-----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, RDE8bFMfEGTp63LBPuEGhn/5Y/rEXw0ya4MNlA6kQFWiIqi1jZUCtyylfBBOTT4K RcxCE0rE6WVVnz+uWkdoNg== 0000948524-97-000042.txt : 19970501 0000948524-97-000042.hdr.sgml : 19970501 ACCESSION NUMBER: 0000948524-97-000042 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970625 FILED AS OF DATE: 19970430 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: METRIC INCOME TRUST SERIES INC CENTRAL INDEX KEY: 0000846722 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 943087630 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18294 FILM NUMBER: 97591333 BUSINESS ADDRESS: STREET 1: ONE CALIFORNIA STREET STREET 2: SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111-5415 BUSINESS PHONE: 4156782000 MAIL ADDRESS: STREET 1: ONE CALIFORNIA ST STREET 2: SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111-5415 FORMER COMPANY: FORMER CONFORMED NAME: METRIC PARTNERS HIGH INCOME FUND SERIES I INC DATE OF NAME CHANGE: 19890629 DEF 14A 1 NOTICE OF ANNUAL MEETING SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULED 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, For Use of the Commission Only (as permitted by Rule 14a-6 (a)(2)) |X| Definitive Proxy Statement |_| Definitive Additional Materials |_| Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12 METRIC INCOME TRUST SERIES, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) Herman H. Howerton, Esq. - -------------------------------------------------------------------------------- (Name of Person(s) Filling Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- |_| Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. - -------------------------------------------------------------------------------- (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement no.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- METRIC INCOME TRUST SERIES, INC. NOTICE TO SHAREHOLDERS OF ANNUAL MEETING PLEASE TAKE NOTICE that the Annual Meeting of shareholders of Metric Income Trust Series, Inc. ("MITS") will be held on Wednesday, June 25, 1997 at 10:00 a.m., Pacific Daylight Savings Time, at the Park Hyatt Hotel, 333 Battery Street, San Francisco, California 94111, to consider and vote on the following matters: 1. Election of Directors for the ensuing year; 2. Such other business as may properly come before the meeting. In addition, management will report on the business and financial condition of MITS. Only shareholders of record at the close of business on April 28, 1997 will be entitled to vote at the meeting, and those shareholders are cordially invited to attend the meeting in person. Whether or not you plan to be present, please complete, date, and sign the enclosed proxy card and return it in the postage paid envelope provided. Your proxy may be required in order for there to be a quorum (a majority of MITS' outstanding shares as of April 28, 1997) for the transaction of business at the meeting. You may revoke your proxy at any time before it is voted by filing with MITS a written revocation or a duly executed proxy bearing a later date. If you are present at the meeting and elect to vote in person, your proxy will not be used. We look forward to seeing you at the meeting. BY ORDER OF THE BOARD OF DIRECTORS OF METRIC INCOME TRUST SERIES, INC. By: --------------------- Herman H. Howerton Secretary Dated: April 30, 1997 PROXY STATEMENT INFORMATION CONCERNING SOLICITATION AND VOTING General THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF METRIC INCOME TRUST SERIES, INC. ("MITS") with its principal executive offices located at One California Street, San Francisco, California 94111, for use at the Annual Meeting of MITS' shareholders to be held on June 25, 1997, and at any continuation or adjournment thereof (the "Annual Meeting") for the purposes set forth herein. Solicitation MITS will first mail this Proxy Statement and accompanying proxy on or about April 30, 1997 to all shareholders entitled to vote at the Annual Meeting. It is contemplated that proxies will be solicited principally through the mail, but Directors and officers of MITS or regular employees of the Advisor to MITS, SSR Realty Advisors, Inc. (the "Advisory Company" or "Advisor") or its affiliates, may, without additional compensation, solicit Proxies, personally or by telephone, telegraph, or letter. MITS may request banks, brokerage houses, and other institutions, nominees, or fiduciaries holding MITS shares in their name to forward the solicitation materials to the beneficial owners thereof. MITS will bear the entire cost of proxy solicitation, including reimbursement of the reasonable expenses incurred by brokerage firms and others representing beneficial owners of shares in so forwarding those materials. Voting Rights and Outstanding Shares Only shareholders of record at the close of business on April 28, 1997 (the "Record Date") will be entitled to receive notice of and to vote at the Annual Meeting. At the close of business on the Record Date there were outstanding and entitled to vote 6,321,641 shares of MITS common stock (collectively, the "Shares"). Each outstanding Share is entitled to one vote for each matter to be voted upon at the Annual Meeting, except that in the election of Directors, each shareholder has cumulative voting rights and, if any shareholder has given notice at the meeting prior to voting of the shareholder's intention to cumulate the shareholder's votes, is entitled to as many votes as equal the number of Shares held multiplied by the number of Directors to be elected (five), which votes may be cast for a single candidate or distributed among two or more candidates as the shareholder thinks fit. See "Nomination and Election of Directors". Voting on any other matters to be submitted at this meeting will be on a noncumulative basis. Revocability of Proxies Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted by filing with MITS, at its principal executive offices, written notice of revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. GENERAL INFORMATION Security Ownership of Certain Beneficial Owners and Management As of April 25, 1997, the percentage of the outstanding shares of common stock of MITS beneficially owned by any shareholder was less than five percent. As of such date, the only Director, nominee for Director or officer of MITS who beneficially owned any shares of MITS was William F. Garlock, a Director, who owned 3,127.7642 shares (which amount is less than one percent of the outstanding shares of MITS). An affiliate of the Advisory Company owns 21,506 shares of MITS, which amount is less than one percent of the outstanding shares of MITS. The members of the Board of Directors of the Advisory Company are: Robert A. Fiddaman, Thomas P. Lydon, Jr., Gerard P. Maus and Ralph F. Verni. The last two named individuals are also officers of State Street Research and Management Company ("State Street Research"), a subsidiary of Metropolitan Life Insurance Company ("Metropolitan Life"). 1 Board Meetings and Committees The Board of Directors held five meetings during 1996. No Director attended less than 75 percent of the aggregate of meetings of Directors held during the period of 1996 for which he was a Director, except Robert M. Rouse who attended 60 percent of such meetings. MITS has no standing Nominating, Audit or Compensation Committees. Compensation Directors and officers of MITS who are employed by the Advisory Company or its affiliates received no compensation from MITS during 1996. (Because all of the officers of MITS are employed by the Advisory Company or an affiliate, none of the officers received any compensation from MITS.) The aggregate remuneration paid for services during 1996 to all Independent Directors (as defined below) as a group was $33,733, including reimbursement of expenses incurred in attending meetings and conducting the business of MITS. No Director received from MITS aggregate remuneration for services during 1996 in excess of $60,000, including reimbursement for expenses incurred in attending meetings and conducting the business of MITS. Those Directors who are neither officers of MITS nor of the Advisory Company nor its affiliates (the "Independent Directors") received an annual fee of $9,000 plus $500 for each meeting of the Board attended in person and $100 for each meeting attended by telephone conference call. All Directors are entitled to reimbursement of expenses incurred in attending meetings and carrying on the business of MITS. In 1996, only Messrs. Devine and Moeckel (see "Proposal One - Nomination and Election of Directors - General" below) received reimbursement of expenses of $898 and $2,035, respectively, with an aggregate expense reimbursement of $2,933. The Advisory Company is compensated for its services as Advisor pursuant to an Advisory Agreement. On March 27, 1997, the Advisory Agreement was assigned to, and the obligations of the Advisory Company thereunder were assumed by, SSR Realty Advisors, Inc., an affiliate of Metric Realty which had been the Advisory Company since the formation of MITS. This Assignment and Assumption was unanimously approved by the Independent Directors on March 27, 1997. See "Assignment of Advisory Agreement" in the enclosed MITS' 1996 Annual Report. The Advisory Agreement provides for, among other things, a regular quarterly advisory fee, certain transactional fees and reimbursement of certain expenses. Pursuant to Section 4.9 of MITS' Bylaws, the Independent Directors are required at least annually to reach a determination that the Advisor's compensation is reasonable in relation to the nature and quality of services performed. Such determination must be based on the following criteria and reflected in the minutes of the meeting of the Directors: (i) the size of the advisory fee in relationship to the size, composition and profitability of the invested assets; (ii) the investment opportunities generated by the Advisor; (iii) advisory fees paid to other advisors by other real estate investment trusts; (iv) additional revenues realized by the Advisor and its affiliates through their relationship with MITS, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by MITS or by others with whom MITS does business; (v) the quality and extent of services and advice furnished by the Advisor; (vi) the quality of the portfolio of MITS in relationship to the investments generated by the Advisor for its own account; and (vii) all other factors the Independent Directors may deem relevant. On March 27, 1997, following due consideration of each of the foregoing criteria, the Independent Directors unanimously approved the extension of the Advisory Agreement through the period ending March 31, 1998. The quarterly advisory fees paid to the Advisor under the Advisory Agreement are calculated at a rate of 0.75 percent per annum of the appraised value of the properties. Such fees are payable in full only if MITS makes annualized dividend payments equaling at least 8.5 percent of the shareholders' adjusted capital contribution, i.e., the original invested capital paid by all shareholders for the shares reduced by the total dividends from the sale or disposition of any property or the sale or principal repayment of securities. To the extent that dividends paid for a calendar quarter are less than 8.5 percent on an annualized basis, the advisory fee payable to the Advisor for that quarter would be proportionately reduced. See "Certain Relationships and Related Transactions" below for information regarding fees and expense reimbursements paid to Metric Realty as the Advisory Company in 1996. 2 Stock Price Performance Graph The graph presented below compares the cumulative total return on MITS common stock to the cumulative return of the Standard & Poor's 500 Index and an index of finite-life real estate investment trusts ("REITs") prepared at MITS' request by the National Association of Real Estate Investment Trusts ("NAREIT") for the period December 31, 1991 through December 31, 1996. The NAREIT finite-life REIT index (the "REIT Index") consists of tax-qualified finite-life REITs which are traded on the New York Stock Exchange, American Stock Exchange or the NASDAQ National Market System. Companies included in the REIT Index as of December 31, 1996 are identified on Exhibit A attached hereto. Also identified on Exhibit A are companies included in the REIT Index as of December 31, 1995, but not included as of December 31, 1996 because of one or more of the following reasons: (i) the company has been liquidated or consolidated into another REIT; (ii) the stock of the company has ceased trading on the New York Stock Exchange, American Stock Exchange or the NASDAQ National Market System; or (iii) the company has lost its status as a real estate investment trust. The return on investment in MITS' common stock depicted below is based on an estimate of the share value, as no public market for the shares exists. To compute share value as of the fiscal year ends of 1991 and 1992 referenced in the graph, MITS used a formula having as its components the net book value of MITS' properties, the market value of mortgage-backed securities and the book value of its other assets and liabilities. For 1993 and thereafter, MITS used the same formula, except that the value of MITS' properties was determined based on independent third party appraisals (other than one property purchased in December, 1994 as to which the amount invested in the property was used as its value for 1994). Such appraisals were not conducted during the previous periods. For each of the years covered, the net asset value so determined was divided by the number of shares then outstanding to determine value per share. The graph below shows the value of $100 invested on December 31, 1991 as of the year ends depicted, assuming dividend reinvestment on each date paid, based on such estimated share prices as of the quarter end immediately preceding such dividend payment. [PERFORMANCE GRAPH PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION IN HARD COPY] The foregoing table sets forth the value of $100 on December 31, 1991 and on each year end thereafter. 3 Officers Set forth below are MITS' executive officers (other than Thomas P. Lydon, Jr. and William A. Finelli whose biographical information is set forth under the Section entitled Nominees), their principal occupations during the past five years or more and their ages. Kevin M. Howley 40 Mr. Howley is Managing Director, head of the President and Commercial Operating Unit of the Advisory Chief Executive Officer Company, and became President and Chief Executive Officer of MITS in March 1997. He joined the Advisory Company in July 1994, and held the positions of Portfolio Manager and Senior Portfolio Manager before being named to his present position in April 1997. Prior to joining the Advisory Company, Mr. Howley was employed by Metropolitan Life since 1980, where he was involved in a variety of real estate- related activities, including mortgage lending, asset management and acquisitions. His last position with Metropolitan Life was Assistant Vice President in the Real Estate Investment Management Department commencing in November 1992. Mr. Howley graduated from Loyola Marymount University in 1978 with a Bachelor of Arts Degree and from University of California at Los Angeles in 1995 with a Master's Degree in Business Administration. Herman H. Howerton 53 Since August, 1988, Mr. Howerton has been a Vice President, Vice President and General Counsel of the General Counsel and Advisory Company and was Senior Vice Secretary President, Corporate Counsel from March to August 1988. In April, 1997, he also became Managing Director of the Advisory Company. He has been a Vice President and General Counsel and Secretary of MITS since its formation. Mr. Howerton received a Bachelor of Arts Degree from California State University at Fresno in 1965 and a Juris Doctor Degree from Harvard Law School in 1968. He is a member of the State Bar of California and a licensed California real estate broker. Certain Relationships and Related Transactions MITS is a party to the Advisory Agreement with the Advisory Company. Thomas P. Lydon, Jr., the Chairman of MITS, is President and Chief Executive Officer and a Director of the Advisory Company. William A. Finelli, a Director and Vice President, Chief Financial Officer of MITS, is Vice President, Chief Financial Officer, Treasurer and Managing Director of the Advisory Company. Kevin M. Howley, President and Chief Executive Officer of MITS, is Managing Director, head of the Commercial Operating Unit of the Advisory Company. The term of the Advisory Agreement has been extended by the action of the Board of Directors to March 31, 1998. Services provided to MITS by the Advisory Company include investment advice, real estate and disposition assistance, financial services and asset management services. MITS' Advisory Agreement with the Advisory Company provides, among other things, for payment of regular quarterly advisory compensation, together with reimbursement of certain expenses. (See "General Information - Compensation" above for information regarding this advisory compensation.) Under the Advisory Agreement, the Advisory Company and its affiliates are entitled to reimbursement for all costs incurred in providing services to MITS. These reimbursable costs fall into two categories: direct costs and allocated common overhead costs. Such reimbursable costs include, but are not limited to, the cost of rent, goods or material furnished or incurred by the Advisory Company in connection with services rendered to or for the benefit of MITS based upon the compensation of the individuals involved and an appropriate share of overhead. Such reimbursable costs also include costs of legal, accounting, and other contracted services, and related general and administrative costs. The Advisory Agreement also provides for payment to the Advisory Company of subordinated real estate commissions for substantial services rendered in the sale of MITS' properties, and of a subordinated incentive fee out of proceeds from sales of MITS' properties and mortgage-backed securities, both subordinated to the receipt by shareholders of a certain amount of dividends. 4 During 1996, Metric Realty as the Advisory Company (see "General Information - Compensation" above for information regarding assignment of the Advisory Agreement by Metric Realty) earned advisory fees of $228,829 and received or had the right to receive as of December 31, 1996, $199,494 in reimbursement of expenses. Metric Realty earned no acquisition or other fees from MITS in 1996. Additionally, MITS has entered into an agreement with State Street Research pursuant to which State Street Research manages MITS' mortgage-backed securities portfolio. State Street Research is a subsidiary of Metropolitan Life and an affiliate of the Advisor. During 1996, State Street Research earned $38,369 in fees. The above described arrangements were not made pursuant to arm's length negotiations. However, in the opinion of the Independent Directors of MITS, the terms are as beneficial to MITS as terms which could be obtained from an independent third party or parties for similar services and the compensation of the Advisory Company and State Street Research is reasonable in relation to the nature and quality of services performed by the Advisory Company and State Street Research, respectively. Independent Auditors Ernst & Young, independent auditors, provided auditing services to MITS in 1996. The Directors have also selected Ernst & Young to examine the financial statements of MITS for the year ending December 31, 1997. A representative of Ernst & Young will be present at the Annual Meeting to respond to appropriate questions. Such representative will also have the opportunity to make a statement at the meeting if he or she desires to do so. Compliance with Section 16(a) of the Securities Exchange Act Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act") requires the officers and directors of a public company and persons who beneficially own more than ten percent of a registered class of its equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC") on Forms 3, 4 and 5 and to submit copies of these Forms to the company. Under Section 16 of the Exchange Act, MITS is required to identify in this Proxy Statement the name of each person who failed to file a required Form on a timely basis and to set forth the number of late Forms, the number of transactions that were not reported on a timely basis and any known failure to file a required Form. Based solely on its review of the copies of any Forms 3, 4 and 5 received by it, and written representations from certain reporting persons that no Forms 5 were required for those persons, MITS believes that during the most recent fiscal year, all filing requirements under Section 16(a) of the Exchange Act applicable to those persons who were, at any time during the last fiscal year of MITS, officers, directors or greater than ten percent shareholders of MITS were complied with. PROPOSAL ONE NOMINATION AND ELECTION OF DIRECTORS General At the Annual Meeting, Directors are to be elected who will hold office until the next annual meeting of shareholders and until the election of their respective successors, or until their earlier death, resignation, or removal. On June 13, 1996, Donald K. Devine, Robert A. Fiddaman, William F. Garlock, William G. Moeckel, Jr. and Robert M. Rouse were elected as Directors of MITS. Messrs Devine and Fiddaman, who are officers of the Advisory Company or an affiliate, resigned as Directors in March, 1997, and William A. Finelli and Thomas P. Lydon, Jr. were elected as Directors by the remaining MITS Directors on March 27, 1997, to fill the vacancies created by such resignations. Messrs. Finelli, Garlock, Lydon, Moeckel, and Rouse's terms as Directors end as of the date of the Annual Meeting scheduled for June 25, 1997 and upon their reelection or the election of their successors. Each has been nominated for reelection. Each such nominee has agreed to serve if elected, and management has no reason to believe that any nominee will be unavailable to serve. Unless otherwise 5 instructed, the proxy holders will vote the proxies received by them for the election of the five nominees named below. The proxies cannot be voted for a greater number of persons than the number of nominees named. If any nominee becomes unavailable for election for any reason, the Shares represented by the proxies will be voted for any substitute nominee designated by the Directors. If additional persons are nominated by persons other than the Board, discretionary authority is hereby solicited for the proxy holders in their discretion to vote all proxies received by them according to the cumulative voting rules to assure the election of as many of the five nominees listed below, or substitute nominees designated by the Directors, as possible. See "Voting Rights and Outstanding Shares" set forth above. The five nominees receiving the highest number of affirmative votes of the Shares entitled to be voted at the Annual Meeting will be elected Directors of MITS. The inspector of elections at the Annual Meeting will tabulate the votes with respect to nominees by recording the total number of votes for each nominee and the number of votes withheld with respect to each of the Board's nominees. Votes withheld shall have no legal effect, except that the shares represented thereby will be counted as present for the purpose of determining whether a quorum is present at the meeting. With respect to any other matters that may properly come before the Annual Meeting, the inspector of elections will record the number of votes in favor of such matter, the number of votes opposed and the number of abstentions. Of the five Directors nominated, three are Independent Directors and two are officers of the Advisory Company and/or its Affiliates. The Bylaws of MITS require that a majority of the Directors be Independent Directors and that successor Independent Directors be nominated by the remaining Independent Directors. 6 Nominees The following table indicates each nominee's age and his principal experience during the past five or more years: Thomas P. Lydon, Jr. 48 Mr. Lydon has been President and Chief Chairman Executive Officer of the Advisory Company since February 1995 and became Chairman of MITS in March 1997. Prior to joining the Advisory Company, Mr. Lydon was from April 1992, an Executive Vice President of MBL Life Assurance Corporation ("MBL") (formerly Mutual Benefit Life Insurance Company) chosen by the New Jersey Department of Insurance to oversee, rebuild and organize the real estate investment division of MBL. Mr. Lydon's experience before joining MBL included serving as Executive Vice President and principal of Manhattan Capital Realty Corporation, an investment banking firm, from 1990 to 1992, and as Senior Vice President of Unicorp American Corporation, a real estate and banking firm, from 1985 to 1990. Mr. Lydon graduated from Syracuse University with a Bachelor's Degree in Business Adminstration in 1970. William A. Finelli 39 Mr. Finelli has been Managing Director, and a Director, Vice President, Vice President, Chief Financial Officer and Chief Financial Officer Treasurer of the Advisory Company since August and Treasurer 1995 and became a Director of MITS in March 1997 and its Vice President, Chief Financial Officer and Treasurer in April 1997. He is responsible for overseeing the day to day activity of the accounting, finance, technology and valuation areas of the Advisory Company. Before he joined the Advisory Company, Mr. Finelli served from November 1983 as a financial executive of MBL. His last position with MBL was Vice President - Real Estate Accounting. While at MBL, he was until January 15, 1993 Vice President and Treasurer of Mutual Benefit Overseas, Inc. ("MBO"), an affiliate of MBL. By an August 1992 agreement, all of the common equity of MBO was transferred to a third-party receiving agent for the benefit of MBO's bondholders. This agreement was approved by the Court in October 1992 and by the bondholders on January 20, 1993. On January 26, 1993, MBO consented to the entry of an order for relief in an involuntary Chapter 11 proceeding that had been filed against MBO by certain of its bondholders on January 8, 1993. A consensual plan was approved that provided for the liquidation of MBO. Prior to his years at MBL, Mr. Finelli was with Ernst & Young, a public accounting firm. Mr. Finelli graduated from Rutgers University with a Bachelor's Degree in Accounting in 1979 and is a certified public accountant. William F. Garlock (1) 47 Mr. Garlock is President and a director of Director Garlock & Company, a real estate merchant bank he formed in 1987. He resigned in June 1993 as President and a member of the Board of Directors of Lincoln N.C. Realty Fund Incorporated, a publicly-held real estate investment trust, positions he held for more than 5 years. Prior to 1987, Mr. Garlock spent five years with Blackman, Garlock, Flynn & Co., a real estate merchant banking firm he started in San Francisco. From 1977 through 1981, he served as Senior Vice President in charge of Finance for Daon Corporation, a real estate developer based in Canada. Mr. Garlock currently serves as a member of the Board of Directors of Brennan, Garlock, Inc., a private banking firm. He received a Bachelor of Arts Degree from the University of California at Santa Barbara and a Master's Degree in Business Administration from Stanford University. - ------------------------ (1) Independent Director 7 William G. Moeckel, Jr. (1) 50 Mr. Moeckel is President of Moeckel & Co. and Director a partner in Thayer Hotel Investors II, L.P., a private investment partnership investing in U.S. hotel assets. He was instrumental in the formation in 1996 of this partnership and serves as its Chief Acquisitions Officer. Mr. Moeckel has over 20 years of diversified real estate development experience. From 1989 through January of 1993, he was managing partner of Moeckel, Murphy & Co. From 1986 to May of 1989, he was President of Cumberland Peale, Ltd. From 1984 through 1986, he was Senior Vice President and Director of Hotel Development of The Landmarks Group, a commercial real estate development company based in Atlanta. From 1978 to 1984, he was a partner in the Atlanta office of Laventhol and Horwath, Certified Public Accountants. Mr. Moeckel has also previously served as Senior Vice President and Chief Development Officer of Embassy Suites, Inc. Mr. Moeckel holds a real estate broker's license in Georgia and is a member of the Atlanta Board of Realtors. He graduated from Cornell University with a Bachelor of Science Degree in 1972. Robert M. Rouse (1) 50 Mr. Rouse is the President of Woodmont Real Director Estate Services, a real estate management and consulting firm located in Belmont, California, which merged with Rouse Real Estate Associates, a real estate management and consulting firm. Since January 1994 he has also been a Director of a private real estate investment trust for institutional investors which has invested in apartment properties and for which the Advisory Company is the Advisor. Mr. Rouse was president of Rouse Real Estate Associates from 1986-1990. In 1985, Mr. Rouse was President of Brichard Management Corp., a San Francisco-based real estate investment company, where he had responsibility for property acquisition and management throughout California and Arizona. From 1973 to 1985, he was employed by the Fox Group, where he served in a number of capacities, including Senior Vice President, National Sales and Executive Vice President and Chief Operating Officer of Fox & Carskadon Management Corporation. Mr. Rouse graduated from Golden Gate University in 1969 with a Bachelor of Science Degree in Accounting and Management and in 1977 with a Master's Degree in Business Administration- Finance. Mr. Rouse has been designated a Certified Property Manager by the Institute of Real Estate Management. - ------------------------ (1) Independent Director 8 THE DIRECTORS RECOMMEND A VOTE "FOR" THE ELECTION OF DIRECTORS AS SET FORTH IN PROPOSAL ONE, AND IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, MANAGEMENT PROXIES WILL BE SO VOTED. SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING Any shareholder intending to present a proposal at the next Annual Meeting of shareholders (which will be held in 1998) and desiring management to consider that proposal for inclusion in the proxy statement relating to that meeting must submit the proposal by certified mail, return receipt requested, to the MITS' executive offices, to the attention of MITS' Secretary, no later than January 5, 1998. OTHER BUSINESS At this date, the Board of Directors knows of no other matters proposed to be brought before the meeting. If any other business should properly come before the meeting for shareholder action, the persons named in the enclosed proxy will vote the shares represented by the proxies in accordance with their best judgment. A copy of MITS' 1996 Annual Report and Form 10-K as filed with the Securities and Exchange Commission is enclosed herewith. If you desire additional copies of the 1996 Annual Report, please write to: Investor Services, Metric Income Trust Series, Inc., One California Street, Suite 1400, San Francisco, California 94111. BY ORDER OF THE BOARD OF DIRECTORS OF METRIC INCOME TRUST SERIES, INC. Dated: April 30, 1997 San Francisco, California 9 EXHIBIT A
Companies in 1996 Finite-life REIT Index Companies in 1995 Finite-life REIT Index, - ---------------------------------------- but not in 1996 Index ----------------------------------------- Allied Capital Commercial Corporation Banyan Strategic Land Fund II American Industrial Properties REIT Brandywine Realty Trust Angeles Mortgage Investment Trust CRI Liquidating REIT, Inc. Angeles Participating Mortgage Trust Franklin Real Estate Income Fund Arizona Land Income Corporation Meridian Point Equity Trust IV Banyan Strategic Realty Trust Co. Meridian Point Realty Trust VI Co. Commercial Net Lease Realty, Inc. Meridian Point Realty Trust VII Co. EQK Realty Investors I Partners Preferred Yield, Inc. Income Opportunity Realty Investors Partners Preferred Yield II, Inc. Meridian Point Equity Trust '83 Partners Preferred Yield III, Inc. Meridian Point Realty Trust VIII Co. PS Business Parks National Income Realty Trust Public Storage Properties IX, Inc. Nooney Realty Trust, Inc. Public Storage Properties X, Inc. Public Storage Properties XI, Inc. Public Storage Properties XII, Inc. Public Storage Properties XIV, Inc. Resort Income Investors, Inc. Public Storage Properties XV, Inc. Rockefeller Center Properties, Inc. Public Storage Properties XVI, Inc. Storage Properties, Inc. Public Storage Properties XVII, Inc. Vanguard Real Estate Fund I Public Storage Properties XVIII, Inc. Vanguard Real Estate Fund II Public Storage Properties XIX, Inc. Vimisys Investment Properties Trust (formerly Public Storage Properties XX, Inc. Mellon Participating Mortgage Trust) Transcontinental Realty Investors, Inc.
10 BY SIGNING AND DATING THE BOTTOM PORTION OF THIS FORM, YOU AUTHORIZE THE PROXY TO VOTE EACH PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE "FOR" EACH PROPOSAL AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS FORM AT ONCE IN THE ENCLOSED POSTAGE PAID ENVELOPE. METRIC INCOME TRUST SERIES, INC. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS THE UNDERSIGNED HEREBY APPOINTS THOMAS P. LYDON, JR. OR HERMAN H. HOWERTON AS PROXY, WITH FULL POWER OF SUBSTITUTION, AND HEREBY AUTHORIZES EITHER OF THEM TO REPRESENT AND TO VOTE, AS DESIGNATED BELOW, ALL SHARES OF STOCK OF METRIC INCOME TRUST SERIES, INC. HELD OF RECORD BY THE UNDERSIGNED ON APRIL 28, 1997 AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AT THE PARK HYATT, 333 BATTERY STREET, SAN FRANCISCO, CALIFORNIA, ON WEDNESDAY, JUNE 25, 1997 AT 10:00 A.M. PACIFIC DAYLIGHT SAVINGS TIME, OR AT ANY ADJOURNMENT THEREOF. TO VOTE IN ACCORDANCE WITH THE DIRECTORS' RECOMMENDATION, JUST SIGN BELOW; NO BOXES NEED TO BE CHECKED. TO ELECT DIRECTORS (WITH AUTHORITY TO CUMULATE VOTES); THE NOMINEES ARE: A) THOMAS P. LYDON, JR. C) WILLIAM F. GARLOCK E) ROBERT M. ROUSE B) WILLIAM A. FINELLI D) WILLIAM G. MOECKEL, JR. TO VOTE FOR ALL NOMINEES MARK AN "X" IN THE "FOR ALL" BOX ON THE MIDDLE PORTION OF FORM. TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE MARK AN "X" IN THE BOX MARKED "FOR ALL EXCEPT," AND MARK ANOTHER "X" IN THE APPROPRIATE NOMINEE'S BOX. TO WITHHOLD AUTHORITY ON ALL NOMINEES MARK AN "X" IN THE "WITHHOLD ALL" BOX. TO VOTE MARK AN X IN BLUE OR BLACK INK ON THE PROXY FORM BELOW. KEEP THIS PORTION FOR YOUR RECORD. (DETACH HERE AND RETURN THIS PORTION ONLY) METRIC INCOME TRUST SERIES, INC. VOTE ON DIRECTORS ONLY USE TO WITHHOLD AUTHORITY TO VOTE ON INDIVIDUAL NOMINEES With- For For or Hold or All All All Except 1. A B C D E |_| |_| |_| |_| |_| |_| |_| |_| 2. IN THEIR DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY MUST BE SIGNED AND DATED BELOW. IF YOU DO NOT SIGN AND RETURN THIS FORM, METRIC INCOME TRUST SERIES, INC. MAY INCUR THE ADDITIONAL EXPENSE OF A SECOND MAILING IN ORDER TO HAVE A SUFFICIENT NUMBER OF SHARES REPRESENTED AT THE MEETING. SPECIAL INSTRUCTIONS -------------------- PLEASE SIGN EXACTLY AS NAME APPEARS ABOVE. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH MUST SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE SIGN FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. DATE - ----------------------------------------- SIGN HERE - ----------------------------------------- SIGN HERE - ----------------------------------------- SIGN HERE - ----------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----