE> 6
Neil T. Douthat October 24, 1989 Sr. Vice President -
48 (Director of Old Investments, Finan-
Tower from 1/17/89 cial Consultant,
to 1/90) Smith, Barney, Inc.,
since January, 1997.
Piper Jaffray, Inc.,
Managing Director -
Investments from 1989
to January, 1997.
<CAPTION>
Class III to serve until annual meeting in 1998.
<S> <C> <C>
Benjamin F. Bryan July 20, 1993 Executive Vice
43 President of the Com-
pany since January of
1992. Joined Company
in September of 1991.
Director of The
Brantley Capital
Corporation.
Benjamin F. Bryan's
wife is a niece of the
wife of James M.
Kemper, Jr.
Jonathan M. Kemper October 24, 1989 Commerce Bank, N.A.
43 (Director of Old (hereafter "Commerce
Tower from 2/19/85 Bank"), 1982-present.
to 1/90) Chairman since Janu-
ary 1995. President
from December 1985 to
January 1995. Vice
Chairman of Commerce
Bancshares since
November 1991. Jona-
than M. Kemper is the
son of James M. Kemper
Jr. and the brother of
David W. Kemper. He is
a director of Commerce
Bank and Commerce
Bancshares.
</TABLE>
Security Ownership of Certain Beneficial Owners and Management:
--------------------------------------------------------------
The following sets out the ownership of those stockholders beneficially
owning more than 5% of the outstanding common stock of the Company as of
February 18, 1997.
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<PAGE> 7
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF OF OF OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Common Commerce Bank 15,051<F1a> 13.38%
as Fiduciary, 7,822<F1b>
922 Walnut
Kansas City, MO
<CAPTION>
The following stock ownership pertains to the directors and officers as
of February 18, 1997:
<S> <C> <C> <C>
Common James M. Kemper, Jr.<F2> 29,485 17.25%
David W. Kemper<F3> 27,014 15.80%
Jonathan M. Kemper<F4> 26,822 15.70%
Neil T. Douthat 635 .37%
Brian D. Everist 462 .27%
Benjamin F. Bryan 150 .09%
All directors and officers
as a group (7 persons) 84,568 49.48%
<FN>
Footnotes:
<F1> All stock registered in name of Commerce Bank is held in a
representative capacity, and Commerce Bank has no beneficial owner
ship. Shares reflected under Commerce Bank do not include 48,728
shares in which Commerce Bank in a representative capacity has some
voting or investment authority if the same shares are reflected as
beneficially owned by James M. Kemper, Jr., David W. Kemper or
Jonathan M. Kemper.
<F1a> Commerce Bank has sole voting and sole investment authority.
<F1b> Commerce Bank has shared voting and shared investment authority.
<F2> Includes 19,050 shares in trusts under which James M. Kemper, Jr. is
co-trustee but has no equitable ownership. Of such shares, he has
shared voting and shared investment authority over 13,903 shares and
sole voting and sole investment authority over 5,147 shares.
Includes 324 shares in a foundation in which Mr. Kemper has voting
and investment authority. Also includes 5,000 shares issuable upon
exercise of stock options which are currently exercisable.
<F3> Includes 1,316 shares in trusts under which David W. Kemper is co-
trustee with shared voting and investment authority, but no
beneficial ownership, and includes 6,460 shares in custodial accounts
over which David W. Kemper has investment power, but
5
<PAGE> 8
no voting or beneficial ownership. Does not include 12,120 shares in trust
for benefit of Jonathan M. Kemper, over which Jonathan M. Kemper has sole
investment authority and Jonathan M. Kemper and David W. Kemper have
shared voting authority. These shares are included in shares
beneficially owned by Jonathan M. Kemper. Does not include shares in
trust for James M. Kemper, Jr. in which David W. Kemper is co-trustee
with no voting or investment authority. These shares are included as
shares beneficially owned by James M. Kemper, Jr. Does not include
1,310 shares owned by wife.
<F4> Includes 14,166 shares in trusts under which Jonathan M. Kemper is co-
trustee with shared voting and investment authority but no beneficial
ownership. Does not include 19,236 shares in trust for benefit of
David W. Kemper over which David W. Kemper has sole investment
authority and David W. Kemper and Jonathan M. Kemper have shared
voting authority. These shares are included as shares beneficially
owned by David W. Kemper. Does not include 1,310 shares owned by
wife.
</TABLE>
<TABLE>
EXECUTIVE OFFICERS
<CAPTION>
Served as Business Exp.
Name and age Position Officer Since Past 5 Years
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
James M. Kemper, Jr. Chairman of Board October 24, 1989 Chairman of Board
75 and President (Officer of Old and President of
Tower from 2/58 Company. Chairman
to 1/90) and President of
Old Tower to Jan-
uary 1990.
Benjamin F. Bryan Exec. Vice January, 1992 Employee of
43 President Company since
September, 1991 -
Officer since
January, 1992.
Chester A. Wittwer Jr. Vice President/ October 24, 1989 Employee and
60 Secretary (Officer of Old officer of com-
Tower from 1/73 pany and Old
to 1/90) Tower.
</TABLE>
6
<PAGE> 9
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
Name and All Other
Principal Position Year Salary Bonus Compensation<F1>
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James M. Kemper, Jr. 1996 $88,000 0 0
Chairman and President 1995 81,000 0 0
1994 76,250 0 0
Benjamin F. Bryan 1996 106,050 0 1,591
Exec. Vice President 1995 93,750 0 1,406
1994 83,365 0 1,250
Chester A. Wittwer, Jr. 1996 80,765 0 1,211
Vice President/Secretary 1995 77,894 0 1,168
1994 75,065 0 1,126
<FN>
<F1> Amounts paid or accrued under the Company's 401(K) Plan
</TABLE>
COMPENSATION PLANS
PENSION PLAN
The following tables show estimated annual benefits to persons in
specified compensation and years-of-service classification. The estimated
benefits assume the employee is age 65.
PENSION PLAN TABLE
------------------
Annual Benefit per Years of Service
10 yr.
Average
Compensation 10 15 20 25 30
$125,000 $17,228 $25,843 $34,462 $43,077 $49,968
100,000 13,522 20,284 27,049 33,810 39,219
75,000 9,816 14,724 19,635 24,543 28,470
50,000 6,109 9,164 12,221 15,276 17,720
The Company has accepted sponsorship of the retirement plan maintained
by Old Tower. The plan is for employees who are not covered by a collective
bargaining agreement. Upon retirement at age 65, an employee will receive an
annual benefit computed as follows:
25% of employee's average annual compensation over past 10 years plus
18% of the amount by which employee's average annual compensation
over past 10 years exceeds the social security base x employee's
earned benefit percent-
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<PAGE> 10
age x employee's short service percentage. Social security base is the
average of the employee's social security wages based applied during the
employee's working lifetime. Earned benefit percentage is determined by
dividing employee's actual years of service from time to time by expected
years of service to age 65. The earned benefit percentage cannot exceed
100%. Short service percentage is determined by dividing expected years
of service to age 65 by 29. This percentage is 100% if employee's
expected years service is 29 or more. Annual benefits will not be less
than $300.00 or more than $50,000.00.
All compensation reflected in the Summary Compensation Table is covered
under the Plan. As of January 1, 1997, Mr. James M. Kemper, Jr., was
credited with 21 years of service, Mr. Wittwer was credited with 24 years of
service, and Mr. Bryan was credited with 5 years of service.
401K PLAN
Company has adopted a 401K Plan. Under the plan, all full time
employees who have been employed for 1 year (1,000 hours) and have attained
21 years of age are eligible. Eligible employees may elect to contribute to
the plan up to 13.5% of the employee's compensation, but not to exceed
$9,500.00 annually.
The Company will match the employee contribution at the rate of 25% of
the employee contribution, provided that the Company will make no matching
contribution on the amount of the employee contribution which is in excess of
6% of the employee compensation.
The Company may also make discretionary contributions which, if made,
will be allocated in proportion to the eligible employees compensation.
Participants are 100% vested in their contribution at all times.
Vesting in Company contribution accrues at the rate of 20% per year, provided
that the employee is fully vested at death, disability, attaining age 65 or
termination of plan. Participants may self-direct investments in funds
controlled by the trustee. Taxes on contributions and earnings are deferred.
Withdrawal of vested Company contributions may occur when participant's
employment terminates or when participant retires, retires due to disability,
dies or incurs a hardship (as defined in the plan) and when participant
reaches 59 1/2 years of age (provided participant is fully vested).
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<PAGE> 11
During the year ending December 31, 1996, the Company's matching
contributions under the plan on behalf of Mr. Wittwer were $1,211.00, on
behalf of Mr. Bryan were $1,591.00, and on behalf of all present executive
officers of Company as a group were $2,802.00.
STOCK PURCHASE PLAN
Effective July 1, 1990, the Company adopted a Stock Purchase Plan for
non-employee directors. The Plan permits the non-employee directors to elect
to have their director fees retained by the Company in a special account.
The Company will annually add to the special accounts 25% of the amount
contributed by each participating director. Semi-annually, the funds in each
participant's account shall be used to purchase common stock of the Company
at the last known sale price and the stock shall be distributed to
participants. For the calendar year ending December 31, 1996, the
amounts contributed to each non-employee director's special account and the
stock subsequently acquired by each such director is as follows:
Amount Shares
Director Contributed Company 25% Acquired
David W. Kemper $4,000 $1,000 55
Jonathan M. Kemper 4,000 1,000 55
Neil T. Douthat 4,000 1,000 55
Brian D. Everist 4,000 1,000 55
Each non-employee director elected to participate in the Stock Purchase
Plan effective July 1, 1990 and received Company stock in lieu of the
compensation as set forth above.
TRANSACTIONS
James M. Kemper, Jr., David W. Kemper and Jonathan M. Kemper
beneficially own approximately 9.1% of Commerce Bancshares, Inc., parent of
Commerce Bank. James M. Kemper, Jr. and David W. Kemper are directors of
Commerce Bancshares, Inc. and David W. Kemper is Chairman and President.
Jonathan M. Kemper is Director and Chairman of Commerce Bank and Vice
Chairman of Commerce Bancshares, Inc.
During 1996, the Company performed construction work for Commerce Bank,
and the Company leased office space, parking space and lots to Commerce Bank.
For the year 1996, the Company received rents, utility charge reimbursement
and construction payments from Commerce Bank of $715,125. The Company
provided steam, parking facility management and services to CB Building Corp.
(owned by Commerce Bank N.A. Kansas City). For said services, the Company
received $436,400 during the year 1996. Each of the services
9
<PAGE> 12
provided by the Company and the amount of payment was the result of arms length
negotiations.
The Company has a line of credit of $15,000,000 with Commerce Bank.
$700,000 of the line of credit was used to acquire property located at
916-920 Walnut, Kansas City, Missouri. $1,750,000 of the line of credit was
also used to acquire 9221 Quivera office building and an additional 70,000
square foot parcel of land in Overland Park, Kansas. $3,675,000 of the line of
credit was used to purchase 9909 Lakeview Avenue, Lenexa, Kansas, a
warehouse. The Company has obtained permanent financing for the warehouse of
$2,720,000 from Prudential Insurance of America. The balance of the line of
credit as of February 11, 1997 was $8,846,859.
ACCOUNTING INFORMATION
Arthur Andersen LLP, independent public accountants, were employed by
Old Tower on July 17, 1973, and served as accountants and auditors for Old
Tower until the merger on January 29, 1990. Arthur Andersen LLP, were
employed as accountants and auditors of the Company effective January 1, 1990
and have served since that date. A representative of Arthur Andersen LLP
will be present at the stockholders meeting. That representative will be
available to make statements concerning the audit and to answer any questions
presented from the floor. Arthur Andersen LLP has been selected as the
Company's independent public accountants for 1997.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1998 annual
meeting must be received at the Company's office, Suite 100, Commerce Tower,
Kansas City, Missouri 64105, not later than November 4, 1997, to be included
in the proxy statement and on the proxy form.
OTHER MATTERS
The Board of Directors has no standing, audit, or nominating committees
or committees performing similar functions. The compensation committee met
once during the calendar year 1996. Effective January 1, 1997, the
compensation committee consists of Neil Douthat and Brian Everist. During
the past fiscal year the Company held four regular and no special Board of
Directors meetings. Each director except for salaried officers was entitled
to $250.00 for each meeting attended, plus $3,000.00 annually.
The Company will furnish to any person who was a stockholder on
February 18, 1997 (without charge) a copy of the Annual Report on Form 10-K,
including the financial statements and schedules thereto, required to be
filed with the Securities and Exchange
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<PAGE> 13
Commission upon such person's written request for the same, which request must
contain a good faith representation that, as of February 18, 1997 such person
was a beneficial owner of securities entitled to vote at such meeting. The
request should be directed to Mr. Chester A. Wittwer, Jr., Secretary, Tower
Properties Company, Suite 100, 911 Main Street, Kansas City, Missouri 64105.
The management does not know of any matter of business to come before
the meeting other than that referred to in the notice of meeting, but it is
intended that as to any such other matter of business, the person named in
the accompanying proxy will vote said proxy in accordance with the judgment
of the persons or persons voting the same.
By Order of the Board of Directors
CHESTER A. WITTWER, JR.
Secretary
March 5, 1997
11
<PAGE> 14
PROXY
TOWER PROPERTIES COMPANY
100 Commerce Tower, 911 Main Street
Kansas City, Missouri 64105
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James M. Kemper, Jr., Benjamin F. Bryan, and
Chester A. Wittwer, Jr., or any one of them, as Proxies, each with the power
to appoint his substitute, and hereby authorizes them to represent and to
vote, as designated below, all the shares of common stock of Tower Properties
Company held of record by the undersigned on February 18, 1997 at the annual
meeting of stockholders to be held on April 9, 1997 or any adjournment thereof.
1. / / ELECTION OF DIRECTORS / / WITHHOLD AUTHORITY
FOR all nominees listed below to vote for all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
David W. Kemper and Brian D. Everist
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. The 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
PROPOSAL 1.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: , 1997
-------------------------------------
-------------------------------------------------
Signature
-------------------------------------------------
Signature if held jointly
-------------------------------------------------
PLEASE MARK, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
-------------------------------------------------
