SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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
Rule 14a-6(e) (2) )
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
AMERICAN MORTGAGE ACCEPTANCE 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 Appropriate Box):
[X] No fee required
[ ] Fee computed on table below per exchange Act Rules 14a-6 (i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
--------------------------------------------------------------------------------
(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 File:
--------------------------------------------------------------------------------
AMERICAN MORTGAGE
ACCEPTANCE COMPANY
------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ON
JUNE 11, 2003
------------
April 30, 2003
To the Shareholders of American Mortgage Acceptance Company:
NOTICE IS HEREBY GIVEN THAT the 2003 Annual Meeting of American Mortgage
Acceptance Company ("AMAC") will be held on Wednesday, June 11, 2003 at 10:00
A.M. (local time), at the law offices of Paul, Hastings, Janofsky & Walker LLP,
75 East 55th Street, New York, New York for the following purposes:
(1) The election of five (5) Trustees for a term of one year to expire in
2004.
(2) The transaction of such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The Board of Trustees recommends a vote "FOR" each of the listed nominees.
The accompanying proxy statement contains additional information and should be
carefully reviewed by shareholders.
The Board of Trustees has fixed the close of business on April 16, 2003 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting and any adjournment or postponement thereof.
By Order of the Board of Trustees
/s/ Stuart J. Boesky
--------------------
Stuart J. Boesky
President and Chief Executive Officer
IT IS MOST IMPORTANT THAT YOU COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
STAMPED, SELF-ADDRESSED PROXY CARD.
YOUR FAILURE TO PROMPTLY RETURN THE PROXY INCREASES THE OPERATING COSTS OF
YOUR INVESTMENT.
YOU ARE CORDIALLY INVITED TO PERSONALLY ATTEND THE MEETING, BUT YOU SHOULD
RETURN THE PROXY CARD WHETHER OR NOT YOU ATTEND THE MEETING.
AMERICAN MORTGAGE ACCEPTANCE COMPANY
625 MADISON AVENUE
NEW YORK, NEW YORK 10022
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS
INTRODUCTION
The accompanying form of proxy is solicited on behalf of the Board of
Trustees (the "Board of Trustees", each individual Trustee serving thereon, a
"Trustee") of American Mortgage Acceptance Company ("AMAC" or the "Company") for
use at the Annual Meeting of Shareholders of AMAC (the "Meeting") to be held
Wednesday, June 11, 2003 at 10:00 A.M. (local time), at the law offices of Paul,
Hastings, Janofsky & Walker LLP, 75 East 55th Street, New York, New York, and at
any adjournment or postponement thereof. AMAC has first mailed these proxy
materials to holders (the "Shareholders") of shares of beneficial interest in
AMAC (the "Shares"), on or about April 30, 2003. AMAC's executive offices are
located at 625 Madison Avenue, New York, New York 10022 (telephone: (212)
588-1765). Shareholders of record at the close of business on April 16, 2003
(the "Record Date") will be entitled to vote at the Meeting or at any
adjournment or postponement thereof.
Shares represented by properly executed proxy cards received by AMAC at or
prior to the Meeting will be voted according to the instructions indicated on
the proxy card. If no instructions are given, the persons named on the proxy
card intend to vote the Shares so represented "FOR" the election of each of the
nominees for re-election as Trustees.
Proxies may be revoked by those persons executing proxies at any time
before the authority granted thereby is exercised by delivering to AMAC's
secretary at or prior to the Meeting a written notice of revocation bearing a
later date than the date of the proxy, duly executing a subsequently dated proxy
with respect to the same Shares represented by the proxy and delivering it to
AMAC's secretary at or before the Meeting or attending the Meeting and voting in
person, although attendance at the Meeting will not, by itself, constitute
revocation. Any written notice revoking a proxy should be delivered at or prior
to the Meeting to the attention of the secretary, American Mortgage Acceptance
Company, 625 Madison Avenue, New York, New York 10022.
The Board of Trustees recommends a vote "FOR" each of the Trustees.
As of April 16, 2003, approximately 8,063,630 Shares were outstanding, with
each Share entitled to one vote on all matters that may come before the Meeting.
RECENT DEVELOPMENTS
On April 25, 2003, Steven B. Wendel resigned his position of Chief
Operating Officer of AMAC in order to pursue other opportunities. AMAC has begun
a search for a new Chief Operating Officer. Alan Hirmes, a Trustee and the
Senior Vice President of AMAC, will serve as interim Chief Operating Officer
until a replacement for Mr. Wendel has been hired.
PROPOSAL BEFORE THE MEETING
ELECTION OF TRUSTEES
At the Meeting, five Trustees are to be elected for one-year terms expiring
in 2004. All of the nominees are currently Trustees of AMAC. Trustees are
elected by a plurality of the votes cast (assuming the presence of a quorum
consisting of a majority of the Shareholders whether present in person or by
proxy).
Unless Shareholders otherwise specify, Shares represented by duly executed
proxies will be voted "FOR" the indicated nominees for election as Trustees. The
Board of Trustees has no reason to believe that any of the nominees will be
unable or unwilling to continue to serve as a Trustee if elected. However, in
the event that any nominee should be unable or unwilling to serve, the Shares
represented by proxies received will be voted for another nominee selected by
the Board of Trustees. THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE
LISTED NOMINEES.
The following table sets forth information with respect to each nominee
nominated to serve as a Trustee for a term to expire in 2004.
NAME OF TRUSTEE/
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION
-------------------- --- --------------------
Stuart J. Boesky ............. 45 Mr. Boesky is Chairman, the President and
Chief Executive Officer of AMAC and is the
President and Director of Related AMI
Associates, Inc. (the "Advisor"). Mr. Boesky
is a Senior Managing Director and one of the
principals of Related Capital Company
("Related"), the real estate finance
affiliate of The Related Companies, L.P.
("TRCLP"), where his primary areas of
responsibility are the creation, design, and
implementation of Related's debt and equity
finance programs and management of all debt
product origination and loan servicing. Mr.
Boesky practiced real estate and tax law
with the law firm of Shipley & Rothstein
from 1984-1986, when he joined Related. From
1983-1984, he practiced law with the Boston
office of Kaye, Fialkow, Richman and
Rothstein. Previously, Mr. Boesky was a
consultant at the accounting firm of
Laventhol & Horwath. Mr. Boesky graduated
with high honors from Michigan State
University with a Bachelor of Arts degree
and from Wayne State School of Law with a
Juris Doctor degree. He then received a
Master of Laws degree in Taxation from
Boston University School of Law. Mr. Boesky
is on the board of Trustees of Charter
Municipal Mortgage Acceptance Company
("CharterMac"), another Company managed by
an affiliate of Related. Mr. Boesky is a
regular speaker at industry conferences and
on television. Mr. Boesky is also a member
of the board of directors of the National
Association of Affordable Housing Lenders.
Peter T. Allen ............... 57 Mr. Allen is a Trustee of AMAC and is the
President of Peter Allen & Associates, Inc.,
a real estate development and management
firm, in which capacity he has been
responsible for the leasing, refinancing and
development of major commercial properties.
Mr. Allen has also been an Adjunct Professor
of the Graduate School of Business at the
University of Michigan since 1981. Mr. Allen
received a Bachelor of Arts degree in
history/economics from DePauw University and
a Masters Degree in Business Administration
with Distinction from the University of
Michigan. Mr. Allen has been an Independent
Trustee since 1991 and is a member of the
Audit and Compensation Committees. Mr. Allen
also serves on the board of Trustees of
CharterMac.
2
Arthur P. Fisch .............. 61 Mr. Fisch is a Trustee of AMAC and is an
attorney in private practice specializing in
real property and securities law since
October 1987, with Arthur P. Fisch, P.C. and
Fisch & Kaufman. From 1975-1987, Mr. Fisch
was employed by E.F. Hutton & Company,
serving as First Vice President in the
Direct Investment Department from 1981-1987
and associate general counsel from 1975-1980
in the legal department. As First Vice
President, he was responsible for the
syndication and acquisition of residential
real estate. Mr. Fisch received a B.B.A.
from Bernard Baruch College of the City
University of New York and a Juris Doctor
degree from New York Law School. Mr. Fisch
is admitted to practice law in New York and
Pennsylvania. Mr. Fisch has been an
Independent Trustee since 1991 and is a
member of the Audit and Compensation
Committees. Mr. Fisch also serves on the
board of Trustees of CharterMac.
Alan P. Hirmes ............... 48 Mr. Hirmes is a Trustee, Senior Vice
President and Interim Chief Operating
Officer of AMAC and is the Senior Vice
President of the Advisor. Mr. Hirmes is a
Senior Managing Director and one of the
principals of Related, where he is
responsible for overseeing the finance,
accounting, and investor services
departments and the joint-venture
development program. Mr. Hirmes has been a
Certified Public Accountant in New York
since 1978. Prior to joining Related in
October 1983, Mr. Hirmes was employed by
Weiner & Co., certified public accountants.
Mr. Hirmes graduated from Hofstra University
with a Bachelor of Arts degree. Mr. Hirmes
also serves on the board of Trustees of
CharterMac.
Scott M. Mannes .............. 43 Mr. Mannes is a Trustee of AMAC and is the
co-founder of Drawbridge Capital, LLC, an
investment firm that operates as an advisor
and service provider to, and investor in,
the specialty finance industry. Prior to
Drawbridge, Mr. Mannes was a key participant
in the development and evolution of the
investment banking and merchant banking
operations during his nine-year tenure at
ContiFinancial Corporation, most notably as
Co-President of ContiFinancial Services
Corporation. Mr. Mannes was instrumental in
developing the investment banking, merchant
banking and venture capital activities for
ContiFinancial, including managing the
acquisitions of assets and investment
banking relationships to promote the
company's securitization activities and
managing the acquisition of equity interests
in affiliate residential and commercial loan
origination companies. Prior to joining
ContiFinancial in 1990, Mr. Mannes spent
seven years with Financial Guaranty
Insurance Company, developing the first
financial guaranties applied to sub-prime
mortgage loan securitizations. Mr. Mannes is
a graduate of Statue University at Albany
and received a Master of Public
Administration degree from the Rockefeller
School of Public Affairs and Policy.
3
MANAGEMENT
TRUSTEES AND OFFICERS
The Board of Trustees directs the management of the business of AMAC but
retains the Advisor to manage the Company's day-to-day affairs. The Board of
Trustees delegates to the Advisor responsibilities with respect to, among other
things, overseeing the portfolio of assets of AMAC and acquiring and disposing
of investments. During 2002, the Board of Trustees held sixteen meetings, the
Audit Committee held four meetings, and the Compensation Committee did not hold
any meetings. The average attendance in the aggregate of the total number of
Board of Trustees and committee meetings was 90%.
The Trustees and executive officers of AMAC are as follows:
YEAR FIRST BECAME
NAME AGE OFFICE HELD OFFICER/TRUSTEE TERM EXPIRES
---- -- ----------- ----------------- ------------
Stuart J. Boesky .................. 45 Chairman of the Board, 1991 2003
Chief Executive Officer
and President
Peter T. Allen .................... 57 Managing Trustee 1991 2003
Arthur P. Fisch ................... 61 Managing Trustee 1991 2003
Alan P. Hirmes .................... 48 Managing Trustee, 1991 2003
Senior Vice President and
Interim Chief Operating Officer
Scott M. Mannes ................... 43 Managing Trustee 2001 2003
Stuart A. Rothstein ............... 37 Executive Vice President and 2002 --
Chief Financial Officer
Denise L. Kiley ................... 43 Senior Vice President 1999 --
Marc D. Schnitzer ................. 42 Senior Vice President 1999 --
John J. Sorel ..................... 42 Senior Vice President 1999 --
Mark J. Schlacter ................. 52 Vice President 1993 --
Gary Parkinson .................... 54 Controller 2000 --
Teresa Wicelinski ................. 37 Secretary 1998 --
-----------------
Biographical information with respect to Messrs. Boesky, Allen, Fisch,
Hirmes and Mannes is set forth under "PROPOSAL BEFORE THE MEETING " above.
STUART A. ROTHSTEIN is an Executive Vice President and Chief Financial
Officer of AMAC and an Executive Vice President of Related. Prior to joining
Related in September 2002, Mr. Rothstein was Chief Financial Officer at Spieker
Properties, a San Francisco-based office real estate investment trust ("REIT")
with over $7 billion in real estate assets and $850 million in revenues. At
Spieker Properties, Mr. Rothstein was responsible for developing and
implementing all aspects of the company's corporate financial strategy,
including executing over $4.0 billion in capital raising transactions, which
included public and private debt and equity offerings and structured
transactions. Mr. Rothstein's past experience also includes a position as
Manager with Price Waterhouse. Mr. Rothstein graduated from Pennsylvania State
University with a Bachelor of Science degree in accounting and received his
Masters in Business Administration from Stanford Graduate School of Business.
Mr. Rothstein is a Certified Public Accountant in the State of New York.
4
DENISE L. KILEY is a Senior Vice President of AMAC and is a Managing
Director and principal of Related and Director of its Asset Management Division.
Ms. Kiley is responsible for overseeing due diligence and asset management of
multifamily residential properties invested in Related-sponsored corporate,
public and private equity and debt funds. Prior to joining Related in 1990, Ms.
Kiley was a First Vice President with Resources Funding Corporation, where she
was responsible for acquiring, financing, and asset managing multifamily
residential properties. Previously, she was an auditor with Price Waterhouse.
Ms. Kiley is a member of the National Association of Home Builders and the
National Housing and Rehabilitation Association. She received a Bachelor of
Science degree in accounting from the Carroll School of Management at Boston
College.
MARC D. SCHNITZER is a Senior Vice President of AMAC. Mr. Schnitzer is also
a Managing Director and principal of Related. Mr. Schnitzer directs Related's
tax credit group, which has invested in excess of $4.5 billion in affordable
housing tax credit properties since 1987, and is responsible for structuring and
marketing Related's institutional tax credit offerings. Mr. Schnitzer is a
frequent speaker at industry conferences sponsored by the National Council of
State Housing Agencies, the National Housing and Rehabilitation Association and
the National Association of Homebuilders. He is a member of the Executive
Committee of the Board of Directors of the National Multi-Housing Council and a
Vice President and member of the Executive Committee of the Affordable Housing
Tax Credit Coalition. Mr. Schnitzer joined Related in 1988 after receiving his
Masters of Business Administration degree from The Wharton School of The
University of Pennsylvania in December 1987. From 1983 to 1986, Mr. Schnitzer
was a Financial Analyst with First Boston Corporation, an international
investment bank. Mr. Schnitzer received a Bachelor of Science degree in business
administration, summa cum laude, from the Boston University School of Management
in 1983.
JOHN J. SOREL is a Senior Vice President of AMAC and is a Vice President of
Related. Mr. Sorel is responsible for overseeing construction risk management
for AMAC. Prior to joining Related in November 1999, Mr. Sorel was a Vice
President for BankBoston in its real estate department from 1993-1999, where he
originated and managed over $150 million of corporate and construction loan
facilities for the low-income housing tax credit industry. From 1991-1993, Mr.
Sorel worked as an Assistant Vice President for Recoll Management. Mr. Sorel
holds a Bachelor of Arts degree in economics from Syracuse University.
MARK J. SCHLACTER is a Vice President of AMAC and is responsible for AMAC's
FHA mortgage acquisitions program. Mr. Schlacter is also a Vice President of
Related and has been with Related since June 1989. Prior to joining Related, Mr.
Schlacter garnered 16 years of direct real estate experience, covering retail
and residential construction, single and multifamily mortgage origination and
servicing, commercial mortgage origination and servicing, property acquisition
and financing, and mortgage lending program underwriting and development. He was
a Vice President with Bankers Trust Company from 1986 to June 1989, and held
prior positions with Citibank, Anchor Savings Bank and the Pyramid Companies
covering the 1972-1986 period. Mr. Schlacter holds a Bachelor of Arts degree in
political science from Pennsylvania State University.
GARY PARKINSON is the controller of AMAC. Mr. Parkinson is also an
Assistant Vice President of Related. Mr. Parkinson has been a Certified Public
Accountant in New York since 1987. Prior to joining Related in September 2000,
Mr. Parkinson was employed by American Real Estate Partners, L.P. from July 1991
to September 2000, Integrated Resources, Inc. from August 1988 to July 1991 and
Ernst and Young from September 1984 to August 1988. Mr. Parkinson graduated from
Northeastern University and The Johnson Graduate School of Business at Cornell
University.
TERESA WICELINSKI is the Secretary of AMAC. Ms. Wicelinski joined Related
in June 1992, and prior to that date was employed by Friedman, Alprin & Green,
certified public accountants. Ms. Wicelinski graduated from Pace University with
a Bachelor of Arts Degree in accounting.
COMMITTEES OF THE BOARD OF TRUSTEES
The Board of Trustees has standing Audit and Compensation Committees. The
Audit Committee's duties include the review and oversight of all transactions
with affiliates of AMAC, the periodic review of AMAC's financial statements and
meetings with AMAC's independent auditors. The Audit Committee must have three
members, each of whom must be independent Trustees. The Audit Committee is
comprised of Messrs. Allen, Mannes and Fisch and had four meetings during AMAC's
fiscal year ended December 31, 2002.
5
The Compensation Committee's duties include the determination of
compensation, if any, of AMAC's executive officers and of the Advisor and the
administration of AMAC's Incentive Share Option Plan. The Compensation Committee
must have at least two members, each of whom must be an Independent Trustee. The
Compensation Committee is comprised of Messrs. Allen and Fisch and did not hold
any meetings during AMAC's fiscal year ended December 31, 2002.
THE ADVISOR
The officers of the Advisor provide services to AMAC on behalf of the
Advisor. The majority of the voting shares of the Advisor are owned by Messrs.
Boesky and Hirmes, as well as Stephen M. Ross, the Chairman of TRCLP. In
December 2002, CharterMac announced a proposed acquisition of Related Capital
Company, an affiliate of the Advisor. This acquisition will not affect AMAC or
its day-to-day operations.
The directors and executive officers of the Advisor are set forth below.
RELATED AMI ASSOCIATES, INC.
YEAR FIRST BECAME
NAME AGE OFFICES HELD OFFICER/MEMBER
---- --- ------------ -----------------
Stuart J. Boesky ............................ 45 Director and President 1991
Alan P. Hirmes .............................. 48 Senior Vice President 1991
Michael J. Brenner .......................... 57 Director 1999
Gary Parkinson .............................. 54 Treasurer 2000
Teresa Wicelinski ........................... 37 Secretary 1998
Biographical information with respect to Mr. Parkinson and Ms. Wicelinski
is set forth under "Trustees and Officers" above and with respect to Messrs.
Hirmes and Boesky is set forth under "PROPOSAL BEFORE THE MEETING" above.
MICHAEL J. BRENNER is a Director of the Advisor, and is the Executive Vice
President and Chief Financial Officer of TRCLP. Prior to joining TRCLP in 1996,
Mr. Brenner was a partner with Coopers & Lybrand, having served as managing
partner of its Industry Programs and Client Satisfaction initiatives from
1993-1996, managing partner of the Detroit group of offices from 1986-1993 and
Chairman of its National Real Estate Industry Group from 1984-1986. Mr. Brenner
graduated summa cum laude from the University of Detroit with a Bachelors degree
in Business Administration and from the University of Michigan with a Masters of
Business Administration, with distinction. Mr. Brenner also serves on the board
of Trustees of CharterMac.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
AMAC's officers and Trustees, and persons who own more than ten percent of a
registered class of AMAC's equity securities, to file reports of ownership and
changes in ownership with the Commission. These persons are required by
regulation of the Commission to furnish AMAC with copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, AMAC believes that during the fiscal year ended
December 31, 2002, AMAC's officers, Trustees and greater than ten percent
beneficial owners complied with all applicable Section 16(a) filing
requirements.
6
EXECUTIVE COMPENSATION
TRUSTEES AND MANAGEMENT
AMAC has ten executive officers and five Trustees (three of whom are
Independent Trustees). AMAC does not pay or accrue any fees, salaries or other
forms of compensation to its officers other than options which may be received
under the Share Option Plan. Independent Trustees receive compensation for
serving as Independent Trustees at the rate of $10,000 per year payable in cash,
in addition to an expense reimbursement for attending meetings of the Board of
Trustees.
The Advisor, at its expense, provides all personnel necessary to conduct
AMAC's regular business. The Advisor receives various fees and reimbursements
for advisory and other services performed under the Advisory Agreement, as
further described in the "MANAGEMENT - Certain Relationships and Related
Transactions" section of this Proxy Statement. An affiliate of the Advisor pays
all salaries, bonuses and other compensation (other than options which may be
received under the Share Option Plan) to the officers of AMAC and the Advisor.
Certain members and officers of the sole general partner of the Advisor and
certain officers of AMAC receive compensation from the Advisor and its
affiliates for services performed for various affiliated entities, which may
include services performed for AMAC. Such compensation may be based in part on
the performance of AMAC; however, the Advisor believes that any such
compensation attributable to services performed for AMAC is immaterial.
SHARE OPTION PLAN
AMAC has adopted an Incentive Share Option Plan (the "Plan"), the purpose
of which is (i) to attract and retain qualified persons as Trustees and officers
and (ii) to incentivize and more closely align the financial interests of the
Advisor and its employees and officers with the interests of the Shareholders by
providing the Advisor with substantial financial interest in AMAC's success. The
Compensation Committee, which is comprised of Messrs. Allen and Fisch,
administers the Plan. Pursuant to the Plan, if AMAC's distributions per Share in
the immediately preceding calendar year exceed $1.45 per Share, the Compensation
Committee has the authority to issue options to purchase, in the aggregate, that
number of Shares which is equal to three percent of the Shares outstanding as of
December 31 of the immediately preceding calendar year (or in the initial year,
as of December 31, 1999), provided that the Compensation Committee may only
issue, in the aggregate, options to purchase a maximum number of Shares over the
life of the Plan equal to 383,863 Shares (i.e., 10% of the Shares outstanding on
December 31, 1999).
Subject to the limitations described in the preceding paragraph, if the
Compensation Committee does not grant the maximum number of options in any year,
then the excess of the number of authorized options over the number of options
granted in such year will be added to the number of authorized options in the
next succeeding year and will be available for grant by the Compensation
Committee in such succeeding year.
All options granted by the Compensation Committee will have an exercise
price equal to or greater than the fair market value of the Shares on the date
of the grant. The maximum option term is ten years from the date of grant. All
Share options granted pursuant to the Plan may vest immediately upon issuance or
in accordance with the determination of the Compensation Committee. No options
were granted for the years ended December 31, 1999, December 31, 2000, and
December 31, 2001. In 2002, AMAC distributed $1.51 per Share. Therefore, the
Compensation Committee was authorized to issue options for the year ended
December 31, 2002. On April 11, 2003, the Compensation Committee granted 190,000
options to 25 employees of Related and to Related.
7
The following table sets forth information concerning the grant of share
options to AMAC's trustees or executive officers:
POTENTIAL REALIZED
VALUE AT ASSUMED
PERCENTAGE OF ANNUAL RATES OF
TOTAL OPTIONS STOCK APPRECIATION AT
GRANTED TO PER SHARE THE END OF 10 YEARS (2)
OPTIONS EMPLOYEES EXERCISE EXPIRATION -------------------------
NAME TITLE GRANTED(1) IN FISCAL YEAR PRICE DATE 5% 10%
---- ----------- ----------- -------------- --------- ---------- ----------- ------------
Stuart Rothstein ............. CFO 52,000 27% $15.03 4/11/13 $491,519 $1,245,605
John Sorel ................... SVP 5,000 3% 15.03 4/11/13 47,261 119,770
Related Capital Company ...... Affiliate 30,000 16% 15.03 4/11/13 283,569 119,770
of Advisor
Others (23 people) ........... Various 103,000 54% 15.03 4/11/13 973,585 2,467,257
------- ------
Total ........................ 190,000 100%
------------------
1 Options become exercisable one-third on each of the first three
anniversaries of the date of grant.
2 Assumed annual rates of share price appreciation, as determined by the
rules of the Securities and Exchange Commission, for illustrative purposes
only. Actual share prices will vary from time to time based upon market
factors and the Company's financial performance. No assurance can be given
that such rates will be achieved.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee is comprised of two Independent Trustees
(Messrs. Allen and Fisch). The role of the Compensation Committee is to
administer the policies governing the Plan. Because AMAC does not pay salaries
and bonuses to the officers of AMAC or the Advisor, the Compensation Committee
does not determine executives' salary levels. Subject to the restrictions
contained in the Plan, option compensation is intended to be set at a level
competitive with the amounts paid to the management of similarly sized companies
in similar industries. The Committee also evaluates the performance of
management when determining the number of options to be issued.
AMAC's grants of share options are structured to link the compensation of
the officers of AMAC and the officers of the Advisor with AMAC's performance.
Through the establishment of the Plan, AMAC has aligned the financial interests
of its executives (and the executives of the Advisor) with the results of AMAC's
performance, which is intended to enhance Shareholder value. The Compensation
Committee may only grant options if certain performance levels are met and is
limited in the number of options which may be granted each year (See "Share
Option Plan" above). The amount of options which may be granted will be set at
levels that the Compensation Committee believes to be consistent with others in
AMAC's industry, with such compensation contingent upon AMAC's level of annual
and long-term performance.
Section 162(m) was added to the Internal Revenue Code as part of the
Omnibus Budget Reconciliation Act of 1993. Section 162(m) limits the deduction
for compensation paid to the Chief Executive Officer and the other executive
officers to the extent that compensation of a particular executive exceeds
$1,000,000 (less the amount of any "excess parachute payments" as defined in
Section 280G of the Code) in any one year. However, under Section 162(m), the
deduction limit does not apply to certain "performance-based" compensation
established by an independent compensation committee which conforms to certain
restrictive conditions stated under the Code and related regulations. It is
AMAC's goal to have compensation paid to its officers qualify as
performance-based compensation deductible for federal income tax purposes under
Section 162(m). Given the fact that AMAC is externally managed and the only
compensation that currently may be paid to its executives are options pursuant
to the Plan, it is unlikely that Section 162(m) will present any concerns.
COMPENSATION COMMITTEE
Peter T. Allen
Arthur P. Fisch
8
STOCK PERFORMANCE GRAPH
The following stock performance graph compares AMAC's performance to the
S&P 500 and the NAREIT Mortgage REIT Index. The graph assumes a $100 investment
on July 1, 1999 (which is the month in which AMAC's Shares commenced trading on
the American Stock Exchange). All stock price performance figures include the
reinvestment of dividends.
COMPARISON OF 42-MONTH CUMULATIVE TOTAL RETURN*
AMONG AMERICAN MORTGAGE ACCEPTANCE COMPANY,
THE S&P 500 INDEX AND THE NAREIT MORTGAGE INDEX
[PERFORMANCE GRAPH]
--------------------
* $100 invested on 7/1/99 in stock or on 6/30/99 in index-including
reinvestment of dividends. Fiscal year ending December 31.
CUMULATIVE TOTAL RETURN
7/1/99 12/99 12/00 12/01 12/02
-------- ------- ------- ------- -------
AMAC .................... $100.00 $ 74.05 $ 78.78 $161.93 $175.36
S & P 500 ............... 100.00 107.71 97.90 86.26 67.20
NAREIT MORTGAGE ......... 100.00 58.84 68.23 121.00 158.60
9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of April 16, 2003, no one was known by AMAC to be the beneficial owner
of more than five percent of the outstanding Shares.
As of April 16, 2003, Trustees and senior executive officers of AMAC and
members and senior executive officers of the Advisor own, directly or
beneficially, Shares as follows:
AMOUNT AND NATURE OF
NAME TITLE BENEFICIAL OWNERSHIP PERCENT OF CLASS
---- ------- ---------------------- ------------------
Stephen M. Ross ..................... Majority shareholder of 83,308 Shares (1) 1.03%
the Advisor
Alan P. Hirmes ...................... Senior Vice President 86,921 Shares (1) 1.08%
and Interim COO of AMAC
and SVP of the Advisor
Stuart J. Boesky .................... Chairman, President and 93,421 Shares (1) 1.16%
CEO of AMAC and Director
and President of the Advisor
Peter T. Allen ...................... Trustee of AMAC 0 Shares --
Arthur P. Fisch ..................... Trustee of AMAC 0 Shares --
Scott M. Mannes ..................... Trustee of AMAC 0 Shares --
Stuart A. Rothstein ................. CFO & EVP of AMAC 0 Shares --
Denise L. Kiley ..................... Senior VP of AMAC 1,613 Shares *
Marc D. Schnitzer ................... Senior VP of AMAC 1,613 Shares *
John J. Sorel ....................... Senior VP of AMAC 0 Shares --
Michael J. Brenner .................. Director of the Advisor 2,500 Shares *
All Senior Executive Officers and Trustees of
AMAC and the Advisor as a group (11 persons) 122,760 Shares (1) 1.52%
--------------
1 73,308 of these Shares are owned by the Advisor, of which Messrs. Ross,
Hirmes, and Boesky are majority owners
* Less than 1% of the Shares outstanding
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AMAC has and will continue to have certain relationships with the Advisor
and its affiliates. However, there have been no direct financial transactions
between AMAC and its Trustees and officers or the directors and officers of the
Advisor.
AFFILIATED TRANSACTIONS
As of December 31, 2002, AMAC had three loans with an aggregate carrying
value of $7,043,000 to borrowers that are affiliates of Related. Typically,
these affiliate borrowers are limited partnerships where the general partner is
either an affiliate of Related or an unaffiliated third party with a 1% general
partnership interest and the 99% limited partner is a limited partnership in
which an affiliate of Related owns a 1% general partnership interest and one or
more Fortune 500 companies owns a 99% limited partnership interest.
10
ADVISORY AGREEMENT
AMAC and the Advisor entered into an Advisory Agreement pursuant to which
the Advisor is obligated to use its best efforts to seek out and present to
AMAC, whether through its own efforts or those of third parties retained by it,
suitable and a sufficient number of investment opportunities which are
consistent with the investment policies and objectives of AMAC and consistent
with such investment programs as the Board of Trustees may adopt from time to
time in conformity with AMAC's Trust Agreement.
Although the Board of Trustees has continuing exclusive authority over the
management of AMAC, the conduct of its affairs, and the management and
disposition of AMAC's assets, the Board of Trustees has delegated to the
Advisor, subject to the supervision and review of the Board of Trustees and
consistent with the provisions of the Trust Agreement, the power and duty to:
(i) obtain, furnish and/or supervise the services necessary to perform any
ministerial functions in connection with the management of AMAC's day-to-day
operations; (ii) seek out and present to AMAC, whether through its own efforts
or those of third parties retained by it, suitable and a sufficient number of
investment opportunities which are consistent with the investment objectives and
policies of AMAC as adopted by the Trustees from time to time; (iii) exercise
absolute discretion, subject to the Trustees' review, in decisions to originate,
acquire, retain, sell or negotiate for the prepayment or restructuring of
mortgages and other investments of AMAC; (iv) recommend investment opportunities
consistent with AMAC's investment objectives and policies and negotiate on
behalf of AMAC with respect to potential investments or the disposition thereof;
(v) upon request, cause an affiliate to serve as the mortgagee of record for the
Mortgages of AMAC if such affiliate is qualified to do so and in that capacity
to hold escrows on behalf of mortgagors in connection with the servicing of
mortgages, which it may deposit with various banks including banks with which it
may be affiliated; (vi) obtain for AMAC such other services as may be required
in acquiring or disposing of investments, disbursing and collecting the funds of
AMAC, paying the debts and fulfilling the obligations of AMAC, and handling,
prosecuting and settling any claims of AMAC, including foreclosing and otherwise
enforcing mortgages and other liens securing investments; (vii) obtain for AMAC
such services as may be required for property management, mortgage brokerage and
servicing, and other activities relating to the investment portfolio of AMAC;
(viii) evaluate, structure and negotiate potential prepayments or sales of
mortgages and other investments and, if applicable, coordinate with government
agencies and Fannie Mae and Freddie Mac in connection therewith; (ix) monitor
annual participating interest payments, monitor operations and expenses of the
developments, and verify computations of annual Participating Interest payments;
(x) from time to time, or as requested by the Board of Trustees, make reports to
AMAC as to its performance of the foregoing services; and (xi) do all things
necessary to assure its ability to render the services contemplated herein.
The Advisory Agreement is renewed annually by AMAC, subject to an
evaluation of the performance of the Advisor by the Board of Trustees. The
Advisory Agreement may be terminated (i) without cause by the Advisor or (ii)
for Cause by a majority of the Independent Trustees, each without penalty, and
each upon 60 days' prior written notice to the non-terminating party.
Pursuant to the terms of the Advisory Agreement, the Advisor is entitled to
receive the fees and other compensation set forth below:
FEES/COMPENSATION/POINTS* AMOUNT
------------------------- ------
Asset Management Fee ..... equal to .625% on existing Original Mortgage
Investments; .355% on new Original Mortgage
Investments; .355% on investment grade Additional
Mortgage Investments; .750% on non-investment
grade Additional Mortgage Investments; and 1.000%
on unrated Additional Mortgage Investments.**
11
FEES/COMPENSATION/POINTS* AMOUNT
------------------------- ------
Annual Incentive Fee ....... Subject to a minimum annual Distributions being
made to Shareholders from CAD of $1.45 per Share,
the Advisor shall be entitled to receive incentive
compensation for each fiscal year in an amount
equal to the product of: (A) 25% of the dollar
amount by which (1) (a) Funds From Operations of
the Company (before the Annual Incentive Fee) per
Share (based on the weighted average number of
Shares outstanding), plus (b) gains (or minus
losses) from debt restructuring and sales of
property per share (based on the weighted average
number of Shares outstanding), exceed (2) an
amount equal to the greater of: (a) (i) the
weighted average of (x) $20 (the price per Share
of the initial public offering) and (y) the prices
per Share of any secondary offerings by the
Company multiplied by (ii) the Ten-Year U.S.
Treasury Rate plus 2% per annum; and (b) $1.45
multiplied by (B) the weighted average number of
Shares outstanding during such year.
Origination Points ......... Advisor receives, with respect to each mortgage
investment originated by AMAC, a portion of the
origination points paid by borrowers equal to up
to 1% of the principal amount and AMAC receives
the portion of the origination points paid by
borrowers in excess of 1% of the principal amount
of such mortgage investment.
Operating Expense
Reimbursement .............. For direct expenses incurred by the Advisor.
Incentive Share Options .... The Advisor may receive options to acquire
additional Shares pursuant to AMAC's Incentive
Share Option Plan only if AMAC's distributions in
any year exceed $1.45 per Share, and the
Compensation Committee of the Board of Trustees
determines to grant such options.
----------------
* The Advisor is also permitted to earn miscellaneous compensation which may
include, without limitation, construction fees, escrow interest, property
management fees, leasing commissions and insurance brokerage fees. The
payment of any such compensation is generally limited to the competitive
rate for the services being performed.
** "Original Mortgage Investments" means investments authorized under AMAC's
original investment policy, which include originated Mortgages, acquired
Mortgages and additional loans (and within such terms are also included
REMICS, CMOs, GNMA, FHA and FHLMC Pass-Through Certificates). "Additional
Mortgage Investments" shall mean uninsured mortgage loans, construction
loans, bridge loans, mezzanine loans, mortgage derivatives, and commercial
mortgage backed securities ("CMBS") subordinated interests (including
subordinated interests in CMBS).
The Advisor may engage in other business activities related to real estate,
mortgage investments or other investments whether similar or dissimilar to those
made by AMAC, or act as Advisor to any other person or entity having investment
policies whether similar or dissimilar to those of AMAC. Before the Advisor, the
officers and directors of the Advisor and all persons controlled by the Advisor
and its officers and directors may take advantage of an opportunity for their
own account or present or recommend it to others, they are obligated to present
such investment opportunity to AMAC if (i) such opportunity is of a character
which could be taken by AMAC, (ii) such opportunity is compatible with AMAC's
investment objectives and policies and (iii) AMAC has the financial resources to
take advantage of such opportunity.
During 2002, the Company made an agreement with the Advisor whereby the
Advisor waived approximately $71,000 in net fees and expense reimbursements in
light of higher than usual expenses related to the origination of investments
that were never completed.
The Trust Agreement and Advisory Agreement provide that AMAC will indemnify
the Advisor and its affiliates under certain circumstances.
The Advisor is entitled to subcontract its obligations under the Advisory
Agreement to an affiliate. In accordance with the foregoing, the Advisor has
assigned its rights and obligations to Related.
Pursuant to the Advisory Agreement, the Advisor is entitled to receive as
compensation a number of shares equal to 1% of all common shares issued by AMAC.
In connection with a 2,500,000 common share offering completed by AMAC in
February, 2002, the Advisor was issued 25,000 common Shares.
12
ACCOUNTING AND AUDIT INFORMATION
AUDIT COMMITTEE CHARTER
On June 12, 2002, the Board of Trustees adopted the following Audit
Committee Charter. The Audit Committee Charter will be reviewed, updated and
approved by the Board of Trustees each year:
ROLE AND INDEPENDENCE
The audit committee of the board of Trustees of American Mortgage
Acceptance Company (the "Company") assists the board in fulfilling its
responsibility for oversight of the quality and integrity of the
accounting, auditing and reporting practices of the Company and other such
duties as directed by the board. The membership of the Company's audit
committee (the "Committee") shall consist of at least three Trustees who
are generally knowledgeable in financial and auditing matters, including at
least one member with accounting or related financial management expertise.
Each member shall be free of any relationship that, in the opinion of the
board, would interfere with his or her individual exercise of independent
judgment, and shall meet the director independence requirements for serving
on the Committee as set forth in the corporate governance standards of the
American Stock Exchange. The Committee is expected to maintain free and
open communication (including private executive sessions at least annually)
with the independent accountants, the internal auditors, if any, and the
management of the Company. In discharging this oversight role, the
Committee is empowered to investigate any matter brought to its attention,
with full power to retain outside counsel or other experts for this
purpose.
The board of Trustees shall appoint one member of the Committee as
chairperson. He or she shall be responsible for leadership of the
Committee, including preparing the agenda, presiding over the meetings,
making Committee assignments and reporting to the board of Trustees. The
chairperson will also maintain regular liaison with the CEO, CFO, and the
lead independent audit partner.
RESPONSIBILITIES
The Committee's primary responsibilities include:
Recommending to the board the independent accountant to be selected
or retained to audit the financial statements of the Company. In so doing,
the Committee will request from the auditor a written affirmation,
consistent with Independence Standards Board Standard No. 1, that the
auditor is in fact independent, discuss with the auditor any relationships
that may impact the auditor's independence, and recommend to the board any
actions necessary to oversee the auditor's independence.
Overseeing the independent auditor relationship by discussing with
the auditor the nature and rigor of the audit process, receiving and
reviewing audit reports, and providing the auditor full access to the
Committee (and the board) to report on any and all appropriate matters.
Reviewing the audited financial statements and discussing them with
management and the independent auditor. These discussions shall include
consideration of the quality of the Company's accounting principles as
applied in its financial reporting, including review of estimates, reserves
and accruals, review of judgmental areas, review of audit adjustments
whether or not recorded and such other inquiries as may be appropriate.
Based on the review, the Committee shall make its recommendation to the
board as to the inclusion of the Company's audited financial statements in
the Company's annual report on Form 10-K.
Reviewing with management and the independent auditor the quarterly
financial information prior to the Company's filing of Form 10-Q. This
review may be performed by the Committee or its chairperson.
Discussing with management, the internal auditors, if any, and the
external auditors the quality and adequacy of the Company's internal
controls.
Discussing with management the status of pending litigation, taxation
matters and other areas of oversight to the legal and compliance area as
may be appropriate.
Reporting Committee activities to the full board and issuing annually
a report to be included in the proxy statement (including appropriate
oversight conclusions) for submission to the shareholders.
13
The Committee's job is one of oversight. Management is responsible
for the preparation of the Company's financial statements and the
independent auditors are responsible for auditing those financial
statements. The Committee and the board recognize that management
(including the internal audit staff, if any) and the independent auditors
have more resources and time, and more detailed knowledge and information
regarding the Company's accounting, auditing, internal control and
financial reporting practices than the Committee does; accordingly the
Committee's oversight role does not provide any expert or special
assurances as to the financial statements and other financial information
provided by the Company to its shareholders and others.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Trustees has issued the following
report with respect to the audited financial statements of the Company for the
fiscal year ended December 31, 2002:
o The Audit Committee has reviewed and discussed with AMAC's management
AMAC's fiscal 2002 audited financial statements;
o The Audit Committee has discussed with Deloitte & Touche LLP (AMAC's
independent auditors) the matters required to be discussed by
Statements on Auditing Standards No. 61 as amended by Statements on
Auditing Standards No. 90; and
o The Audit Committee has received the written disclosures and letter
from the independent auditors required by Independence Standards Board
Standard No. 1 (which related to the auditors' independence from the
Company and its related entities) and has discussed with the auditors
their independence from AMAC.
Based on the review and discussions referred to in the three items above,
the Audit Committee recommended to the Board of Trustees that the audited
financial statements be included in AMAC's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002.
Submitted by the Audit Committee of the Board of Trustees:
Peter T. Allen - Chairman
Arthur P. Fisch
Scott M. Mannes
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP have been and are presently the independent auditors
for AMAC. Representatives of Deloitte & Touche LLP are expected to be present at
the Meeting and to be available to respond to appropriate questions from
Shareholders.
AUDIT FEES
The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte") for professional services rendered for the audit of the Company's
annual financial statements for the year ended December 31, 2002, and for the
reviews of the financial statements included in the Company's Quarterly Reports
on Form 10-Q for that year were $140,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Deloitte did not provide the Company with any professional services for
information technology services relating to financial information systems design
and implementation for the year ended December 31, 2002.
14
ALL OTHER FEES
The aggregate fees billed by Deloitte for services rendered to the Company,
other than the services described above under "Audit Fees" and "Financial
Information Systems Design and Implementation Fees" for the year ended December
31, 2002, were $116,500, including audit related services of $81,000, primarily
for comfort letters and consents required for equity offerings, and $35,500 for
non-audit services, primarily for income tax return preparation and related
consultations.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by AMAC. Brokers and nominees
should forward soliciting materials to the beneficial owners of the Shares held
of record by such person, and AMAC will reimburse them for their reasonable
forwarding expenses. In addition to the use of the mail, proxies may be
solicited by Trustees, officers and regular employees of AMAC and the Advisor by
personal interview or telephone.
VOTING PROCEDURES
EquiServe, LP (the "Inspector") has been appointed the inspector of
elections. The Inspector will count all votes cast, in person or by submission
of a properly executed proxy, received at or prior to the Meeting. Abstentions
and "broker non-votes" (nominees holding Shares for beneficial owners who have
not voted on a specific matter) will be treated as present for purposes of
determining whether a quorum is present at the Meeting. However, abstentions and
broker non-votes will have no effect on the vote because the vote required is a
plurality of the votes actually cast (assuming the presence of a quorum).
SHAREHOLDER PROPOSALS
Any proposal by a Shareholder of AMAC intended to be presented at the 2004
Annual Meeting of Shareholders must be received by AMAC at its principal
executive office not later than January 6, 2004, for inclusion in AMAC's proxy
statement and form of proxy relating to that meeting. Any such proposal must
also comply with other requirements of the proxy solicitation rules of the
Commission.
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST BY ANY SHAREHOLDER ENTITLED TO VOTE AT THE MEETING,
AMAC WILL FURNISH THAT PERSON WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002, WHICH IS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. Requests should be addressed to Veronica Hunt at American
Mortgage Acceptance Company, 625 Madison Avenue, New York, New York 10022-1801.
OTHER BUSINESS
The Board of Trustees does not know of any other matters to be brought
before the Meeting except those set forth in the notice thereof. If other
business is properly presented for consideration at the Meeting, it is intended
that the proxies will be voted by the persons named therein in accordance with
their judgment on such matters.
It is important that your Shares be represented at the Meeting. If you are
unable to be present in person, please complete, date, sign and return the
enclosed stamped, self-addressed proxy card. Your failure to do so will increase
the costs of operating AMAC and decrease the return on your investment.
By Order of the Board of Trustees
April 30, 2003
/s/ Stuart J. Boesky
--------------------
Stuart J. Boesky
Chairman, President and
Chief Executive Officer
15
COMPANY LOGO
Dear Shareholder:
Please take note of the important information enclosed with this proxy. There
are a number of issues related to the operation of American Mortgage Acceptance
Company ("AMAC") that require your immediate attention.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it, and return your proxy in the enclosed
postage-paid envelope.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
American Mortgage Acceptance Company
--------------------------------------------------------------------------------
PROXY
AMERICAN MORTGAGE ACCEPTANCE COMPANY
625 Madison Avenue
New York, New York 10022
SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Stuart A. Rothstein with the power to appoint
his substitute and hereby authorizes him to represent and to vote, as designated
on the reverse side, all common shares of beneficial interest of American
Mortgage Acceptance Company ("AMAC") held of record by the undersigned on April
16, 2003, at the Annual Meeting of Shareholders to be held on June 11, 2003, and
any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE
VOTED "FOR" SUCH PROPOSAL.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
[SEE REVERSE SIDE] [SEE REVERSE SIDE]
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
DETACH HERE
[ X ] Please mark votes as in this example.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE LISTED NOMINEES.
1. Election of Trustees. 2. In their discretion, the proxies are
Nominees: (01) Stuart J. Boesky, authorized to vote upon any other
(02) Peter T. Allen, business as may properly come before
(03) Arthur P. Fisch, the meeting.
(04) Alan P. Hirmes, and
(05) Scott M. Mannes
FOR ALL WITHHOLD ALL
[ ] [ ]
[ ] ---------------------------------
For ALL nominees EXCEPT as noted above
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT [ ]
Please sign exactly as name appears hereon. Joint owners should each sign.
Executors, administrators, trustees, guardians, or other fiduciaries should
give full title as such. If signing for a corporation, please sign in full
corporate name by a duly authorized officer.
Signature:____________________Date:___________Signature:__________________Date:___________