<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
/X/ Definitive Proxy Statement Commission Only
/ / Definitive Additional Materials (as permitted by Rule
/ / Soliciting Material Pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
TOWER PROPERTIES COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(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 TRANSACTIONS 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:
- ------------------------------------------------------------------------------
<PAGE> 2
TOWER PROPERTIES COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 12, 2000
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
12, 2000 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 2003.
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 22,
2000 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
ROBERT C. HARVEY, III
Secretary
March 7, 2000
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 12, 2000
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 12, 2000. 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 7, 2000. 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"). Old Tower was merged with Bancshares, and the
corporate name of Acquisition was changed to Tower Properties Company
("Company").
VOTING SECURITIES:
Only stockholders at the close of business on February 22, 2000 are
entitled to vote at the meeting, and at the close of business on said date
there were outstanding 182,809 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
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.
<PAGE> 4
ELECTION OF DIRECTORS
The Articles of Incorporation provide for a Board of Directors
consisting of six (6) persons. There are two (2) "Class I" directors who
serve until the annual stockholders meeting in 2002; two (2) "Class II"
directors who serve until 2000; and two (2) "Class III" directors who serve
until 2001. At each annual meeting of stockholders, the directors
constituting one class are elected for a three year term. Neil T. Douthat, a
Class I director, resigned on November 18, 1999, thus, there is one vacancy
on the Board of Directors, which has not been filled to date.
Two (2) "Class II" directors will be elected at the 2000 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.
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 2003.
<S> <C> <C>
David W. Kemper October 24, 1989 President and Director
49 of Commerce Bancshares
since 1982. Chairman,
President and CEO of
Commerce Bancshares
since November 1991.
Chairman, President and
CEO of Commerce Bank, N.A.
since December of 1997.
Chairman and CEO of Commerce
Bank, St. Louis, 1986-1997.
Director of Ralcorp Hold-
ings and Wave Technologies,
Inc. David W. Kemper is the
son of James M. Kemper,
Jr. and brother of
Jonathan M. Kemper.
Brian D. Everist October 24, 1989 President of Intercontinental
49 Engineering - Manufacturing
Corp. - heavy manufacturing
since May 1987.
3
<PAGE> 5
The following directors of the Company will continue after the 2000 annual
meeting:
Class III to serve until annual meeting in 2001.
Thomas R. Willard July 15, 1997 President of the Company since
45 July 1997. Joined Company in
June of 1997. President of
Bliss Associates, Inc., a real
estate appraisal firm, prior
thereto.
Jonathan M. Kemper October 24, 1989 Commerce Bank, N.A. (hereafter
46 (Director of Old "Commerce Bank"), 1982 to
Tower from 2/19/85 present. Vice-Chairman since
to 1/90) January 1995. President from
December 1985 to January 1995.
Vice Chairman of Commerce
Bancshares since November 1991.
Jonathan 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.
Class I to serve until annual meeting in 2002.
James M. Kemper, Jr. October 24, 1989 Chairman of the Company and past
78 (Director of Old president. Mr. Kemper was a
Tower from 1/23/58 director of Commerce Bancshares
to 1/90) until April 16, 1997. James M.
Kemper, Jr. is the father of
Jonathan M. Kemper and David W.
Kemper.
</TABLE>
4
<PAGE> 6
Currently vacant
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 22, 2000.
<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 <F1> 23,592 <F1a> 17.17%
as Fiduciary, 7,615 <F1b>
922 Walnut
Kansas City, MO
The following stock ownership pertains to the directors and officers as
of February 22, 2000:
Common James M. Kemper, Jr. <F2> 26,422 14.45%
David W. Kemper <F3> 28,967 15.85%
Jonathan M. Kemper <F4> 27,448 15.01%
Brian D. Everist 564 .31%
All directors and officers 83,401 45.62%
as a group (9 persons)
<FN>
Footnotes:
<F1> All stock registered in name of Commerce Bank is held in a
representative capacity, and Commerce Bank has no beneficial ownership.
Shares reflected under Commerce Bank do not include 48,619 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.
5
<PAGE> 7
<F3> Includes 1,316 shares in trusts under which David W. Kemper is
co-trustee with shared voting and investment authority, but no equitable
ownership, and includes 8,060 shares in custodial accounts over which
David W. Kemper has investment power, but no voting or equitable
ownership. Does not include 12,417 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 1,506 shares owned
beneficially by his wife.
<F4> Includes 14,495 shares in trusts under which Jonathan M. Kemper is
co-trustee with shared voting and investment authority but no equitable
ownership. Does not include 19,591 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 1,506 shares owned beneficially by his 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
78 (Officer of Old and past Presi-
Tower from 2/58 dent of Company.
to 1/90)
Thomas R. Willard President July 15, 1997 Employee of Com-
45 pany since June
1997 - Officer
since July
1997. Prior
thereto, Presi-
dent of Bliss
Associates Inc.
Robert C. Harvey, III Vice President/ October 29, 1998 Employee of Com-
38 Secretary January 19, 1999 pany since May,
1998 - officer
since October,
1998. Previously
Controller of
Whitney E. Kerr
and Company 2/93
to 4/95, Curry
Investment Company
4/95 to 2/96,
Van Meter
Knitware, Inc.,
2/96 to 4/97,
Uhlman Company,
4/97 to 5/98.
6
<PAGE> 8
Margaret V. Allinder Vice President/ October 29, 1998 Employee of Com-
47 Asst. Secretary pany since 1971.
Assistant
Secretary since
1977.
E. Gibson Kerr Vice President January 19, 1999 Employee of Com-
36 pany since Nov-
ember of 1977.
Officer since
January of 1999.
Prior to join-
ing Company,
principal with
Colliers Turley
Martin (1992-
1997.
Daniel R. Ellerman Vice President November 2, 1999 Employee of Com-
60 pany since July
of 1987.
Officer since
November 1999.
</TABLE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
Annual Number of Stock All Other
Name and Compensation Options Compen-
Principal Position Year /Salary Bonus Granted sation<F1>
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James M. Kemper, Jr. 1999 $ 91,663 0 2,000 0
Chairman and CEO 1998 100,000 0 5,000 0
1997 100,000 0 5,000 0
Thomas R. Willard 1999 156,157 $15,000 0 $1,437
President 1998 117,500 10,000 0 1,137
1997 67,708<F2> 10,000 0 0
Robert C. Harvey, III 1999 74,630 2,500 0 302
Vice President/Secretary 1998 45,450<F3> 0 0 0
1997 0 0 0 0
E. Gibson Kerr 1999 156,339 0 0 1,173
Vice President 1998 109,538 0 0 89
1997 6,154 0 0 0
<FN>
<F1> Amounts paid or accrued under the Company's 401(K) Plan
<F2> From June, 1997 to December 31, 1997.
<F3> From May, 1998 to December 31, 1998.
</TABLE>
7
<PAGE> 9
OPTION GRANTS IN CALENDAR YEAR 1999
The following table sets forth information regarding each stock option
granted during calendar year 1999 to the one individual named in the Summary
Compensation Table to whom a stock option was granted.
<TABLE>
<CAPTION>
Percent of
Number of Total
Shares Options
Underlying Granted to
Options Employees Exercise
Granted in Fiscal Price Expiration
Name <F1> Year ($)/Share Date
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James M. Kemper, Jr. 2,000 100% $156.00 1/26/04
<FN>
<F1> This option was granted on January 19, 1999, and was exercisable in full
beginning on the date of grant.
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES DURING CALENDAR YEAR 1999
AND OPTION VALUES ON DECEMBER 31, 1999
<CAPTION>
Number of Value of
Shares Unexercised
Underlying In-The-Money
Unexercised Options at
Number of Options at 12/31/99
Shares 12/31/99 Fiscal Year-End
Acquired On Value Exercisable/ Exercisable/
Name<F1> Exercise Realized Unexercisable Unexercisable
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James M. Kemper, Jr. 2,000 0 0 0
<FN>
<F1> No executive officer held stock options at any time during 1999 other
than James M. Kemper, Jr.
</TABLE>
8
<PAGE> 10
COMPENSATION PLANS
PENSION PLAN
The Company maintained a pension plan until October 31, 1999, at which
date, the pension plan was terminated. The employees covered by the plan
will receive distribution of the accrued benefit, but the distribution has
not been made at this date. It is estimated that the directors and officers
covered by the plan will receive distribution of amounts approximately as
follows:
<TABLE>
<S> <C>
James M. Kemper, Jr. $20,080
Thomas R. Willard 13,025
Robert C. Harvey, III 1,500
Margaret V. Allinder 30,415
E. Gibson Kerr 2,294
Daniel R. Ellerman 19,351
</TABLE>
401K PLAN
The 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
$10,000.00 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).
9
<PAGE> 11
During the year ending December 31, 1999, the Company's matching
contributions under the plan on behalf of Mr. Willard were $1,437; on behalf
of Mr. Harvey were $302; on behalf of Ms. Allinder were $765; on behalf of
Mr. Kerr were $1,173; on behalf of Mr. Ellerman were $1,152; and on behalf of
all present executive officers of Company as a group were $4,829.
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, 1999, the
amounts contributed to each non-employee director's special account and the
stock subsequently acquired by each such director is as follows:
<TABLE>
<CAPTION>
Amount Shares
Director Contributed Company 25% Acquired
<S> <C> <C> <C>
David W. Kemper $4,000 $1,000.00 31
Jonathan M. Kemper 3,750 937.50 30
Neil T. Douthat 4,000 1,000.00 31
Brian D. Everist 4,000 1,000.00 31
</TABLE>
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 8.3% of Commerce Bancshares, Inc., parent of
Commerce Bank. David W. Kemper is Chairman of the Board and President of
Commerce Bancshares, Inc. and Commerce Bank. Jonathan M. Kemper is Director
and Vice Chairman of the Board of Commerce Bank and of Commerce Bancshares,
Inc.
During 1999, the Company performed construction work for Commerce Bank,
and the Company leased office space, parking space and lots to Commerce Bank.
For the year 1999, the Company received rents, utility charge reimbursement
and construction payments from Commerce Bank of $4,754,792. The Company
provided steam, commercial office building management, parking, parking
facility management and services to CB Building Corp.(owned by Commerce Bank
N.A. Kansas City) and Delaware Redevelopment Corp. (owned by Commerce
Bancshares, Inc.). For said services, the Company received $1,284,995 during
the year 1999. Each of the services provided by the Company and the amount
of payment was the result of arms length negotiations.
10
<PAGE> 12
The Company has a line of credit of $18,000,000 with Commerce Bank. The
line of credit has been used primarily to complete the construction of Phase
IV of the New Mark apartment complex, complete construction on the Tower
parking garage and cover operating expenses. In addition, the line of credit
has been used to fund letters of credit on Hillsborough Apartments ($65,000),
New Mark Phase III ($385,000), New Mark Phase IV ($1,149,500), Real Estate
Bond Issue ($6,656,000), and in conjunction with retirement plan ($201,481).
It is anticipated that the New Mark Phase III letter of credit will be
released by April 1, 2000. The balance of the line of credit as of February
18, 2000, was $5,393,019.
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 will perform the 1999 audit
for the Company. The accounting firm to perform independent accounting
services for 2000 has not yet been selected.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2001 annual
meeting must be received at the Company's office, Suite 100, Commerce Tower,
Kansas City, Missouri 64105, not later than November 8, 2000, 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 1999. During 1999, the compensation committee
consisted of Neil Douthat and Brian Everist. Mr. Douthat resigned as a
director on November 18, 1999 and thus, is not currently a member of the
compensation committee. 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.
11
<PAGE> 13
The Company will furnish to any person who was a stockholder on February
22, 2000 (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 Commission upon such person's written request for the
same, which request must contain a good faith representation that, as of
February 22, 2000 such person was a beneficial owner of securities entitled
to vote at such meeting. The request should be directed to Mr. Robert C.
Harvey, III, Secretary, Tower Properties Company, Suite 100, 911 Main Street,
Kansas City, Missouri 64105.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
E. Gibson Kerr became a Vice President of the Company on January 19,
1999. A Form 3 should have been filed with the SEC by February 10, 1999, but
was not filed until March 9, 1999. Mr. Kerr owns no stock in the Company at
this time and did not own stock in the Company at the time he became an
officer.
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
ROBERT C. HARVEY, III
Secretary
March 7, 2000
12
