-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uzb73L7O0gRfziRDlrgh/pIkue3HgImKtxvthznR7LSeB4lFN5NU4bmiWYyUF2R2 b66Szm9T8ij9jEq7j+7HCg== 0000798359-96-000013.txt : 19960928 0000798359-96-000013.hdr.sgml : 19960928 ACCESSION NUMBER: 0000798359-96-000013 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960801 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORS REAL ESTATE TRUST CENTRAL INDEX KEY: 0000798359 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 450311232 STATE OF INCORPORATION: ND FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14851 FILM NUMBER: 96602178 BUSINESS ADDRESS: STREET 1: 12 S MAIN CITY: MINOT STATE: ND ZIP: 58701 BUSINESS PHONE: 7018521756 MAIL ADDRESS: STREET 1: 12 S MAIN CITY: MINOT STATE: ND ZIP: 58701 DEF 14A 1 INVESTORS REAL ESTATE TRUST 12 South Main Minot, ND 58701 (701) 852-1756 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Notice is hereby given to the Shareholders of Investors Real Estate Trust that the 26th Annual Meeting of Shareholders will be held in the Executive Room, International Inn, in Minot, North Dakota, at 7:00 P.M. on Wednesday, August 21, 1996, for the following purposes: 1. To elect ten trustees of the Trust. 2. To ratify or reject the selection of Brady, Martz & Associates, P.C. as Independent Certified Public Accountants for the Trust; and 3. To transact such other business as may properly come before the meeting or any adjournment thereof. The date fixed by the Board of Trustees as the record date for the determination of Shareholders entitled to notice of, and to vote at, the Annual Meeting is the close of business on May 31, 1996. You are cordially invited to attend the Annual Meeting in person. Shareholders who do not expect to be present personally at the meeting are urged to fill in, date, sign, and return the accompanying proxy in the enclosed envelope. It is important that your shares be represented and voted at the meeting. The Board of Trustees sincerely hopes that all Shareholders are able to attend the Annual Meeting. By order of the Board of Directors this 1st day of August, 1996. Timothy P. Mihalick Secretary YOUR VOTE IS IMPORTANT! Please indicate your voting instructions on the enclosed proxy. Date, sign, and return it in the stamped envelope provided. To avoid additional expense of further solicitation, we ask your cooperation in mailing your proxy promptly. PROXY STATEMENT INVESTORS REAL ESTATE TRUST 12 South Main Minot, ND 58701 SOLICITATION The enclosed proxy is solicited by the Board of Trustees of Investors Real Estate Trust in connection with the Annual Meeting of Shareholders to be held on August 21, 1996, and it may be revoked by you at any time prior to its use. The shares represented by the proxies received will be voted at the meeting by the representative of the Board of Trustees. This proxy statement is expected to be mailed on August 1, 1996, to Shareholders of record as of May 31, 1996. As of May 31, 1996, there were issued and outstanding 13,365,393 shares of Beneficial Interest of Investors Real Estate Trust and each such outstanding share of Beneficial Interest is entitled to one vote. To the Trust's knowledge, no person is the beneficial owner of 5% or more of the outstanding shares of Beneficial Interest of the Trust. Only stockholders of record on the books of the Trust at the close of business on May 31, 1996, will be entitled to vote at the meeting. All expenses in connection with the solicitation of this proxy will be paid by the Trust. Any proxy given pursuant to this solicitation and received by the Annual Meeting will be voted as specified in such proxy. If no instructions are given, proxies will be voted FOR the election of the nominees listed below, FOR the ratification of the appointment of Brady, Martz & Associates P.C. as independent certified public accounts for the Trust's fiscal year ending April 30, 1997, and, in the direction of the proxies, on any other matter properly brought before the meeting or any adjournment thereof. You may revoke the proxy by giving written notice thereof to the secretary of the meeting, by executing a later proxy or by attending the meeting and voting your shares in person. NOMINEES FOR ELECTION AS TRUSTEES It is intended that the proxies received will be voted for the election of the nominees named below, nine of whom are presently members of the Board of Trustees of Investors Real Estate Trust. Thomas A. Wentz, Sr. will not stand for re-election and his son, Thomas A. Wentz, Jr., has been nominated to succeed him. Although the Board does not contemplate that any of the nominees will be unable to serve, in the event any nominee is unable or declines to serve as a trustee at the time of the Annual Meeting, the proxy will be voted for any nominee who shall be designated by the present Board of Trustees to fill such vacancy. The term of office for which trustees are elected is until the next Annual Meeting of Shareholders and until their successors are elected or appointed. The tabulation below shows information concerning each nominee for Trustee and the Trust's advisor.
NOMINEE AND POSITION PRINCIPAL OCCUPATION TRUSTEE SHARES BENEFICIALLY WITH TRUST DURING PAST 5 YEARS SINCE OWNED AS OF 5/31/96 C. Morris Anderson; Director of Dakota Boys Ranch age 67 (25 yrs.); President of North Trustee Hill Bowl, Inc.; Director of International Inn, Inc. and Norwest Bank - Minot, N.A. and a Partner in Magic City Realty, Ltd. 1970 11,164 (1) Ralph A. Christensen; Retired rancher; Director of age 67 First Bank - Minot, N.A.; Trustee and Chairman Chairman of IRET 1970 40,361 (2) John D. Decker; age 79 Trustee Investor 1970 40,352 (3) Mike F. Dolan; age 84 Trustee and Vice- Chairman Investor; Vice-Chairman of IRET 1978 224,867 (4) J. Norman Ellison, Jr; Businessman; Managing Partner of age 73 Ellison Realty Co.; Former Trustee Director of First Bank - Minot, N.A. 1970 18,067 (5) Daniel L. Feist; Realtor, Broker, Real Estate age 64 Developer, Builder, General Trustee Contractor, President-Owner Feist Construction & Realty, Investor, Businessman, Director of First Bank System - Minot, N.A., Director N.D. Holdings, Inc. - Minot 1985 275,314 (6) Patrick G. Jones; Investor; former President of age 48 Central Venture Capital, Inc.; Trustee former Manager and Director of Minot Daily News 1986 74,392 (7) Jeff L. Miller; Investor; Businessman; President age 52 M&S Concessions, Inc. and Trustee and Vice- former president of Coca-Cola Chairman Bottling Co. of Minot; Director of First Bank - Minot 1985 129,401 (8) Roger R. Odell; Realtor; President of IRET; age 70 Partner in Odell-Wentz & Trustee and President Associates (Advisor of IRET); Director of Investors Management & Marketing, Inc. and Inland National Securities, Inc.; Partner in Magic City Realty, Ltd. 1970 143,866 (9) Thomas A. Wentz, Jr.; Attorney, Pringle & Herigstad, age 30 P.C.; Sole General Partner of Wenco, Ltd. 162,672 (10)
(1) Owned by Mr. Anderson and his wife as Joint Tenants. (2) Includes shares held in Mr. Christensen's IRA, and also his wife's IRA, which is comprised of 567 shares. The balance is owned by Mr. Christensen and his wife as Joint Tenants. Mr. Christensen's children own 16,679 shares as to which Mr. Christensen does not have beneficial ownership or any dispositive powers. (3) Owned by Mr. Decker with his wife as Tenants in Common. Mr. Decker's children own 3,384 shares as to which Mr. Decker does not have beneficial ownership or dispositive powers. (4) Mr. Dolan's children own 12,428 shares, as to which Mr. Dolan disclaims beneficial ownership or dispositive powers. (5) Includes 4,416 shares held by Mr. Ellison's wife. Mr. Ellison disclaims beneficial ownership of such shares. (6) Includes 34,372 shares held in Mrs. Feist's name and in her IRA, of which Mr. Feist disclaims beneficial ownership. Also includes shares held in Mr. Feist's IRA's. Mr. Feist's children own 74,913 shares as to which Mr. Feist does not have beneficial ownership or dispositive powers. (7) Includes 37,112 shares held by Mrs. Jones and in her IRA. Mr. Jones disclaims beneficial ownership of such shares. Also includes shares held in Mr. Jones' IRA. Mr. Jones' children own 10,925 shares as to which Mr. Jones disclaims beneficial ownership. (8) 42,764 of such shares are owned by Mr. Miller's wife. Mr. Miller disclaims beneficial ownership of such shares. Also includes shares held in Mr. Miller's IRA. (9) Includes 9,275 shares owned by Magic City Realty and 19,548 shares owned by Investors Management & Marketing, Inc. Also includes shares held in Mr. Odell's IRA, and 67,897 shares owned by Mr. Odell's wife, as to which shares Mr. Odell disclaims beneficial ownership. Mr. Odell's children own 64,317 shares as to which Mr. Odell does not have beneficial ownership or dispositive powers. (10) Includes 161,680 shares owned by Wenco, Ltd., of which Mr. Wentz, Jr. is Sole General Partner. As of May 31, 1996, all of the above trustees as a group owned or held voting control of 1,120,456 shares of Beneficial Interest of IRET, representing 8.38% of the 13,365,393 shares then outstanding. During the fiscal year ending April 30, 1996, there were twelve regular meetings of the Board of Trustees. All of the trustees attended 75% or more of the meetings held during said fiscal year. There are no separate audit, nominating or compensation committees of the Board of Trustees, which duties are performed by the Board as a whole. The last shareholder meeting at which trustees were elected was held on August 9, 1995, at which meeting shareholders owning 60.59% of the shares of IRET entitled to vote were present in person, or by proxy. The ten nominees received 100% of the total shares voted at such meeting. COMPENSATION AND TRANSACTIONS WITH TRUSTEES AND ADVISOR The following tabulation shows the cash compensation paid by IRET to its trustees and officers during its fiscal year ending April 30, 1996. The Trust has no retirement, bonus, or deferred compensation plan and no other compensation will accrue, directly or indirectly, to any of the trustees except as noted below.
CASH COMPENSATION CAPACITY IN FOR YEAR ENDING NAME WHICH SERVED APRIL 30, 1996 C. Morris Anderson Trustee $ 6,816.50 Ralph A. Christensen Trustee & Chairman 8,794.25 John D. Decker Trustee 6,916.50 Mike F. Dolan Trustee & Vice-Chairman 7,806.00 J. Norman Ellison, Jr. Trustee 7,216.50 Daniel L. Feist Trustee 7,116.50 Jeff L. Miller Trustee & Vice-Chairman 7,806.00 Patrick G. Jones Trustee 7,016.50 Thomas A. Wentz, Sr. Trustee & Vice-President (1&2) Roger R. Odell Trustee & President (1)
(1) Mr. Odell is a partner in Odell-Wentz & Associates, the Advisor to the Trust. Under the Advisory Contract between IRET and Odell-Wentz & Associates, IRET pays an Advisor's fee based on the net assets of the Trust and, in addition, a percentage fee for investigating and negotiating the acquisition of new investments. For the year ending April 30, 1996, Odell-Wentz & Associates received compensation and reimbursement of disbursements under said Agreement of $516,036.46. The terms of said Advisory Agreement are explained below. Investors Management & Marketing, Inc., a firm in which Mr. Odell is a minority shareholder, also furnishes real estate management services to the Trust and receives as compensation four percent (4%) of rents received from such real estate. For the fiscal year ending April 30, 1996, Investors Management & Marketing, Inc. received $281,716.64 as real estate management commissions. In addition, Inland National Securities, Inc., a corporation in which Mr. Odell and members of his family are shareholders, acts as a broker-dealer for the sale of Trust securities. During the fiscal year ending April 30, 1996, the Trust paid Inland National Securities, Inc. $269,656.36 as security sales fees. (2) Mr. Wentz, Sr., is a partner in Odell-Wentz & Associates. He is also a member of the law firm of Pringle & Herigstad, P.C., counsel for the Trust. During the fiscal year ending April 30, 1996, the Trust paid Pringle & Herigstad, P.C. the sum of $23,487.54 for legal services rendered and disbursements made on behalf of the Trust. ADVISORY AGREEMENT Roger R. Odell has served as advisor to IRET since its formation in 1970. As of January 1, 1986, a revised Advisory Agreement was entered into between IRET and Odell-Wentz & Associates, a partnership of Roger R. Odell and Thomas A. Wentz, Sr.. Mr. Odell serves as president and Mr. Wentz, Sr. serves as vice-president of IRET. Mr. Wentz, Sr. has also served as attorney for IRET since its formation as a member of the law firm of Pringle & Herigstad, P.C. Under the Advisory Agreement, the advisor has the following duties and responsibilities: Advisor, at its expense, shall provide suitable office facilities for IRET in Minot, North Dakota, and shall provide sufficient staff and other equipment to conduct the day-to-day operations of IRET. Advisor shall furnish a computer and all other office equipment necessary to conduct the operations of IRET and shall pay for all routine supplies, postage, and other costs of operating said office. IRET shall be billed by the Advisor for stationery and other forms and documents printed especially for IRET, the printing of the annual report and quarterly reports and other communications to Shareholders and also for the postage for mailing reports, checks and other documents to Shareholders. The Advisor, under the direction of trustees, shall be responsible to conduct all operations of IRET including: Collection of rent, contract and mortgage payments and depositing the same in IRET bank accounts; Payment of bills; Disbursements of dividends; Preparing monthly reports to the trustees; Preparing quarterly and annual reports to Shareholders; Preparing notices of Shareholders' meetings and proxies and proxy statements; and Advising the trustees as to investment decisions including acquisition and disposition of real estate and other permissible investments. For providing the above services, the Advisor is compensated as follows: BASIC COMPENSATION. Advisor shall receive monthly as its basic compensation for the above described services a percentage of the "net invested assets" of IRET held on the last day of the month for which the payment is made as follows: 1/12th of .9% of net invested assets up to $10,000,000; and 1/12th of .8% of net invested assets over $10,000,000 but not less than $20,000,000; and 1/12th of .7% of net invested assets in excess of $20,000,000. For the purpose of this agreement, "net invested assets" shall be determined as follows: Add: +total assets at cost +depreciation reserve +unearned contract receivable discount +deferred gain account Subtract: -cash -marketable securities, less margin accounts -total liabilities ADDITIONAL COMPENSATION. For its services in investigating and negotiating the acquisition of real estate equities, mortgages or contracts for deed by IRET, the Advisor shall receive a fee of 1/2 of 1 percent of the first $2,500,000 of value of any such asset which is recommended to and acquired by IRET, except on new construction projects for which the fee is 1/2 of 1 percent of the total cost. LIMITATION. Notwithstanding the foregoing, the total compensation received by the Advisor set forth above during any one fiscal year of IRET when added to trustees' fees and other administrative costs of IRET shall not exceed the lesser of the following: 2 percent of net invested assets (as set forth above) or 25 percent of the net taxable income of IRET for such fiscal year. Said Advisory Agreement is for a term of one year to continue for successive terms on the same conditions until terminated by written notice of either party and is also subject to a 60 day termination by either party and by the Shareholders holding a majority interest in IRET. SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Brady, Martz & Associates, P.C., Minot, North Dakota, has served as the independent certified public accountant for IRET since its formation in 1970. This firm has examined and reported on IRET's financial statements for all of its fiscal years including the fiscal year ending April 30, 1996. The Board of Trustees of IRET has selected Brady, Martz & Associates, P.C., as the independent certified public accountant for IRET for its fiscal year ending April 30, 1997, subject to ratification or rejection by the Shareholders. IRET is advised that neither Brady Martz & Associates nor any of its professional members has any direct or indirect material financial interest in IRET. It is expected that a representative of Brady, Martz & Associates will be present at the Annual meeting. The Board of Trustees recommends that the Shareholders vote FOR the ratification of the selection of Brady, Martz & Associates as the independent certified public accountant for IRET. SHAREHOLDERS PROPOSALS FOR 1997 ANNUAL MEETING A proposal submitted by a Shareholder for action at IRET's 1997 Annual Meeting must be received by IRET at its offices at 12 South Main, Minot, North Dakota 58701, not later than May 31, 1997, in order to be included in IRET's proxy statement for the 1997 Annual Meeting. It is suggested that proposals be submitted by certified mail, return receipt requested. OTHER MATTERS The trustees do not know of any other business which will be presented for consideration at the meeting. If any other business properly comes before the meeting or any adjournment thereof, the proxy holders will vote in regard thereto according to their discretion insofar as proxies are not limited to the contrary. Timothy P. Mihalick Secretary FIVE-YEAR PERFORMANCE COMPARISON The table below provides an indicator of the cumulative total shareholder returns for the Trust as compared to the S&P 500 Stock Index and a Peer Group (1). The comparison assumes the investment of $100 in the stock of IRET and in each of the indices, and the reinvestment of all dividends.
March 1, March 1, March 1, March 1, March 1, March 1, 1991 1992 1993 1994 1995 1996 IRET 100 113 127 142 162 182 S&P 100 116 128 139 149 200 Peer 100 108 144 155 152 184
(1) The Peer Group consists of the real estate investment trusts included by the National Association of Real Estate Investment Trusts in its "Equity REIT Index." IRET is classified by NAREIT as an equity real estate investment trust (more than 75% of assets invested in real estate equities), but is not included in said statistical index. -----END PRIVACY-ENHANCED MESSAGE-----