SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section)240-14a-11(c) or
(section)240-14a-12
Property Resources Equity Trust
(Name of Registrant as Specified In its Charter)
Property Resources Equity Trust
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(3)
or
Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
1 Set forth the amount on which the filing fee is calculated and state how
it
was determined.
[ ] Fee paid previously with preliminary material.
[ ] 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:
PROPERTY RESOURCES EQUITY TRUST
777 MARINERS ISLAND BOULEVARD
SAN MATEO, CA 94404
(415) 312-3000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 6, 1996
Dear Shareholder:
Notice is hereby given that the Annual Meeting of Shareholders of Property
Resources Equity Trust will be held on June 6, 1996, at 3:00 pm., Pacific
time, at the Company's principal executive offices located at 1800 Gateway
Drive, San Mateo, California for the following purposes:
1. To elect a Board of Directors of the Company.
2. To ratify or reject the selection of Coopers & Lybrand,
independent public accountants, as the auditors for the Company
for the fiscal year ending December 31, 1996.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Pursuant to the Company's Bylaws, the Board of Directors has fixed the close
of business on April 12, 1996, as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting. Only
shareholders of record at that time will be entitled to vote at the meeting
or any adjournment thereof.
You are cordially invited to attend the meeting in person. Even if you plan
to attend the Annual Meeting, please complete, date, sign, and return the
enclosed proxy promptly in the enclosed self-addressed, stamped envelope. If
you attend and wish to withdraw your proxy, you may vote personally.
Dated: April 17, 1996 By Order of the Board of
Directors,
Richard S. Barone
Secretary
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PLEASE RETURN YOUR PROXY CARD PROMPTLY
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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
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SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. IF
YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL
EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN
MAILING YOUR PROXY PROMPTLY.
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PROPERTY RESOURCES EQUITY TRUST
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS JUNE 6, 1996
SOLICITATION, REVOCATION AND VOTING OF PROXIES
This proxy statement and the enclosed proxy are furnished in connection with
the annual meeting of shareholders (the "Meeting") of Property Resources
Equity Trust (the "Company"). Shareholders of record at the close of business
on April 12, 1996, are entitled to notice of and to vote at the Meeting. On
that date, there were 1,090,067 shares of Common Stock, Series A outstanding,
and 1,000 shares of Common Stock, Series B outstanding (collectively the
"Common Stock"). Each share of Common Stock is entitled to one vote, and a
majority of the shares entitled to vote will constitute a quorum.
The enclosed proxy is being solicited by the Company's Board of Directors
(the "Directors"). You may revoke your proxy at any time before it is
exercised by delivering a written notice to the Company expressly revoking
your proxy, by signing and forwarding to the Company a later-dated proxy, or
by attending the Meeting and casting your votes in person.
The cost of soliciting proxies will be borne by the Company. The Company may
request brokerage houses and other institutions to forward the solicitation
material to persons for whom they hold shares of Common Stock and to obtain
authorization for the execution of proxies. The Company will reimburse
brokerage houses and other institutions for their reasonable expenses in
forwarding the Company's proxy material. In addition to solicitations by
mail, some Directors and officers of the Company, and employees of Property
Resources, Inc. (the "Advisor"), without extra remuneration, may conduct
additional solicitations by telephone, telegraph and personal interviews.
This proxy statement and the enclosed proxy are scheduled to be mailed to
shareholders commencing on or about April 17, 1996.
The proxyholders will vote all proxies received. It is the present intention
that, absent contrary instructions, the enclosed proxy will be voted: FOR the
election as Directors of the nominees named hereinafter, but the proxy
holders reserve full discretion to cast votes for other persons in the event
any such nominees are unable to serve; FOR the ratification of the selection
of Coopers & Lybrand as auditors for the Company for the fiscal year ending
December 31, 1996; and in the discretion of the proxyholders upon such other
matters not now known or determined which may properly come before the
meeting.
PROPOSAL 1: ELECTION OF DIRECTORS
The enclosed proxy will be voted, unless authority is withheld, for the
election of the nominees named herein as Directors of the Company, to hold
office until the next Annual Meeting of Shareholders and until their
successors are elected and qualified. All of the nominees have consented to
serve as Directors. However, if any nominee is not available for election at
the time of the meeting, the proxyholders may vote for any substitute person
nominated by the Board of Directors, in their discretion. The presence of a
majority of the shares entitled to vote, in person or by proxy, at the
meeting constitutes a quorum. A quorum is required to elect Directors and to
conduct business at the meeting. In the election of Directors, the
proxyholders intend to distribute, in such proportions as they see fit, the
votes represented by each proxy among the three nominees named herein or any
such substitute person nominated by the Board, and authority to do so is
included in the proxy.
Under the corporation law of the State of California, a shareholder is
entitled to cumulate his votes in the election of Directors. This means that
a shareholder may give to any one nominee a number of votes equal to the
number of Directors to be elected, multiplied by the number of votes to which
his shares are entitled; or, a shareholder may distribute such votes, based
upon the same principle, among as many candidates as he chooses. If a
majority of the shares of Common Stock entitled to vote are represented in
person or by proxy at the meeting, the three nominees who receive the highest
number of votes will be the Directors for the next year and until their
successors are elected and qualified. A shareholder may use his proxy for
cumulative voting by noting the number of shares to be voted for each
nominee. Unless otherwise noted on the proxy card, shares of persons
submitting a proxy will be voted equally for each nominee (subject to the
proxyholders' right to cumulate votes represented by each proxy as referenced
above).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES NAMED BELOW OR
THEIR SUBSTITUTES AS SET FORTH HEREIN.
NAME, AGE AND FIVE-YEAR BUSINESS EXPERIENCE DIRECTOR SINCE
David P. Goss (49) 1987
Mr. Goss is Chief Executive Officer, President and Director of the Company
(1987 to date). He is also Chief Executive Officer, President and Director
of the Advisor, Franklin Properties, Inc., Franklin Real Estate Income Fund
(1988 to date), Franklin Select Real Estate Income Fund (1989 to date) and
Franklin Advantage Real Estate Income Fund (1990 to date). Mr. Goss has a
B.A. degree from the University of California, Berkeley, and a J.D. degree
from the New York University School of Law. He is a registered principal
with the National Association of Securities Dealers, Inc.
David W. Walters (49) 1986
Mr. Walters is an Independent Director of the Company (1986 to date) and has
been a practicing attorney since 1974, specializing in real estate
acquisitions, finance, securities and taxation. From 1974 to 1976, Mr.
Walters was with the California State Department of Corporations where, as
Corporations Counsel, he was responsible for the administration of
California's Real Estate Securities Qualification Rules. From 1976 to 1978,
Mr. Walters was a member of the Bank of America's legal staff, where he
specialized in commercial and consumer lending problems. Since 1978, Mr.
Walters has been in private practice. Mr. Walters graduated from Stanford
University where he received a B.S. degree. He also received a M.B.A. degree
from the University of California at Berkeley, a J.D. degree from the
University of San Francisco and a Masters degree in Taxation from Golden Gate
University.
James A. Niles (50) 1985
Mr. Niles is an Independent Director of the Company (1985 to date), and is an
independent consultant. Mr. Niles attended the University of California,
Davis, where he received a B.S., M.S. and Ph.D. in Agricultural Economics.
Mr. Niles was a faculty member at the University of Florida from 1973 to
1978, and an Associate Professor at the Institute of Agribusiness at the
University of Santa Clara from 1978 to 1986. Mr. Niles is the owner of
Creekside Investment located in Los Gatos, California.
As of April 12, 1996, none of the Directors owned any shares of the Company,
beneficially or of record, nor to the Company's knowledge, did any person own
more than 5% of the outstanding Common Stock. Property Resources, Inc. owns
shares of Common Stock which amount to less than 1% of the total outstanding
shares of the Company.
The executive officers of the Company other than those listed above are:
Michael J. McCulloch (48)
Mr. McCulloch is Executive Vice President of the Company (1987 to date). He
is also Executive Vice President of the Advisor (1987 to date), Franklin
Properties, Inc., Franklin Real Estate Income Fund (1988 to date), Franklin
Select Real Estate Income Fund (1989 to date) and Franklin Advantage Real
Estate Income Fund (1990 to date). Mr. McCulloch actively operated an
unaffiliated real estate brokerage and property management consulting firm
from 1983 to 1987. From 1981 to 1984, Mr. McCulloch served as Executive Vice
President of Morse-Nederveld, Inc., a real estate syndication firm. Mr.
McCulloch was also a director and an officer of the Advisor from 1976 to
1980. He attended California State University, Los Angeles and the
University of Southern California.
Richard S. Barone (45)
Mr. Barone is Secretary of the Company (1988 to date). He is also Secretary
of the Advisor, Franklin Properties, Inc., Franklin Real Estate Income Fund
(1988 to date), Franklin Select Real Estate Income Fund (1989 to date) and
Franklin Advantage Real Estate Income Fund (1990 to date). He is also Senior
Vice President - Legal of the Advisor and Franklin Properties, Inc. (1988 to
date) and Corporate Counsel of Franklin Resources, Inc. (1988 to date).
Previously, Mr. Barone was employed by the Robert A. McNeil Corporation as
Corporate Counsel from 1982 until June, 1987, during which period he also
held the positions of Vice President - Legal (1984 to 1987) and Secretary
(1986 to 1987). Prior to 1982, he was in a private law practice in San Mateo,
California. Mr. Barone received a B.A. degree and a J.D. degree from the
University of San Francisco. He is a member of the State Bar of California.
Martin L. Flanagan, (35)
Mr. Flanagan is Vice President - Finance and Chief Financial Officer of the
Company, the Advisor and Franklin Properties, Inc. He is also Senior Vice
President, Chief Financial Officer and Treasurer of Franklin Resources, Inc.;
Senior Vice President and Treasurer of Franklin/Templeton Distributors, Inc.,
Franklin Advisers, Inc., and Franklin Institutional Services Corporation;
Treasurer of Franklin Management, Inc., and Franklin Trust Company; Senior
Vice President of Franklin/Templeton Investor Services, Inc. and Franklin
Agency, Inc.; a Director of Templeton/National Bank of Greece Management
(Luxembourg), Templeton Investment Management (Singapore), Templeton
Investment Management (Hong Kong), Templeton Funds Investment Annuity
Company, Templeton Funds Trust Company, Templeton Funds Management, Inc.,
Templeton Holding Ltd., Templeton/Franklin Investment Services, Inc.,
Templeton Life Assurance Ltd., Templeton Quantitative Advisors, Inc.,
Templeton Emerging Markets, Templeton Management (Luxembourg), Templeton Unit
Trust Managers, Ltd., and Templeton Investment Management, Ltd. (Edinburgh);
Executive Vice President, Chief Operating Officer and a Director of Templeton
Worldwide, Inc. and Templeton International, Inc.; Executive Vice President
and a Director of T.G.H. Holdings, Ltd.; Chairman of the Board of Templeton
Global Strategic Services, Inc.; General Manager of Templeton Financial
Advisory Services, S.A.; Managing Director of Templeton Global Investors,
Ltd.; President and Chief Executive Officer of Templeton Global Investors;
and Executive Vice President and a Director of Templeton, Galbraith &
Hansberger, Ltd. and Templeton Investment Counsel, Inc. From 1982 to 1983,
he was an auditor for Arthur Andersen & Company. Mr. Flanagan received a
B.A. degree from Southern Methodist University and is a Certified Public
Accountant and a Chartered Financial Analyst. He is currently a member of
the American Institute of Certified Public Accountants and the International
Society of Financial Analysts.
COMMITTEES AND MEETINGS OF DIRECTORS
The Directors met six times during 1995. The Audit Committee, which consists
of all of the Independent Directors of the Company, met once during 1995.
All of the Directors standing for re-election attended all of the meetings.
Those Directors who are not affiliated with the Advisor receive fees of
$2,000 per year plus $400 per each regular meeting and $300 per each
telephonic meeting attended. For the fiscal year ended December 31, 1995,
fees to all Directors, and reimbursement of expenses related to attendance at
Board meetings totaled $8,600.
PROPOSAL 2: RATIFICATION OR REJECTION OF THE SELECTION OF AUDITORS
The Board of Directors recommends ratification of its designation of Coopers
& Lybrand as independent public accountants to audit the financial statements
of the Company for the fiscal year ending December 31, 1996. During the
fiscal year ended December 31, 1995, the audit services of Coopers & Lybrand
consisted of the rendering of an opinion on the financial statements of the
Company. Coopers & Lybrand has no material direct or indirect beneficial
interest in the Company or the Advisor, and does not intend to send a
representative to be present at the meeting. Unless marked to the contrary,
proxies received will be voted FOR the ratification of the appointment of
Coopers & Lybrand as independent public accountants to audit the financial
statements of the Company for the fiscal year ending December 31, 1996.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF COOPERS & LYBRAND AS INDEPENDENT PUBLIC ACCOUNTANTS TO AUDIT
THE FINANCIAL STATEMENT OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31, 1996.
OTHER MATTERS
The Directors know of no other matters to be brought before the Meeting. If
any other matters properly come before the Meeting, the proxyholders will
vote the proxies in accordance with their best judgment. In the event that
sufficient votes in favor of the proposals set forth in the Notice of Annual
Meeting of Shareholders are not received by the date of the Meeting, the
proxyholders may propose one or more adjournments of the Meeting for a period
or periods of not more than 45 days in the aggregate to permit further
solicitation of proxies, even though a quorum is present. Any such
adjournment will require the affirmative vote of a majority of the votes cast
on the question in person or by proxy at the session of the meeting to be
adjourned. The proxyholders will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of the election of the
nominees as Directors. The costs of any such additional solicitation and of
any adjourned session will be borne by the Company.
The Company's Annual Report to Shareholders for the year ended December 31,
1995, is enclosed herewith.
OTHER INFORMATION
The Company's Board of Directors (including all of its Independent Directors)
have determined, after review, that the compensation paid to the Advisor and
to Continental Property Management Co. in 1995, as well as the reimbursements
made by the Company to the Advisor for certain types of compensation and
payments are fair and reasonable to the Company.
ADVISOR
The Company operates under an advisory agreement with the Advisor, Property
Resources, Inc. Under the terms of the agreement, which is renewable
annually, the Advisor provides various services such as investment advisory,
acquisition and administrative services. Under the agreement, the Advisor is
entitled to receive certain compensation and payments for services rendered,
which includes but is not limited to, a quarterly annualized advisory fee
amounting to 5% of the total cash distributions to shareholders (other than
distributions attributable to the sale or refinancing of a property ). For
the year ended December 31, 1995, total fees paid by the Company to the
Advisor under the Advisory Agreement consisted of $16,000 in advisory fees.
In addition, the Company reimbursed the Advisor for certain costs and
expenses incurred on behalf of the Company for the fiscal year ended December
31, 1995, in the amount of $36,000.
PROPERTY MANAGEMENT AGREEMENT
Continental Property Management Co. ("CPMC"), an affiliate of the Advisor,
acts as property manager for the Company's properties. During the year ended
December 31, 1995, the Company paid CPMC property management fees totaling
$35,000, leasing commissions totaling $21,000 and construction supervision
fees of $1,000.
SHAREHOLDERS PROPOSALS
Any Shareholders intending to present any proposal for consideration at the
Company's next Annual Meeting of Shareholders must, in addition to meeting
other applicable requirements, mail such proposal to the Company so that it
is received at the Company's executive offices not less than 120 days in
advance of April 17, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
Richard S. Barone
Secretary
STOCKHOLDERS ARE REQUESTED TO FILL IN, DATE AND SIGN THE PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, GIVE
YOUR FULL TITLE AS SUCH. WHERE STOCK IS HELD JOINTLY, BOTH SIGNATURES ARE
REQUESTED.