0001104659-23-126077.txt : 20231215 0001104659-23-126077.hdr.sgml : 20231215 20231214173520 ACCESSION NUMBER: 0001104659-23-126077 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20231215 DATE AS OF CHANGE: 20231214 GROUP MEMBERS: CHARLOTTE HARTMAN GROUP MEMBERS: HARTMAN FAMILY PROTECTION TRUST GROUP MEMBERS: HARTMAN VREIT XXI, INC. GROUP MEMBERS: HARTMAN XX HOLDINGS, INC. GROUP MEMBERS: LISA HARTMAN GROUP MEMBERS: MARGARET HARTMAN GROUP MEMBERS: VICTORIA HARTMAN MASSEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER STAR PROPERTIES REIT, INC CENTRAL INDEX KEY: 0001446687 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 263455189 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91208 FILM NUMBER: 231488116 BUSINESS ADDRESS: STREET 1: 2909 HILLCROFT, SUITE 420 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 713-467-2222 MAIL ADDRESS: STREET 1: 2909 HILLCROFT, SUITE 420 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: SILVER STAR PROPERTIES REIT, INC. DATE OF NAME CHANGE: 20221221 FORMER COMPANY: FORMER CONFORMED NAME: Hartman Short Term Income Properties XX, Inc. DATE OF NAME CHANGE: 20080930 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARTMAN ALLEN R CENTRAL INDEX KEY: 0000831616 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O HARTMAN MANAGEMENT INC STREET 2: 1450 W SAM HOUSTON PARKWAY STE.100 CITY: HOUSTON STATE: TX ZIP: 77057 SC 13D/A 1 tm2332949d1_sc13da.htm SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D/A

(Rule 13d-101)

 

Information to be Included in Statements Filed Pursuant to

§ 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

Silver Star Properties REIT, Inc.

(Name of Issuer)

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

 

N/A

(CUSIP Number)

 

Allen R. Hartman

11211 Katy Freeway, Suite 309

Houston, Texas 77079

(281) 380-0770

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

 

December 14, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

 

 

 

CUSIP No. N/A 13D Page 2 of 11

  

1

Names of Reporting Persons

 

Allen R. Hartman

2 Check the Appropriate Box if a Member of a Group
    (a)  þ
    (b) ¨
3 SEC Use Only
4 Source of Funds:  OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
6 Citizenship or Place of Organization:  U.S.A

Number of

Shares
Beneficially

Owned by

Each

Reporting

Person With

7 Sole Voting Power:  1,800,4891
8 Shared Voting Power:  2,813,7322
9 Sole Dispositive Power:  1,800,4891
10 Shared Dispositive Power:  2,813,7322

11 Aggregate Amount Beneficially Owned by Each Reporting Person:  4,614,221
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:  ¨
13 Percent of Class Represented by Amount in Row (11):  13.2%3
14 Type of Reporting Person:  IN

 

Notes:

(1)The amount includes (a) 602,261 shares owned by Allen R. Hartman, (b) 19,000 shares held by Hartman XX Holdings, Inc. (“Holdings”), and (c) 1,198,228 shares owned by Hartman vREIT XXI, Inc. (“vREIT”). These amounts are also included below for Holdings and vREIT. Mr. Hartman is the Executive Chairman and CEO of Holdings and, by virtue of such position, has sole voting and investment discretion with respect to the shares held by Holdings. Mr. Hartman is the sole stockholder of vREIT and, by virtue of such position, has sole voting and investment discretion with respect to the shares held by vREIT.

 

(2)These shares are held by the Hartman Family Protection Trust (the “Trust”). Mr. and Mrs. Hartman are co- trustees of the Trust and, by virtue of such positions, share voting and investment discretion with respect to the shares held by the Trust. These shares are also included below for Lisa Hartman and the Trust.

 

(3)The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 

 

 

CUSIP No. N/A 13D Page 3 of 11

 

1

Names of Reporting Persons 

 

Hartman Family Protection Trust

2 Check the Appropriate Box if a Member of a Group
    (a) þ
    (b) ¨
3 SEC Use Only
4 Source of Funds:  OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
6 Citizenship or Place of Organization:  U.S.A

Number of

Shares
Beneficially

Owned by

Each

Reporting

Person With

7 Sole Voting Power:  2,813,7324
8 Shared Voting Power:  0
9 Sole Dispositive Power:  2,813,7324
10 Shared Dispositive Power:  0

11 Aggregate Amount Beneficially Owned by Each Reporting Person:  2,813,732
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13 Percent of Class Represented by Amount in Row (11):  8.1%5
14 Type of Reporting Person:  OO

  

Notes: 

(4)The shares are owned by the Trust. Allen R. Hartman and Lisa Hartman are co- trustees of the Trust and, by virtue of such positions, share voting and investment discretion with respect to the shares held by the Trust. These shares are also included above for Mr. Hartman and below for Lisa Hartman.

 

(5)The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 

 

 

CUSIP No. N/A 13D Page 4 of 11

 

1

Names of Reporting Persons 

 

Hartman XX Holdings, Inc.

2 Check the Appropriate Box if a Member of a Group
    (a) þ
    (b) ¨
3 SEC Use Only
4 Source of Funds:  OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
6 Citizenship or Place of Organization:  Texas, U.S.A.

Number of

Shares
Beneficially

Owned by

Each

Reporting

Person With

7 Sole Voting Power:  19,0006
8 Shared Voting Power:  0
9 Sole Dispositive Power:  19,0006
10 Shared Dispositive Power:  0

11 Aggregate Amount Beneficially Owned by Each Reporting Person:  19,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13 Percent of Class Represented by Amount in Row (11):  0.1%7
14 Type of Reporting Person:  CO

  

Notes: 

(6)The shares are owned by Holdings. Allen R. Hartman is the sole stockholder of Holdings and, by virtue of such position, has sole voting and investment discretion with respect to shares owned by Holdings. These shares are also included above for Mr. Hartman.

 

(7)The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 

 

 

CUSIP No. N/A 13D Page 5 of 11

 

1

Names of Reporting Persons

 

Hartman vREIT XXI, Inc.

2 Check the Appropriate Box if a Member of a Group
    (a) þ
    (b) ¨
3 SEC Use Only
4 Source of Funds:  OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
6 Citizenship or Place of Organization:  Maryland, U.S.A.

Number of

Shares
Beneficially

Owned by

Each

Reporting

Person With

7 Sole Voting Power:  1,198,2288
8 Shared Voting Power:  0
9 Sole Dispositive Power:  1,198,2288
10 Shared Dispositive Power:  0

11 Aggregate Amount Beneficially Owned by Each Reporting Person:  1,198,228
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13 Percent of Class Represented by Amount in Row (11):  3.4%9
14 Type of Reporting Person:  CO

  

Notes:

(8)The shares are owned by vREIT. Allen R. Hartman is the Executive Chairman and Chief Executive Officer of vREIT and, by virtue of such positions, has sole voting and investment discretion with respect to shares owned by vREIT. These shares are also included above for Mr. Hartman.

 

(9)The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 

 

 

CUSIP No. N/A 13D Page 6 of 11

 

1

Names of Reporting Persons

 

Lisa Hartman

2 Check the Appropriate Box if a Member of a Group
    (a) þ
    (b) ¨
3 SEC Use Only
4 Source of Funds:  PF
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
6 Citizenship or Place of Organization:  U.S.A

Number of

Shares
Beneficially

Owned by

Each

Reporting

Person With

7 Sole Voting Power:  3,42010
8 Shared Voting Power:  2,813,73211
9 Sole Dispositive Power:  3,42010
10 Shared Dispositive Power:  2,813,73211

11 Aggregate Amount Beneficially Owned by Each Reporting Person:  2,817,152
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13 Percent of Class Represented by Amount in Row (11):  8.1%12
14 Type of Reporting Person:  IN

  

Notes:

(10)The shares are owned by the Reporting Person, who is the spouse of Allen R. Hartman. By virtue of such relationship, Mr. Hartman and Mrs. Hartman may be deemed to share voting and/or investment discretion with respect to such shares.

 

(11)These shares are held by the Trust. Mr. and Mrs. Hartman are co- trustees of the Trust and, by virtue of such positions, share voting and investment discretion with respect to the shares held by the Trust. These shares are also included above for Mr. Hartman and the Trust.

 

(12)The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 

 

 

CUSIP No. N/A 13D Page 7 of 11

 

1

Names of Reporting Persons

 

Charlotte Hartman

2 Check the Appropriate Box if a Member of a Group
    (a) þ
    (b) ¨
3 SEC Use Only
4 Source of Funds:  OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
6 Citizenship or Place of Organization:  U.S.A

Number of

Shares
Beneficially

Owned by

Each

Reporting

Person With

7 Sole Voting Power:  91,430
8 Shared Voting Power:  0
9 Sole Dispositive Power:  91,430
10 Shared Dispositive Power:  0

11 Aggregate Amount Beneficially Owned by Each Reporting Person:  91,430
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13 Percent of Class Represented by Amount in Row (11):  0.3%13
14 Type of Reporting Person:  IN

   

Notes:

(13)The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 

 

 

CUSIP No. N/A 13D Page 8 of 11

 

1

Names of Reporting Persons

 

Victoria Hartman Massey

2 Check the Appropriate Box if a Member of a Group
    (a)  þ
    (b)  ¨
3 SEC Use Only
4 Source of Funds:  OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
6 Citizenship or Place of Organization:  U.S.A

Number of

Shares
Beneficially

Owned by

Each

Reporting

Person With

7 Sole Voting Power:  91,430
8 Shared Voting Power:  0
9 Sole Dispositive Power:  91,430
10 Shared Dispositive Power:  0

11 Aggregate Amount Beneficially Owned by Each Reporting Person:  91,430
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13 Percent of Class Represented by Amount in Row (11):  0.3%14
14 Type of Reporting Person:  IN

  

Notes:

(14)The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 

 

 

CUSIP No. N/A 13D Page 9 of 11

 

1

Names of Reporting Persons

 

Margaret Hartman

2 Check the Appropriate Box if a Member of a Group
    (a) þ
    (b) ¨
3 SEC Use Only
4 Source of Funds:  OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
6 Citizenship or Place of Organization:  U.S.A

Number of

Shares
Beneficially

Owned by

Each

Reporting

Person With

7 Sole Voting Power:  441,359
8 Shared Voting Power:  0
9 Sole Dispositive Power:  441,359
10 Shared Dispositive Power:  0

11 Aggregate Amount Beneficially Owned by Each Reporting Person:  441,359
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13 Percent of Class Represented by Amount in Row (11):  1.3%15
14 Type of Reporting Person:  IN

 

Notes:

(15)The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 

 

 

 

    Page 10 of 11

 

This Amendment No. on Schedule 13D/A amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by the undersigned on October 17, 2023, as previously amended on each of October 24, 2023 and November 29, 2023 (as amended, the “Schedule 13D”), in respect of the common stock, par value $.001 per share, of Silver Star Properties REIT, Inc. (“Silver Star”).

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended to include the following:

 

On December 14, 2023, the Reporting Persons issued a press release disclosing that they object to the ongoing consent solicitation by the Board of Directors of Silver Star in lieu of annual meeting for the 2023 fiscal year (the “Consent Solicitation”), and that they are going to vote “NO” to the proposal in the Consent Solicitation for the re-election of Jack I. Tompkins, Gerald W. Haddock and James S. Still to Silver Star’s Board of Directors. A copy of the press release is filed herewith as Exhibit 99.4 and is hereby incorporated by reference.

 

Item 7. Material to Be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended to add the following exhibit:

 

Exhibit No. Description
   
99.4 Press Release, dated December 14, 2023 (filed herewith).

 

 

 

 

    Page 11 of 11

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 14, 2023 /s/ Allen R. Hartman
  Allen R. Hartman
 
Dated: December 14, 2023 HARTMAN FAMILY PROTECTION TRUST
   
  By: /s/ Allen R. Hartman
  Name: Allen R. Hartman
  Title: Trustee 
 
Dated: December 14, 2023 HARTMAN XX HOLDINGS, INC.
 
  By: /s/ Allen R. Hartman
  Name: Allen R. Hartman
  Title: President 
 
Dated: December 14, 2023 HARTMAN vREIT, INC.
 
  By: /s/ Allen R. Hartman
  Name: Allen R. Hartman
  Title: Executive Chairman and CEO 
 
Dated: December 14, 2023 /s/ Lisa Hartman
  Lisa Hartman 
 
Dated: December 14, 2023 /s/ Charlotte Hartman
  Charlotte Hartman 
 
Dated: December 14, 2023 /s/ Victoria Hartman Massey
  Victoria Hartman Massey
 
Dated: December 14, 2023 /s/ Margaret Hartman
  Margaret Hartman

 

 

 

 

 

EX-99.4 2 tm2332949d1_ex99-4.htm EXHIBIT 99.4

Exhibit 99.4

 

Allen Hartman and the Hartman Group, Largest Stockholder of Silver Star Properties, Announces Opposition to Company’s Consent Solicitation

 

Raises Concerns About Recent Actions by Incumbent Directors

 

December 14, 2023—(BUSINESS WIRE)-- Silver Star Properties REIT, Inc. (“Silver Star” or the “Company”) on November 29, 2023 filed with the SEC a definitive proxy statement on Schedule 14A, with respect to its solicitation of consents from stockholders purportedly in lieu of annual meeting for the 2023 fiscal year (the "Consent Solicitation").  The Company is seeking stockholder consent, among other things, to re-elect three incumbent directors to the Board of Directors (the “Board”) and thereafter reduce the number of directors from four to three, thereby effectively removing Allen Hartman (“Hartman”) from the Board.

 

Hartman, former long-time CEO and a current director of the Company, and his affiliates (the “Hartman Group”), collectively, own approximately 13.2% of the Company’s common stock, and is the Company’s largest stockholder. In contrast, Silver Star’s incumbent directors collectively own less than 0.25% of Silver Star’s outstanding shares!

 

In furtherance of stockholder interests at large, Hartman wishes to announce that the Hartman Group objects strongly to the re-election of the incumbent directors, as well as the election process that they are running seemingly for their own benefit at the expense of the stockholders.

 

THE CONSENT SOLICITATION FOR DIRECTOR ELECTIONS PRESENTS A FALSE CHOICE

 

Silver Star’s Board is presently composed of four directors, Jack I. Tompkins, Gerald W. Haddock and James S. Still, and Hartman. Tompkins, Haddock and Still (the “Entrenched Directors”) have taken steps to eliminate Hartman’s influence by acting as the Executive Committee of the Board, which makes virtually all decisions for the Company. In fact, Hartman believes the Entrenched Directors are trying to block stockholders from having a choice in the future of Silver Star, and instead are taking actions as a result of which they will continue to run Silver Star and receive compensation. Are the Entrenched Directors afraid that if permitted the stockholders will vote them out of office?

 

Silver Star has not held an annual meeting of stockholders in a number of years. The Entrenched Directors have blocked all of Hartman’s efforts to hold an annual meeting where stockholders could have a choice between re-electing the Entrenched Directors versus an alternative slate that has a different vision of the Company. This summer, Hartman reminded the Company of its obligations under law and its charter to hold an annual meeting for the purpose of electing directors and asked when one would be scheduled. Rather than schedule a meeting, the Board enacted a bylaw amendment in an attempt to avoid an annual meeting where stockholders would have a choice, and instead the bylaw amendment would permit directors to be elected by stockholder consent obtained through a consent solicitation. The Hartman Group believes the bylaw amendment was made in bad faith by the Entrenched Directors, is a blatant manipulation of the corporate machinery by them to remain in office, and violates Silver Star’s charter and Maryland law. Hartman has been forced to resort to litigation, and has in fact sued the Company and the Entrenched Directors to declare the bylaw amendment invalid and to compel an annual meeting.

 

 1 

 

 

There is a crucial difference between an annual meeting and the type of consent solicitation in which Silver Star is engaged. Whereas directors are elected at an annual meeting of stockholders based on a plurality voting standard (assuming a quorum, whoever gets the most votes gets elected, even if not a majority of outstanding shares), in Silver Star’s consent solicitation directors would be elected upon the affirmative vote of a majority of the voting power of the Company’s common stock—a very high threshold that the Hartman Group believes is highly unlikely to be achieved. If no one receives the absolute majority, it is a failed election. But that result doesn’t matter to the Entrenched Directors, because if the stockholders fail to vote to elect the Entrenched Directors, they will remain on the Board anyway as holdover directors and the status quo will remain unchanged and they will continue to receive their Board fees. The Hartman Group believes that the Entrenched Directors are trying to prevent Silver Star stockholders from exercising their rights as stockholders to choose board members at an annual meeting.

 

The Hartman Group believes that the Entrenched Directors are seeking to remain on the Board, and to deny the Company’s stockholders the fundamental choice of whether to re-elect the Entrenched Directors or consider an alternative director slate with a different vision for the Company. This is concerning because this is a crucial time for the Company when stockholders need to be able to make important decisions about the Company’s future, including whether the Company should be liquidated and capital returned to stockholders as required under the Company’s charter.

 

As stockholders may be aware, the Company’s charter requires the Company to begin the process of liquidating its assets and returning value to stockholders if, within 10 years of the termination of its initial public offering, the Board has not caused the Company’s common stock to be listed or quoted for trading on an established securities exchange unless the Board has obtained the approval of a majority of the Company’s stockholders to defer the liquidation or approve an alternate strategy. The 10-year period expired earlier this year without the requisite stockholder approval, yet the Company has not commenced liquidation—the Board has, rather, caused the Company to pursue an un-approved new strategy and ignored its obligation to start returning value to stockholders. Each day that the Board continues on this path, it continues to be in breach of its obligation to follow the Company’s charter. Yet even now, the Hartman Group believes the Entrenched Directors are seeking to entrench themselves on the Board to continue down this path.

 

The Hartman Group believes the Entrenched Directors will do almost anything to remain in office. In addition to failing to hold an annual meeting and comply with the Company’s charter and begin the wind-down, the Entrenched Directors are actively trying to block Hartman from contacting other stockholders regarding his concerns, in violation of Maryland law. Hartman submitted a valid request for a list of Silver Star’s stockholders to which he is entitled under Maryland law. The Entrenched Directors have not complied with that request. This is a second matter that has forced Hartman to sue, and which is being addressed in the current litigation. Unfortunately, the Board has been successful for too long already in blocking Hartman’s attempts to communicate with the Company’s other stockholders in a meaningful manner about the need for change in the Company’s Board composition. The Hartman Group believes that the Company’s stockholders should know that Hartman has been trying to reach them to discuss this important issue, and that the Board has been shutting the door in his face, we believe due to the fear of what might happen if stockholders actually had a meaningful choice in director elections. We question why the Entrenched Directors are wasting Silver Star’s assets defending litigation which could be settled by their complying with the Company’s charter and/or Maryland law.

 

WARNINGS TO SILVER STAR STOCKHOLDERS

 

 2 

 

 

Hartman has a number of concerns about the Entrenched Directors, and the possibility of their remaining in office. Hartman has been put in a position where he must bring critical things to the attention of the Company’s stockholders.

 

Hartman believes that the Entrenched Directors may be Motivated by Personal Financial Interests at the Expense of Stockholders

 

·The Entrenched Directors are purportedly “independent” but this has not stopped them from acting in their own interest rather than that of the stockholders. For one thing, they have granted themselves excessive incentive compensation, which, although it would seem to vest over three years, would be accelerated and become fully-vested if the holder is not re-elected as a director of the Company. On April 6, 2023, in spite of the Company’s poor performance, the members of the Executive Committee granted to each of themselves 1,053,253 Performance Units—this is the maximum number of units that can be issued to an individual under the 2023 Incentive Plan. The Company discloses a fair value of the aggregate Performance Units of less than $1,000,000, however, we believe the Performance Units could ultimately be worth significantly more to each of the Entrenched Directors and that the Company’s SEC filings do not adequately enable stockholders to understand the potential value of the Performance Units or other material terms that would typically be disclosed. We are concerned that the grant of these Performance Units was not disclosed in the Entrenched Director’s consent solicitation, that the Entrenched Directors have set their own compensation, and that they knowingly maximized their performance unit awards to the greatest extent permitted under the 2023 Incentive Plan. This behavior is representative of Hartman’s main concern: the Entrenched Directors’ interests are not aligned with the Company’s stockholders!

 

·Consider that in contrast, while Hartman served as CEO of Silver Star he received no compensation as an officer. His only benefit was working for the appreciation of his Silver Star stock, the same as every other stockholder. Consider also that Hartman has invested in the Company’s stock and that he is currently the largest stockholder, whereas the Entrenched Directors have only a de minimis number of shares, unless you count the Performance Shares which they granted to themselves. The Entrenched Directors have worked hard to paint a picture of Hartman as being motivated by his personal interests, but his actions have shown that his main concern is for the best interests of the Company and its stockholders. Further, as a stockholder himself, he derives value from the Company in the same way that other stockholders do and is therefore aligned with YOU.

 

The Hartman Group has a vision for Silver Star that is fundamentally different from that of the Entrenched Directors.

 

Entrenched Directors plan for Silver Star

Al Hartman’s plan for Silver Star

 

The Entrenched Directors have ignored the charter and its requirement to wind down and insist on repositioning the Company into a new and risky asset base.

 

The Entrenched Directors has awarded themselves Performance Units as excessive director compensation.

 

The occupancy of the portfolio has plummeted under Mr. Haddock’s leadership and assets are selling for depreciated prices.

 

The Entrenched Directors are taking actions and engaging in litigation to avoid providing stockholders with a choice for the Company’s future by refusing to schedule an annual meeting 

 

Mr. Haddock has created a high executive turnover work environment, where two recruited CEOs in less than a year turned over without notice.

Hartman advocates for a complete liquidation of the Company, and full return of capital to investors, per the Company’s charter.

 

Mr. Hartman never took a Salary during his 20 years of leading the company as its CEO

 

Mr. Hartman increased occupancy of the portfolio to 81% during his tenure and is well equipped to liquidate the assets and maximize stockholder value.

 

Mr. Hartman advocates for a Company stockholder Annual Meeting

  

Mr. Hartman created an environment of low executive turnover and employee satisfaction. 

 

 3 

 

 

Turbulence on All Fronts have Reigned at the Company under Haddock’s Leadership

 

·Continuity of the executive team, which was stable with Hartman at the helm, has buckled under the leadership of Gerald Haddock (“Haddock”), chairman of the Executive Committee and newly appointed Executive Chairman and Chief Executive Officer. We question whether Haddock has actually been planning to have himself appointed CEO of Silver Star all along. Haddock was previously CEO of Crescent Real Estate Equities Co., where he resigned after a precipitous decline (approximately 50% drop) in the stock price. He then sued his former employer--and lost. We question if Haddock is trying to redeem himself from his disastrous tenure at Crescent by all of his actions at Silver Star. Silver Star stockholders cannot afford a 50% decline in value.

 

·Due to his commitment to the Company, and despite challenges that the Company faced during the unprecedented high interest-rate environment that has dominated the last couple of years, during Hartman’s tenure as CEO he consistently increased occupancy in the Company’s real estate portfolio, which directly corresponded to the overall increase in value of the Company. The Company’s portfolio had a tenant occupancy of 81% at the time Mr. Hartman was removed as Chief Executive Officer, representing an increase from 60%-70% when the properties were acquired. Since the Entrenched Directors removed Mr. Hartman as CEO, tenant occupancy has declined to 71%, as of November 2023, a decline of over 10%. Under the leadership of Haddock, chairman of the Executive Committee and newly appointed Executive Chairman and Chief Executive Officer, in just one year the occupancy of the portfolio has plummeted, and resulting values have dropped dramatically.

 

·Mark Torok, the first CEO the Entrenched Directors hired after it ousted Hartman, was terminated 9 months after starting with the Company. Steve Treadwell was hired in July and left just 3 months later. In contrast, the turnover of direct executive reports to Hartman was less than 10%. Dave Wheeler, former CIO and now CEO, has a 20-year tenure at the Company. Lou Fox, former and current CFO, has a 15-year tenure. Kim Strickland, former COO, had a 10-year tenure and was terminated by Gerald Haddock. Yet while struggling to establish an executive officer slate, the Company continues to double down on a self-storage investment strategy, despite to our knowledge having zero executives or Board members with self-Storage experience.

 

·In a troubling development, we believe the Company was recently FIRED by its auditing firm. On December 4, 2023, the Company disclosed in a confusing release that Weaver and Tidwell, L.L.P. was not seeking re-election as the Company’s auditor for the 2023 fiscal year. Silver Star also announced that the Board is seeking a new independent registered public accounting firm as soon as practicable. We believe this confusing disclosure means that the Company’s auditor resigned just weeks prior to year end, possibly because of concerns about the Entrenched Directors, although we do not know. This certainly raises questions about why Weaver felt compelled to end its engagement, and why now.

 

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Correcting the Record

 

The Entrenched Directors, led by Haddock, have made several misstatements about Company operations in an attempt to paint Hartman in an unsavory light. Hartman desires to correct the record so that the stockholders of the Company can consider all of the facts.

 

·The Company has alleged that Hartman mislead the Board about the Company’s performance. FALSE.

 

No material information was withheld, intentionally or otherwise. Every Board meeting included Lou Fox (CFO) providing financial information and Michael Racusin (General Counsel) providing legal, both of whom are still employed by the Company. Hartman lead the Company through meetings to obtain collective input and provided all requested information to the Board.

 

·The Company has alleged that Hartman has impeded stockholder liquidity. FALSE.

 

Under Hartman’s leadership, and with full Board participation, the Company’s growth strategy was successfully executed in consideration of a forthcoming public listing. A business decision to not do a public offering was made, due to a 30% discount devaluation, which the Board agreed upon and approved. The prior decision of management and the Board to pivot to merging Silver Star and Hartman vREIT XXI, Inc. into a NAV REIT (Net Asset Value REIT, a continual life fund) would have provided liquidity to shareholders without a large discount. This planned merger was initiated by the Board of Directors and years in the making. Because this merger did not happen, liquidation of Silver Star is the only option pursuant to the Company’s charter.

 

·The Company has alleged that Hartman had an excessive degree of control as CEO due to creating a culture that stifled dissenting viewpoints. FALSE.

 

All major decisions were made with the help of the Executive Committee. Additionally, the Finance Committee met weekly during Hartman’s tenure. The Finance Committee consisted of the CFO, CIO, General Counsel, Controller, and analysts. All financial aspects of the company were addressed, and collective decisions were made in this committee. Hartman was very intentional about running a bottom-up culture, in the interest of allowing the Company to arrive at the right answers by solving the department problems at the department level.

 

·The Company has alleged that during Hartman’s tenure, tenant turnover was excessive. FALSE.

 

Mr. Hartman led renewal conversations 30 months in advance to retain all tenants over 10,000 square feet. Aggressive new tenant prospecting was foundational to the business model, requiring a large leasing staff that leased the properties up. Furthermore, occupancy has dropped precipitously since Haddock took over 1 year ago.

 

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CONCLUSION

 

The Hartman Group does not believe that the Entrenched Directors are people who YOU want making business decisions with OUR capital. There are simply too many things that call into question their judgment and their motivations!

 

The Hartman Group believes that it is time to return capital to the stockholders of the Company, the true owners.

 

The Company’s charter requires that it be liquidated and wound down. The time has passed for that process to have begun. We believe the Board has a legal obligation to wind down the Company. The Board is operating in violation of this obligation; further, we believe that the self-storage facility strategy currently being pursued by the Board, without stockholder approval, is not permitted under the terms of the Company’s organizational documents and that, in any case, is not the right strategy at this time.

 

We would like the opportunity to propose directors at an annual meeting of the Company’s stockholders who will work to wind down the Company and return capital to its stockholders.

 

For all these reasons, the Hartman group is going to vote NO to the proposal in the consent solicitation for the re-election of the Entrenched Directors.

 

Contact:

 

Al Hartman (713) 234-5011
IR@hartman-investments.com

 

 

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