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EXHIBIT 3.1
TENTH AMENDMENT TO AGREEMENT OF
LIMITED PARTNERSHIP OF SUMMIT PROPERTIES PARTNERSHIP, L.P.
THIS TENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT
PROPERTIES PARTNERSHIP, L.P. (the "Amendment") is dated as of June 18, 1997, and
entered into by and among Summit Properties Inc., a Maryland corporation (the
"Company"), and the persons whose names are set forth on Exhibit A attached
hereto (the "Limited Partners").
WHEREAS, the Company and the Limited Partners are partners of Summit
Properties Partnership, L.P., a Delaware limited partnership (the
"Partnership"), pursuant to an Agreement of Limited Partnership dated as of
January 29, 1994, as previously amended (as previously amended, the
"Agreement"); and
WHEREAS, in accordance with Section 14.1 of the Agreement, the Partners
have approved this Amendment by written consent.
NOW, THEREFORE, in accordance with the provisions of Section 14.1 of
the Agreement and for other good and valuable consideration the Partners hereby
amend the Agreement by adding the following Article 16 to the end of the
Agreement.
ARTICLE 16
CONSOLIDATION, MERGER OR SALE OF ASSETS OF THE COMPANY
Section 16.1 Triggering Events
For the purposes of this Article 16, each of the following events shall
be deemed to be a "Triggering Event": (w) if the Company consolidates with, or
merges into, any other Person, and the Company is not the continuing or
surviving corporation of such consolidation or merger, (x) if any Person
consolidates with, or merges into, the Company, and the Company is the
continuing or surviving corporation of such consolidation or merger and, in
connection with such consolidation or merger, all or part of the outstanding
REIT Shares are converted into stock or other securities of any other Person or
cash or any other property, (y) if any Person becomes the Beneficial Owner (as
hereinafter defined) of 33.3% or more of the outstanding REIT Shares or (z) if
the Company sells or otherwise transfers (or one or more of its Subsidiaries
sells or otherwise transfers) to any Person or Persons, in one or more
transactions, assets aggregating more than 50% of the value of the assets (based
on either the fair market value of the assets or cash flow generated by the
assets) of the Company or the Partnership. "Beneficial Owner" means any Person
who, together with such Person's Affiliates (as defined in Rule 12b-2 of the
Securities Exchange Act of 1934 as in effect on the date this Article 16 shall
be adopted (including any rules and regulations thereunder) (the "Exchange
Act")) and associates (as defined in Rule 12b-2 of the Exchange Act), (i) would
be considered a "beneficial owner" under Rule 13d-3 of the
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Exchange Act, other than (A) as a result of a revocable proxy given in response
to a proxy or consent solicitation made pursuant to, and in accordance with, the
Exchange Act or (B) as would not be reportable by such Person on Schedule 13D
under the Exchange Act, (ii) has entered into any agreement, arrangement or
understanding (whether or not in writing), for the purpose of acquiring, owning,
voting (except pursuant to a revocable proxy or consent solicitation made
pursuant to, and in accordance with, the Exchange Act) or disposing of REIT
Shares or (iii) has the right to acquire (whether such right is exercisable
immediately or only after the passage of time or upon the satisfaction of
conditions) REIT Shares pursuant to any agreement, arrangement or understanding
(whether or not in writing) or upon the exercise of conversion rights, exchange
rights, rights, warrants or options or otherwise.
Section 16.2 From and After the Occurrence of a Triggering Event
Effective on the date of each Triggering Event, the Redemption Right
shall be adjusted as provided in this Section 16.2.
A. From and after the occurrence of a Triggering Event (each such
occurrence, a "Trigger Occurrence") and until the occurrence, if any, of a
subsequent Triggering Event (in which case a further adjustment shall be made
pursuant to this Section 16.2), each and every reference contained in this
Agreement to a "REIT Share" or "REIT Shares" shall be deemed to be a reference
to a share or shares, respectively (each, a "Replacement Share"; collectively,
"Replacement Shares"), of: (i) if, as a result of any Triggering Event, all of
the REIT Shares are converted solely into Registered Common Stock (as
hereinafter defined), such Registered Common Stock and (ii) in all other cases,
the common stock, or, if such Person shall have no common stock, the equity
securities or other equity interests having power to control or direct the
management (the "Common Stock") of (a) in the event of a Triggering Event
described in clause (w) or (x) of the first sentence of Section 16.1, (1) the
Person that is the issuer of any securities into which the REIT Shares are
converted in such merger or consolidation, or, if there is more than one such
issuer, the issuer who has the highest Market Capitalization (as hereinafter
defined) and (2) if no securities are so issued, the Person that is the other
party to such merger or consolidation, or if there is more than one such Person,
the Person who has the highest Market Capitalization or (b) in the event of a
Triggering Event described in clause (y) or (z) of the first sentence of Section
16.1, the Person that is the party becoming the Beneficial Owner of the largest
percentage of the outstanding REIT Shares or receiving the largest portion of
the value of assets (with such value determined based on either the fair market
value of the assets or the cash flow generated by the assets) transferred
pursuant to such transaction or transactions, or, if each Person that is a party
to such transaction or transactions or if the Person becoming the Beneficial
Owner of the largest portion of the REIT Shares or receiving the largest portion
of the assets cannot be determined, whichever Person has the highest Market
Capitalization; provided, however, that in any such case, (1) if the Common
Stock of such Person is not at such time and has not been continuously over the
preceding twelve-month period registered ("Registered Common Stock") under
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Section 12 of the Exchange Act, or such Person is not a corporation, and such
Person is a direct or indirect Subsidiary of another Person that has Registered
Common Stock outstanding, "Replacement Shares" shall mean shares of the Common
Stock of such other Person; (2) if the Common Stock of such Person is not
Registered Common Stock or such Person is not a corporation, and such Person is
a direct or indirect Subsidiary of another Person but is not a direct or
indirect Subsidiary of another Person which has Registered Common Stock
outstanding, "Replacement Shares" shall mean shares of the Common Stock of the
ultimate parent entity of such first-mentioned Person; (3) if the Common Stock
of such Person is not Registered Common Stock or such Person is not a
corporation, and such Person is directly or indirectly controlled by more than
one Person, and one of such other Persons has Registered Common Stock
outstanding, "Replacement Shares" shall mean shares of the Common Stock of
whichever of such other Persons is the issuer having the highest Market
Capitalization; and (4) if the Common Stock of such Person is not Registered
Common Stock or such Person is not a corporation, and such Person is directly or
indirectly controlled by more than one Person, and none of such other Persons
have Registered Common Stock outstanding, "Replacement Shares" shall mean shares
of the Common Stock of whichever ultimate parent entity is the corporation
having the highest aggregate shareholders' equity or, if no such ultimate parent
entity is a corporation, shall be deemed to refer to shares of the Common Stock
of whichever ultimate parent entity is the entity having the greatest net
assets. Any issuer of "Replacement Shares" shall be referred to as an "Issuer".
"Market Capitalization" means the dollar figure equal to the product of the
number of shares of Common Stock issued and outstanding on the date of the
Trigger Occurrence in question, on a fully diluted basis, not held by Affiliates
(as defined under the Exchange Act) multiplied by the Average Trading Price (as
hereinafter defined). The holders of a majority of the Partnership Units held by
the Limited Partners (excluding the Partnership Units held by the General
Partner) may, within 90 days after the occurrence of a Triggering Event
described in clause (y) of the first sentence of Section 16.1, waive, in
writing, the adjustment to the Redemption Right provided for in this Section
16.2; provided, that (i) the Redemption Right shall remain in full force and
effect as provided in Section 8.6, (ii) such election shall be binding on all of
the Limited Partners and (iii) if the adjustment to the Redemption Right has
previously been waived pursuant to this sentence, a new Triggering Event shall
be deemed to occur each time a Person who is the Beneficial Owner of at least
33.3% of the outstanding REIT Shares becomes the Beneficial Owner of an
additional 2% or more of the outstanding REIT Shares.
B. From and after a Trigger Occurrence, the "Conversion Factor" shall
be adjusted by multiplying the "Conversion Factor" existing on the day
immediately prior to such Trigger Occurrence as follows: (i) if the REIT Shares,
as a result of the Trigger Occurrence, have been converted solely into the right
to receive Registered Common Stock, by the number of shares of Registered Common
Stock which the holder of a single REIT Share was entitled to receive as a
result of the Trigger Occurrence or (ii) in all other cases, by a fraction, the
numerator of which shall be the Average Trading Price of a REIT Share as of such
Trigger Occurrence and the
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denominator of which shall be the Average Trading Price of a Replacement Share
as of such Trigger Occurrence. Following a Trigger Occurrence, the Conversion
Factor shall be further adjusted as set forth in the definition of "Conversion
Factor" contained in Article 1 of this Agreement and as provided in this Section
16.2.
C. For the purpose of any computation hereunder, the "Average Trading
Price" per share of Common Stock on any date shall be deemed to be the average
of the daily closing prices per share of such shares for the ten consecutive
trading days immediately prior to the third trading day prior to such date;
provided, however, in the event the Triggering Event occurs as part of a series
of related transactions which also includes a tender offer, the ten trading day
period shall be the ten consecutive trading day period immediately prior to the
day REIT Shares are accepted for payment pursuant to such tender offer;
provided, however, further, if prior to the expiration of such requisite ten
trading day period the issuer announces either (A) a dividend or distribution on
such shares payable in such shares or securities convertible into such shares or
(B) any subdivision, combination or reclassification of such shares, then,
following the ex-dividend date for such dividend or the record date for such
subdivision, as the case may be, the "Average Trading Price" shall be properly
adjusted to take into account such event. The closing price for each day shall
be, if the shares are listed and admitted to trading on a national securities
exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which such shares are listed or admitted to trading or, if such shares are
not listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the high bid price in the over-the-counter
market, as reported by the NASDAQ National Market System or such other system
then in use, or, if on any such date such shares are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in such shares selected by the holders
of a majority of the Partnership Units held by the Limited Partners (excluding
the Partnership Units held by the General Partner). If such shares are not
publicly held or not so listed or traded or if, for the ten days prior to such
date, no market maker is making a market in such shares, the Average Trading
Price of such shares on such date shall be deemed to be the fair value of such
shares as determined as set forth in Section 16.2.D. The term "trading day"
shall mean, if such shares are listed or admitted to trading on any national
securities exchange, a day on which the principal national securities exchange
on which such shares are listed or admitted to trading is open for the
transaction of business or, if such shares are not so listed or admitted, a
Business Day.
D. In the event that on the date of a Trigger Occurrence, the shares of
a Person are not publicly held or not so listed or traded or if, for the ten
days prior to such date, no market maker is making a market in the shares of a
Person, the Average Trading Price of the shares of such Person shall be the fair
value of the shares as determined in good faith by the holders of a majority of
the Partnership Units held by the Limited Partners (excluding the Partnership
Units held by the General Partner) and
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by the General Partner, which determination shall be binding on all of the
Limited Partners. If the holders of a majority of the Partnership Units held by
the Limited Partners (excluding the Partnership Units held by the General
Partner) and General Partner have not agreed on the fair value of the shares and
executed and delivered between them an agreement setting forth the same within
twenty (20) days after the Trigger Occurrence in question, then either the
General Partner or the holders of a majority of the Partnership Units held by
the Limited Partners (excluding the Partnership Units held by the General
Partner) may notify the other that they or it desire to invoke the following
arbitration procedure:
(1) Notice of the holders of a majority of the Partnership
Units held by the Limited Partners (excluding the Partnership Units
held by the General Partner) or by the General Partner of such parties'
intention to seek arbitration shall be delivered to the other parties
within ten (10) days, after which all parties shall, in good faith,
attempt to agree on a single arbitrator to determine the fair value of
the shares (the "Arbitrator"). If the holders of a majority of the
Partnership Units held by the Limited Partners (excluding the
Partnership Units held by the General Partner) and the General Partner
have not agreed on the Arbitrator within ten (10) days after the giving
of the Arbitration Notice, then either party, on behalf of both, may
apply to the local office of the American Arbitration Association or
any organization which is the successor thereof (the "AAA") for
appointment of the Arbitrator, or, if the AAA shall not then exist or
shall fail, refuse or be unable to act such that the Arbitrator is not
appointed by the AAA within ten (10) days after application therefor,
then either party may apply to any court of competent jurisdiction in
the State of North Carolina (the "Court") for the appointment of the
Arbitrator and the other party shall not raise any question as to the
Court's full power and jurisdiction to entertain the application and
make the appointment. The date on which the Arbitrator is appointed, by
the agreement of the parties, by appointment by the AAA or by
appointment by the Court, is referred to herein as the "Appointment
Date". If any Arbitrator appointed hereunder shall be unwilling or
unable, for any reason, to serve, or continue to serve, a replacement
arbitrator shall be appointed in the same manner as the original
Arbitrator.
(2) The arbitration shall be conducted in accordance with the
then prevailing commercial arbitration rules of the AAA, modified as
follows:
(i) To the extent that any statute imposes
requirements different than those of the AAA in order for the
decision of the Arbitrator to be enforceable in the courts of
the State of North Carolina, such requirements shall be
complied with in the arbitration.
(ii) The Arbitrator shall be disinterested and
impartial, shall not be affiliated with the Limited Partners,
the General Partner or their
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Affiliates and shall have at least ten (10) years experience
in the market in which the applicable Person transacts the
majority of its business.
(iii) Before hearing any testimony or receiving any
evidence, the Arbitrator shall be sworn to hear and decide the
controversy faithfully and fairly by an officer authorized to
administer an oath and a written copy thereof shall be
delivered to each of the Limited Partners and the General
Partner.
(iv) Within twenty (20) days after the Appointment
Date, the holders of a majority of the Partnership Units held
by the Limited Partners (excluding the Partnership Units held
by the General Partner) and the General Partner shall deliver
to the Arbitrator two (2) copies of their respective written
determinations of the fair value of the shares (each, a
"Determination") together with such affidavits, appraisals,
reports and other written evidence relating thereto as the
submitting party deems appropriate. After the submission of
any Determination, the submitting party may not make any
additions to or deletions from, or otherwise change, such
Determination or the affidavits, appraisals, reports and other
written evidence delivered therewith. If either party fails to
so deliver its Determination within such time period, time
being of the essence with respect thereto, such party shall be
deemed to have irrevocably waived its right to deliver a
Determination and the Arbitrator, without holding a hearing,
shall accept the Determination of the submitting party as the
fair value of the shares. If each party submits a
Determination with respect to the fair value of the shares
within the twenty (20) day period described above, the
Arbitrator shall, promptly after its receipt of the second
Determination, deliver a copy of each party's Determination to
the other party.
(v) Not less than ten (10) days nor more than twenty
(20) days after the earlier to occur of (x) the expiration of
the twenty (20) day period provided for in clause (iv) of this
subparagraph or (y) the Arbitrator's receipt of both of the
Determinations from the parties (such earlier date is referred
to herein as the "Submission Date") and upon not less than
five (5) days notice to the parties, the Arbitrator shall hold
one or more hearings with respect to the determination of the
fair value of the shares. The hearings shall be held in the
Charlotte metropolitan area of North Carolina at such location
and time as shall be specified by the Arbitrator. Each of the
parties shall be entitled to present all relevant evidence and
to cross-examine witnesses at the hearings. The Arbitrator
shall have the authority to adjourn any hearing to such later
date as the Arbitrator shall specify, provided that in all
events all hearings with respect to the determination of the
fair value of the shares shall be concluded not later than
thirty (30) days after the Submission Date.
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(vi) The Arbitrator shall be instructed, and shall be
empowered only, to select as the fair value of the shares that
one of the Determinations which the Arbitrator believes is the
more accurate determination of the Average Trading Price of
the shares. Without limiting the generality of the foregoing,
in rendering his or her decision, the Arbitrator shall not add
to, subtract from or otherwise modify the provisions of this
Agreement or either of the Determinations.
(vii) The Arbitrator shall render his or her
determination as to the selection of a Determination in a
signed and acknowledged written instrument, original
counterparts of which shall be sent simultaneously to Limited
Partners and the General Partner, within ten (10) days after
the conclusion of the hearing(s) required by clause (v) of
this Section.
(3) This provision shall constitute a written agreement to
submit any dispute regarding the determination of the Average Trading
Price of the shares of a Person to arbitration.
(4) The arbitration decision, determined as provided in this
Article, shall be conclusive and binding on the parties, shall
constitute an "award" by the Arbitrator within the meaning of the AAA
rules and applicable law, and judgment may be entered thereon in any
court of competent jurisdiction.
(5) The Partnership shall pay all fees and expenses relating
to the arbitration (including, without limitation, the reasonable fees
and expenses of one counsel chosen by the holders of a majority of the
Partnership Units held by the Limited Partners (excluding the
Partnership Units held by the General Partner) and of experts and
witnesses retained or called by the Limited Partners). The Limited
Partners' counsel chosen as set forth in the preceding sentence shall
represent the interests of all of the Limited Partners and the choice
of counsel shall be binding on all of the Limited Partners.
E. From and after a Trigger Occurrence, each and every reference to the
"Company" in Section 8.6 shall be deemed to be a reference to the Issuer of the
Replacement Shares. From and after a Trigger Occurrence, the Issuer shall assume
or unconditionally guaranty the performance of the General Partner's obligations
under this Agreement pursuant to an instrument in form and substance
satisfactory to the holders of a majority of the Partnership Units held by the
Limited Partners (excluding the Partnership Units held by the General Partner).
From and after a Trigger Occurrence, the "Average Trading Price" of a REIT Share
or a Replacement Share, as applicable shall be substituted for the "Value" of
the same for the purposes of determining the Cash Amount.
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Section 16.3 Additional Issuer Covenants
The General Partner shall (i) not enter into an agreement with
any Person which would result in a Triggering Event unless such agreement
provides for each of the following and (ii) from and after any Trigger
Occurrence, comply with each of the following:
A. If, on the day immediately prior to a Trigger Occurrence, the Issuer
is qualified as a REIT, then, substantially contemporaneously with such Trigger
Occurrence, the General Partner, the Issuer and its Affiliates shall enter into
such mergers, combinations, conveyances or other transactions as shall be
required to cause substantially all of the assets of the General Partner and the
Issuer and its Affiliates to be owned, leased or held directly or indirectly by
a single operating partnership in which the Limited Partners shall hold
partnership units having the rights specified by this Agreement. The agreement
governing the resulting operating partnership shall be in a form substantially
no less favorable to each of the Limited Partners than is this Agreement.
B. From and after a Trigger Occurrence, the General Partner shall not
take any action (other than (i) paying a dividend or distribution in respect of
all of the Partnership Units that complies with Articles 5 and 13, (ii)
purchasing or disposing of any real property or other assets provided that any
single disposition of assets does not represent 10% or more of the total gross
book value of the Partnership's assets at the time of such disposition and the
Partnership shall use reasonable efforts to structure any dispositions of assets
to comply with the requirements of Section 1031 of the Code, (iii) financing,
refinancing or other repayment of any indebtedness or entering into or
terminating any guaranty of indebtedness, (iv) issuing any Units to the Company
or the General Partner in connection with a sale of securities by the Company or
the General Partner or selling any Units, including, without limitation, in
connection with a purchase of assets by the Partnership, or (v) redeeming any
Units pursuant to this Agreement), or fail to take any action, if such action or
failure to take action, would result in any Limited Partner realizing a taxable
gain, without the prior written consent of the holders of a majority of the
Partnership Units held by the Limited Partners (excluding the Partnership Units
held by the General Partner). Notwithstanding the previous sentence, if the
Issuer or the General Partner, or both, shall agree, in writing, to indemnify
each of the Limited Partners against any taxes that the Limited Partners might
incur a result of an action, or failure to take action, on the part of the
General Partner, such action, or failure to take action, shall not require the
consent of any of the Limited Partners. Further, if the General Partner is a
REIT, the General Partner shall be permitted to take any action required by the
Code or the IRS to allow the General Partner to remain a REIT without the
consent of any of the Limited Partners.
C. From and after a Trigger Occurrence, in the event a dividend or
distribution consisting of cash or property (other than Replacement Shares) or
both is paid by the Issuer in respect of the Replacement Shares, the General
Partner shall
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cause the Partnership to distribute, in respect of each Partnership Unit, the
same amount of cash or property the holder of a Partnership Unit would have
received had such holder exercised its Redemption Right and received Replacement
Shares prior to such dividend or distribution.
Section 16.4 Application to Later Transactions
This Article 16 shall apply to the initial Triggering Event and shall
continue to apply to each subsequent Triggering Event.
Section 16.5 Waivers and Amendments
A. The provisions of this Article 16 may be waived only upon the
written consent of the holders of a majority of the Partnership Units held by
the Limited Partners (excluding the Partnership Units held by the General
Partner and its Affiliates).
B. This Article 16 shall only be amended as provided in Section 14.1.D
of this Agreement and shall be deemed included in such section for all purposes.
Except as expressly amended by the foregoing Article 16, or as may be
necessary to effect the intent of the parties hereto as evidenced by this
Amendment, all other terms of the Agreement are hereby ratified and confirmed
and shall remain in full force and effect.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
GENERAL PARTNER:
SUMMIT PROPERTIES INC.
By: /s/ Michael G. Malone
---------------------------------------
Michael G. Malone
Senior Vice President
LIMITED PARTNERS:
Those Persons listed on Exhibit A attached
hereto
By: Summit Properties Inc., their attorney-
in-fact
By: /s/ Michael G. Malone
---------------------------------------
Michael G. Malone
Senior Vice President
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EXHIBIT A
John & Patricia Ackerman Patrick Bailey, Jr.
1818 Manor Hill 352 Eastover Road
St. Louis, MO 63141 Charlotte, NC 28207
Kenneth M. Barnes Jr. Trustee JH Barnhardt
3516 Brunswick Court 2331 Rock Creek Drive
Winston-Salem, NC 27104 Charlotte, NC 28226
Sadler H. Barnhardt Thomas M. Barnhardt
2123 Hastings Drive 600 Llewellyn Place
Charlotte, NC 28207 Charlotte, NC 28207
James H. & Sybil Blumenberg Charles C. Bollinger
2 Kehrsboro Court Northwest Boulevard
Chesterfield, MO 63017 Newton, NC 28658
Douglas L. Boone David R. Boozer
4508 Grandfather's Lane 107 Shoreline Drive
Charlotte, NC 28226 Stanley, NC 28164-9750
Timothy A. Braswell Eugene E. Brucker
17925 Southeast Village Circle 4 Clayprice Court
Tequesta, FL 33469 St. Louis, MO 63124
Dr. Andrew P. Collins John Crosland, Jr.
3115 Academy Road 301 Colville Road
Durham, NC 27707 Charlotte, NC 28207
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Carl T. Dedmon Robert W. Donaldson, Jr.
P.O. Box 1146 2531 Forest Drive
Shelby, NC 28151 Charlotte, NC 28211
James H. Donnewald Estate of Raymond Donnewald
1220 Walnut Street 1071 Randolph
Breese, IL 62230 Carlyle, IL 62231
B. D. Farmer, III M.D. James S. Forrester
3810 Silver Bell Drive P.O. Box 457
Charlotte, NC 28211 Stanley, NC 28164
William A. & Cornelia D. Frank Harvey & Cynthia P. Frohlichstein
7 Chatfield Place 140 Executive Estates
St. Louis, MO 63141 St. Louis, MO 63141
Robert H. Gaither John C. Golding
602 East Street 3913 Beresford Road
Albemarle, NC 28001 Charlotte, NC 28211
Rebecca H. Gordon Charles H. Griffin
9219 Hampton Oaks Lane P.O. Box 206
Charlotte, NC 28270-0452 Marshville, NC 28103
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David E. Harrold William M. Herndon
209 East Lake Shore Drive 112 Herndon Farm Road
Studio E Kings Mountain, NC 28086
Chicago, IL 60611
M.D. Richard D. Hill K. Reid Hotaling
8405 Rego Street 6231 Floridian Court
Charlotte, NC 28216 Lake Worth, FL 33463
Francis J. Intagliata Ruthanne Jones
10666 Mentz Hill Acres 407 Yachtclub Drive
St. Louis, MO 63128 Rockwall, TX 75087
Donald H. Jones Dr. Duncan A. Killen
3101 Valencia Terrace 1909 W. 70th Street
Charlotte, NC 28211 Shawnee Mission, KS 66208
Richard E. Killough Jack Krause
16112 Weatherly Way 433 Baker Avenue
Huntersville, NC 28078 Webster Groves, MO 63119
Jean H. Lamb Paul R. Leonard, Jr.
P.O. Box 23177 150 Prestwood Lane
Charlotte, NC 28227 Mooresville, NC 28115
Roger M. Lewis Terry G. Link
125 Scaleybark Road 421 Hempstead Place
Charlotte, NC 28209 Charlotte, NC 28207
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Justin F. Little Daniel P. McCabe
4211 Chevington Road 2862 Glenwood Springs Drive
Charlotte, NC 28226 Glenwood, MD 21738
Susan H. McDowell Mark L. Messerly
6009 Robin Hollow Drive 4310 North Park Drive
Charlotte, NC 28227 Tampa, FL 33624
Roy H. Michaux, Jr. Jack R. Miller
1929 Queens Road 114 Inwood Drive
Charlotte, NC 28207 Aiken, SC 29803-5614
Kenneth M. Murphy J. Frank Newton
1603 N. Mattis 5241 Haynes Hall Place
Champaign, IL 61820 Charlotte, NC 28270
Gordon L. Pfefferkorn Eugene V. Rankin
333 Pine Valley Drive 230 Pebble Acres Drive
Winston-Salem, NC 27104 St. Louis, MO 63141
Leroy Robinson Sam J. Rosenbloom
2127 Cortelyou Road 14241 Forest Crest Drive
Charlotte, NC 28211 Chesterfield, MO 63017
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Raymond Edgar Rowland, Jr. Albert F. Sloan
30 Clermont Lane 3826 Silverbell Road
St. Louis, MO 63124 Charlotte, NC 28211
Brant R. Snavely, Jr. Eloise Y. Spangler
633 W. Fourth Street 926 Elizabeth Road
Winston-Salem, NC 27104 Shelby, NC 28150
Emil A. Stange Dr. John B. Summers
2346 S. Farm Road 237 12658 Alswell Lane
Rogersville, MO 65742-9106 St. Louis, MO 63178
Roberta K. Symonds Nick Tacony
2495 W. Highway 161 9433 Firebush Drive
Nelleville, IL 62221 St. Louis, MO 63126
Edward D. Trevillian Raymond E. Rowland Revocable Trust
6816-A2 Fisher's Farm Lame 710 S. Hamley, #21A
Charlotte, NC 28226 Clayton, MO 63105
Robert W. Sauer Grantor Trust Owen H. Whitfield
14300 Conway Meadows Court, East 2523 Red Fox Trail
Chesterfield, MO 63107 Charlotte, NC 28211
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Gerald S. Workman Bernard A. Zimmer
P.O. Box 1325 1324 Waxhaw-Marvin Road
Manteo, NC 27954 Waxhaw, NC 28173
Franz J. Zimmer Frederick C. Hines
12033 Lazy Willow Lane Allen Tate Company
Charlotte, NC 28217 6618 Fairview Road
Charlotte, NC 28210
Charles W. Brown III Ned Curran
Altman Development Corporation Estate of E. R. Street
115-F Venetian Drive 2115 Rexford Road
Delray Beach, FL 33483 Suite 100
Charlotte, NC 28211
c/o Audrey F. Smith Thomas Mannausa
Estate of W.H.L. Smith Neal & Mannausa
P.O. Box 14737 1343 Main Street
St. Louis, MO 63178 5th Floor
Sarasota, FL 34236
Phil Larmon John Gray
P.K. Partners Summit Properties
9000 Keystone Crossing
Suite 560
Indianapolis, IN 46240
Ray Jones Michael Malone
Summit Properties Summit Properties
Mary Beth Marshall Bill McGuire
Summit Properties Summit Properties
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John Moore Bill Paulsen
Summit Properties Summit Properties
Jim Smith Steve Wylie
Summit Properties Summit Properties
Keith Downey Keith H. Kuhlman
Summit Properties Inc. Summit Properties Inc.
777 S. Harbour Island Blvd., #980
Tampa, FL 33602
Stephen F. Smoak Michael A. Underwood
Summit Properties Inc. Summit Properties Inc.
Charles Teal
The Crosland Group, Inc.
125 Scaleybark Road
Charlotte, NC 28209