SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY REGISTRANT [X] FILED BY A PARTY OTHER THAN REGISTRANT [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[] Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
[] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
National Properties Investment Trust
(Name of Registrant as Specified In Its Charter)
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[] Check box if any part of the fee is offset as provided by Exchange Act Rule
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NATIONAL PROPERTIES INVESTMENT TRUST
32 Hanson Road, Canton Center, Connecticut 06020
(860) 693-9624
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of the Shareholders of National Properties Investment
Trust (the "Trust"), a Massachusetts business trust, will be held at the office
of the Trust's legal counsel, Bingham Dana LLP, 150 Federal Street, Boston,
Massachusetts, 02110, at 2:30 P.M. on Monday, June 29, 1998 for the following
purposes:
1. To elect three Trustees of the Trust.
2. To act upon a proposal to approve and ratify the
amendment of the Trust's Amended and Restated
Declaration of Trust as approved by the Trustees (i) to
confirm self-management of the Trust by the Trustees
and officers, (ii) to provide for infinite life of the
Trust, and (iii) to broaden the Trust's investment
policy, consistent with its continuing qualification as
a real estate investment trust under the Internal
Revenue Code.
3. To transact such other business as may properly come
before the meeting.
The Board of Trustees has fixed May 29, 1998 as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting of Shareholders. Accordingly, only shareholders of record at the close
of business on May 29, 1998 will be entitled to notice of and to vote at such
meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE YOUR
PROXY AND RETURN THE PROXY CARD, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE MEETING AND WISH TO VOTE IN PERSON, YOUR PROXY
WILL NOT BE USED.
By order of the Board of Trustees,
Peter M. Stein
Managing Trustee
Dated: June 1, 1998
NATIONAL PROPERTIES INVESTMENT TRUST
32 Hanson Road, Canton Center, Connecticut 06020
(860) 693-9624
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PROXY STATEMENT
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GENERAL INFORMATION
The enclosed proxy is solicited on behalf of the Board of Trustees of
National Properties Investment Trust (the "Trust") for use at the Annual
Meeting of Shareholders to be held on Monday, June 29, 1998, and at any
adjournments thereof (the "Meeting").
The Trust's principal executive office is located at 32 Hanson Road,
Canton Center, Connecticut 06020.
The cost of soliciting proxies by mail, telephone, telegraph or in person
will be borne by the Trust.
The Trust's Annual Report on Form 10-K is included in the Trust's Annual
Report to Shareholders, and is being furnished to shareholders of record
together with this Proxy Statement, on or about June 1, 1998. Requests for
additional copies should be directed to: National Properties Investment Trust
at its principal office address.
You may revoke your proxy at any time prior to its use by giving written
notice to the Managing Trustee of the Trust, by executing a revised proxy at a
later date or by attending the Meeting and voting in person. Proxies in the
form enclosed, unless previously revoked, will be voted at the Meeting in
accordance with the specifications made by you thereon. In the absence of such
specifications, proxies will be voted in favor of the election of the nominees
for Trustee listed herein, in favor of the proposal to approve and ratify
amendments of the Trust's Amended and Restated Declaration of Trust (the
"Declaration of Trust") and, with respect to any other business which may
properly come before the Meeting, in the discretion of the named proxies. If,
in a proxy submitted on your behalf by a person acting solely in a
representative capacity, the proxy is marked clearly to indicate that the
shares represented thereby are not being voted with respect to one or more
proposals, then your proxy will not be counted as present at the Meeting with
respect to such proposals. Proxies submitted with abstentions as to one or more
proposals will be counted as present for purposes of establishing a quorum for
such proposals.
VOTES REQUIRED
Only shareholders of record at the close of business on May 29, 1998,
are entitled to notice of, and to vote at, the Meeting or any adjournment or
postponement thereof. On the record date, May 29, 1998, 747,552 shares of
beneficial interest in the Trust (the "Shares") were outstanding and entitled
to vote upon the matters to be presented at the Meeting, each Share being
entitled to one vote on all matters. The presence, in person or by proxy, of a
majority of the issued and outstanding Shares will constitute a quorum for the
transaction of business at the Meeting. Votes withheld from any nominee,
abstentions and broker "non-votes" are counted as present or represented for
the purposes of determining the presence or absence of a quorum for the
Meeting. A broker "non-vote" occurs when a nominee holding Shares for a
beneficial owner votes on one proposal, but does not vote on another proposal
because the nominee does not have discretionary voting power and has not
received instructions from the beneficial owner. Abstentions are included in
the number of Shares present or represented and voting on each matter. Broker
"non-votes" are not so included.
The affirmative vote of the holders of a plurality of the Shares
represented and voting at the Annual Meeting is required for the election of
Trustees. The affirmative vote of the holders of at least a majority of Shares
outstanding and entitled to vote is required for approval and ratification of
the proposed amendments of the Declaration of Trust.
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table and footnotes set forth certain information as of
May 29, 1998 regarding the beneficial ownership of Shares of the Trust by (i)
each person known by the Trust to own beneficially five percent or more of the
Shares, (ii) each of the Trustees (and nominees for reelection as Trustee) of
the Trust, (iii) the Managing Trustee and (iv) all Trustees and executive
officers as a group. The Trust believes that each of the beneficial owners of
the Shares listed in the table, based on information furnished by such owner,
has sole investment and voting power with respect to such shares.
NUMBER OF
SHARES
BENEFICIALLY
NAME OWNED PERCENTAGE
Peter M. Stein, Managing Trustee 0(1) 0%
32 Hanson Road
Canton Center, CT 06020
Jay W. Goldman, Trustee 58,693.68(2)(3) 7.8%
41 Vineyard Road
Newton, MA 02159
Robert R. Reibstein, Trustee 4,003.00 0.5%
135 Dedham Street
Newton, MA 02161
Gretchen L. Stein 54,124.77 7.2%
32 Hanson Road
Canton Center, CT 06020
All Trustees and executive officers as a group 116,821.45 15.5%
(3 persons)
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(1) Excludes 54,124.77 Shares beneficially owned by Gretchen L. Stein, wife
of Mr. Stein, as to which Mr. Stein disclaims beneficial ownership.
(2) Includes 58,693.68 Shares held by In-Grates Restated Profit Sharing
Plan, of which Mr. Goldman is the sole beneficiary.
(3) Includes 30,416 Shares issued on March 3, 1997 by the Trust to Mr.
Goldman (at an agreed upon value of $1.2132 per Share) to repay him for
monies he previously loaned to the Trust, which it needed to pay certain
expenses.
ELECTION OF TRUSTEES
The Trustees have set the number of Trustees at three for the upcoming
year. Each Trustee is elected to hold office until the next annual meeting of
shareholders, or special meeting in lieu thereof, and until his respective
successor is duly elected and qualified. The Board has nominated all of the
current Trustees for reelection. The affirmative vote of a plurality of the
Shares present at the Meeting, in person or by proxy, is required for the
reelection of the Trustees.
Unless authority to do so is withheld, the persons named in each proxy
(and/or their substitutes) will vote the Shares represented thereby "FOR" the
election of the Trustee nominees named below. Each of the nominees has
indicated his willingness to serve, if elected; however, if any nominee should
be unable or unwilling to stand for election, proxies may be voted for a
substitute nominee designated by the present Trustees.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES NAMED BELOW.
INFORMATION AS TO TRUSTEES AND NOMINEES FOR DIRECTOR
The table below sets forth, for each nominee as Trustee, his name and
age, his positions with the Trust, his principal occupation and business
experience for the past five years, the names of other publicly-held companies
of which he is a director, and the year since which he has served as a Trustee
of the Trust.
NAME AGE OFFICES HELD TRUSTEE SINCE
Peter M. Stein (1) 47 Managing Trustee June 1993
Jay W. Goldman (2) 52 Trustee June 1996
Robert R. Reibstein (3) 42 Trustee June 1997
(1) Mr. Stein has been Managing Trustee since 1994 and, as such, oversees
the administration of the Trust, and is empowered to implement the intentions
of the Trustees. He has a 25-year involvement in investment real estate, being
involved in over 55 investment programs. Mr. Stein has directed his own firm
since graduating from Lafayette College in 1973.
(2) Mr. Goldman, a lawyer in Boston, Massachusetts, has extensive
experience in various segments of the real estate industry including
development, finance, and tax related syndications. In addition to his decades
of real estate experience, Mr. Goldman has been involved in a broad range of
investment banking and financial advisory services for principals and joint
venture partners, including such services for start up and emerging companies.
Mr. Goldman has also been active in international merchant banking
transactions. He received a B.A. from Lake Forest College, a J.D. from Boston
University Law School, and a L.L.M. (Taxation) from Boston University Law
School.
(3) Mr. Reibstein has worked in the real estate industry since 1984,
acquiring commercial and multi-family properties for growth and income
syndication funds. Since 1988, Mr. Reibstein has provided consulting and
advisory services to private and institutional real estate companies and
pension funds. Currently, he is involved with analysis and valuation of
commercial debt and equity portfolios for portfolio management purposes. Mr.
Reibstein is experienced in structuring portfolios and managing the due
diligence process for commercial mortgage backed security transactions. He
graduated from Boston University with a B.A. in Economics in 1978 and a Masters
in Business Administration with a concentration in Finance in 1984.
MEETINGS AND COMPENSATION
The Trustees do not receive compensation for their services in such
capacity. The Board of Trustees held three meetings during 1997, and each then
Trustee attended all such meetings.
COMMITTEES
The Trust does not have any committees.
EXECUTIVE COMPENSATION
The table below sets forth certain compensation information for the
fiscal years ended December 31, 1997, 1996 and 1995 with respect to the Trust's
Managing Trustee.
SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL POSITION FISCAL YEAR ANNUAL SALARY
Peter M. Stein, Managing Trustee 1997 $48,000
1996 $46,000
1995 $15,500
Mr. Stein, as Managing Trustee, has elected not to receive
compensation for his services in such capacity in 1998.
CERTAIN TRANSACTIONS
In connection with the sale in December 1997 by the Trust of its then
sole real estate asset to Philips International Realty Corp. ("PIRC"), in
exchange for shares of common stock of PIRC, pursuant to action by the
Shareholders at a Special Meeting on December 30, 1997 (the "PIRC Exchange
Transaction"), two of the Trustees, Messrs. Stein and Goldman, received certain
compensation in addition to the benefits received generally by the Trust and
its Shareholders, in the form of shares of common stock of PIRC with an
aggregate approximate net asset value of $250,000 and warrants to purchase
additional shares of the common stock of PIRC with an aggregate value of
$400,000.
APPROVAL OF AMENDMENTS TO THE DECLARATION OF TRUST
In December 1997, pursuant to action by the Shareholders at a Special
Meeting on December 30, 1997, the Trust sold its then sole real estate asset to
Philips International Realty Corp. in exchange for certain shares of the common
stock of PIRC. Most of the shares of common stock of PIRC received by the Trust
were distributed to the Shareholders in December 1997 and January 1998. As a
result of these transactions and distributions, the principal asset now held by
the Trust is 8,000 shares of the common stock of PIRC, approximately 2,000
shares of which are held in escrow to cover certain closing adjustments
pursuant to the terms of the PIRC Exchange Transaction. In addition, the
Trustees believe that there is intangible value in the Trust as a publicly held
real estate investment trust. In 1994, in connection with the reduction of the
Trust's real estate holdings, the Trustees assumed direct management of the
Trust's assets, and terminated management thereof as contemplated by the
Trust's original Declaration of Trust under an advisory contract with an
independent advisor. Consistent with self-management, the Trustees have elected
Peter Stein Managing Trustee with the responsibilities of executive management
and may determine from time to time to appoint certain officers of the Trust
with customary management responsibilities. The Trustees determined that the
best interests of the Shareholders is served by extension of the life of the
Trust in order to seek realization upon certain intangible value of the Trust
which would be forfeited if the Trust had been liquidated following the sale of
its last real estate asset.
In accordance with the Declaration of Trust, the Trustees have approved
amending the Trust's Declaration of Trust, to the following effect, and
recommend that the Shareholders approve and ratify the same: (i) to confirm
self-management of the Trust by the Trustees, and the Managing Trustee and such
officers as the Trustees may appoint acting under their direction, (ii) to
substitute for provisions contemplating a finite life of the Trust and
self-liquidation upon sale of the Trust's last real estate asset, provision for
infinite life of the Trust until terminated by action of a majority in
interest of the Shareholders, and (iii) to broaden the Trust's investment
guidelines and remove certain investment restrictions in order to give the
Trustees greater flexibility in managing the Trust's remaining assets for
maximum realization of value in the Trust, subject always to the purpose of the
Trust to operate so as to qualify as a real estate investment trust within the
meaning of the Internal Revenue Code.
RECOMMENDATION OF THE TRUSTEES
The Trustees recommend that the Shareholders vote "FOR" approval and
ratification of the above amendments of the Trust's Declaration of Trust.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
the Trustees of the Trust and certain persons holding more than ten percent of
the Shares are required to report their ownership of the Shares and any changes
in such ownership to the Securities and Exchange Commission and the Trust.
Based on the Trust's review of copies of such reports, no untimely reports were
made during the fiscal year ended December 31, 1997.
INFORMATION CONCERNING AUDITORS
Based upon the recommendation of its Audit Committee. The Trustees have
selected the firm of Bernardi, Alfin & Koos, L.L.C. as the independent auditors
of the Trust for the fiscal year ending December 31, 1998. Bernardi, Alfin &
Koos, L.L.C. have acted in such capacity for the Trust since the 1995 fiscal
year.
MISCELLANEOUS
DEADLINE FOR SHAREHOLDER PROPOSALS
In order for shareholder proposals to be presented at the Trust's 1999
annual meeting of shareholders, such proposals must be received by the
Secretary of the Trust at the Trust's principal office in Canton Center,
Connecticut not later than February 1, 1999 for inclusion in the proxy
statement for that meeting, subject to the applicable rules of the Securities
and Exchange Commission. Delivery of such proposals should be by Certified
Mail, Return Receipt Requested.
OTHER MATTERS
The Trustees do not know of any other matters that may be presented at
the Meeting, except for routine matters. If other business does properly come
before the Meeting, however, the persons named on the accompanying proxy intend
to vote on such matters in accordance with their best judgment.
June 1, 1998
PROXY CARD PROXY CARD
NATIONAL PROPERTIES INVESTMENT TRUST
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERSTO BE HELD JUNE 29, 1998
The undersigned hereby appoints Peter M. Stein and Jay W. Goldman or
either of them as Proxies with full power of substitution to vote all the
shares of common stock of National Properties Investment Trust (the "Trust")
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Shareholders of the Trust to be held on June 29, 1998 at 2:30
p.m. local time at the offices of Bingham Dana LLP, 150 Federal Street, Boston,
Massachusetts, or any adjournments thereof, and upon any and all matters which
may properly be brought before the meeting or any adjournments thereof, hereby
revoking all former proxies.
FOR WITHHOLD AUTHORITY
1. ELECTION OF THREE TRUSTEES
Peter M. Stein [ ] [ ]
Jay W. Goldman [ ] [ ]
Robert R. Reibstein [ ] [ ]
FOR AGAINST
2. PROPOSAL TO APPROVE AMENDMENTS
OF DECLARATION OF TRUST. [ ] [ ]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS (1) AND
(2) IN ACCORDANCE WITH THE SPECIFICATIONS MADE AND "FOR" SUCH PROPOSALS
IF THERE IS NO SPECIFICATION.
PLEASE DATE, SIGN AND RETURN THIS PROXY CARD AS SOON AS POSSIBLE.
___________________________ ___________________________ Date_______, 1998
Signature of Shareholder Signature of Shareholder
NOTE: PLEASE DATE AND SIGN exactly as your name(s) appears on this Proxy
indicating, where proper, official position or representation capacity in which
you are signing. When signing as executor, administrator, trustee or guardian,
give full title as such; when shares have been issued in the name of two or
more persons, all should sign.