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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 Sec.240.14a-11(c) or Sec.240.14a-12
ANGELES MORTGAGE INVESTMENT TRUST
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(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(j)(2).
[ ] $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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: *
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4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.
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3) Filing Party:
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4) Date Filed:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
(Bulletin No. 150, 4-09-93)
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ANGELES MORTGAGE INVESTMENT TRUST
340 N. WESTLAKE BOULEVARD, SUITE 230
WESTLAKE VILLAGE, CALIFORNIA 91362
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 13, 1996
TO THE SHAREHOLDERS OF ANGELES MORTGAGE INVESTMENT TRUST
The Annual Meeting of Shareholders of Angeles Mortgage Investment Trust
(the "Trust") will be held at the Beverly Hilton Hotel, in the Wilshire Room,
9876 Wilshire Boulevard, Beverly Hills, California on March 13, 1996 at 9:00
a.m. Pacific Standard Time, for the following purposes as further described in
the accompanying Proxy Statement.
1. To elect a Board of Trustees of four members to hold office until
the next Annual Meeting and until their successors have been elected and
qualified. Management's nominees are J. D'Arcy Chisholm, Ronald J.
Consiglio, Curtis J. Crivelli and Bryan L. Herrmann.
2. To ratify the appointment of BDO Seidman, LLP as the Trust's
independent accountants for the Trust's fiscal year ending December 31,
1996.
3. To transact such other business as may properly come before the
Annual Meeting and any postponement or adjournment thereof.
The Board of Trustees has fixed the close of business on January 22, 1996
as the record date for the determination of shareholders entitled to receive
notice of and to vote at the Annual Meeting and any postponement or adjournment
thereof, and only holders of record of Class A shares and Class B shares of
common stock of the Trust at the close of business on that day will be entitled
to vote.
All shareholders are cordially invited to attend the Annual Meeting in
person. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, TO ENSURE YOUR
REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE
ENCLOSED FOR THAT PURPOSE. ANY SHAREHOLDER ATTENDING THE ANNUAL MEETING MAY
VOTE IN PERSON EVEN IF HE OR SHE PREVIOUSLY RETURNED A PROXY.
By Order of the Board of Trustees
/s/ Anna Merguerian
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Anna Merguerian
Chief Financial Officer
Westlake Village, California
February 19, 1996
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ANGELES MORTGAGE INVESTMENT TRUST
340 N. WESTLAKE BOULEVARD, SUITE 230
WESTLAKE VILLAGE, CALIFORNIA 91362
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 13, 1996
This Proxy Statement is being first mailed to shareholders on or about February
21, 1996 in connection with the solicitation by the Board of Trustees (the
"Board of Trustees") of Angeles Mortgage Investment Trust, a California
business trust (the "Trust"), of proxies to be voted at the Trust's 1996 Annual
Meeting of Shareholders (the "Annual Meeting") to be held at the Beverly Hilton
Hotel, in the Wilshire Room, 9876 Wilshire Boulevard, Beverly Hills,
California, on March 13, 1996 at 9:00 a.m. Pacific Standard Time, and at any
postponement or adjournment thereof.
The purposes of the Annual Meeting are (1) to elect a full board of four
trustees of the Trust (the "Trustees") to hold office until the next Annual
Meeting and until their successors have been elected and qualified, (2) to
ratify the appointment of BDO Seidman, LLP as the Trust's independent
accountants for the Trust's fiscal year ending December 31, 1996, and (3) to
transact such other business as may properly come before the Annual Meeting and
any postponement or adjournment thereof.
Only holders of record of the Trust's Class A Common Stock (the "Class A
Shares") and Class B Common Stock (the "Class B Shares") at the close of
business on January 22, 1996 (the "Record Date"), are entitled to receive
notice of and to vote at the Annual Meeting and at any postponement or
adjournment thereof. On the Record Date, there were 2,826,700 Class A Shares
and 1,675,113 Class B Shares issued and outstanding. The presence, either in
person or by proxy, of the holders of a majority of the outstanding Class A and
Class B Shares on the Record Date is necessary to constitute a quorum at the
Annual Meeting. Except as otherwise set forth in this Proxy Statement with
respect to cumulative voting rights in election of the Trustees, each Class A
Share and Class B Share entitles the holders thereof to one vote.
Class A Shares and Class B Shares represented by proxies that reflect
abstentions will be treated as shares that are present and entitled to vote
only for purposes of determining the presence of a quorum. Abstentions and
Broker Non-Votes do not constitute a vote "for" or "against" any matters and
will be disregarded and not counted in calculation of votes cast.
Class A Shares and Class B Shares represented by a proxy in the
accompanying form, if such proxy is properly executed and is received by the
Trust prior to voting at the Annual Meeting, will be voted in the manner
specified on the proxy. If no such specification is made, the Class A shares
and the Class B Shares will be voted at the Annual Meeting: (a) FOR the
election as Trustees of the nominees named hereinafter (although the persons
designated as proxies reserve full discretion to cast votes for other persons
in the event any such nominees become unavailable to serve), (b) FOR the
ratification of BDO Seidman, LLP as the Trust's independent accounts for the
fiscal year ending December 31, 1996, and (c) with respect to any other matters
that may properly come before the Annual Meeting, in the discretion of the
persons holding the respective proxy.
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Except as otherwise set forth herein, any shareholder who casts a vote by
proxy may revoke it at any time before it is voted by giving written notice to
the Secretary of the Trust expressly revoking the proxy, by signing and
forwarding to the Trust a later dated proxy, or by attending the Annual Meeting
and personally voting the Class A shares or the Class B Shares owned of record
by such shareholder.
With respect to the election of Trustees, the Class A Shares and the Class
B Shares shall vote together as a single class, and the four nominees receiving
the most votes will be elected Trustees. If, prior to voting for the election
of Trustees, any shareholder of record of the Class A Shares or the Class B
Shares gives notice at the Annual Meeting of such shareholder's intention to
cumulate votes, then such shareholder is entitled to cast a number of votes
equal to the number of such Class A Shares or the Class B Shares registered in
the shareholder's name on the record date multiplied by the number of Trustees
to be elected. The shareholder may cumulate such votes for Trustees by casting
all such votes for one candidate or by distributing the votes to which such
shareholder is entitled among as many candidates as the shareholder chooses.
Discretionary authority to cumulate votes is being solicited by this Proxy
Statement. If the election of Trustees is determined by cumulative voting, the
proxy holders named in the accompanying proxy card may allocate the cumulated
votes for which they have been given proxies among the nominees in such
proportions as they deem advisable.
The affirmative vote of the holders of a majority of the outstanding Class
A Shares and Class B Shares represented at the Annual Meeting in person or by
proxy and voting as one class is necessary for the ratification of appointment
of BDO Seidman, LLP as the Trust's independent accountants for the fiscal year
ending December 31, 1996.
In voting upon any other matter which may properly come before the Annual
Meeting, all shareholders of both Class A Shares and Class B Shares shall vote
together as a single class, with a majority vote of the outstanding Class A
Shares and Class B Shares required for approval and ratification of each such
matter.
In connection with the prior year's annual shareholders meeting, Morton D.
Kirsch and Wherco, Inc., together with Leland B. Evans, filed Amendment No. 6
to Schedule 13D, on May 5, 1995, under the Securities and Exchange Act of 1934,
as amended, disclosing the possibility of implementing a plan to undertake
certain actions, some of which may be in opposition to the proposals presented
by the Trust's management for approval at the Annual Meeting. (See "Securities
Ownership of Certain Beneficial Owners and Management.") The Trust has no
indication that Morton D. Kirsch and Wherco, Inc., together with Leland B.
Evans, intend to take similar actions this year.
The Trust will pay in full the cost of soliciting proxies from its
shareholders. In addition to solicitation by mail, certain Trustees, officers
and regular employees of the Trust may solicit the return of proxies by
telephone, telegram, personal interview or otherwise without additional
remuneration therefor. The Trust will also reimburse brokerage firms and other
persons representing the beneficial owners of the Class A Shares for their
reasonable expenses in forwarding proxy solicitation material to such
beneficial owners in accordance with the proxy solicitation rules and
regulations of the Securities and Exchange Commission and the American Stock
Exchange, Inc., on which the Trust's Class A Shares are traded under the symbol
"ANM."
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HISTORY OF THE TRUST
The Trust is a California business trust which qualifies as a real estate
investment trust for federal income tax purposes. The Trust was originally
organized as a publicly held limited partnership that began offering limited
partnership units (the "Units") on August 18, 1986 and commenced operations on
July 9, 1987. In January 1989, the holders of a majority of the Units elected
to transfer all of the partnership's assets to the Trust. Presently the
Trust's capital structure consists of 2,826,700 outstanding shares of Class A
Common Stock ("Class A Shares") and 1,675,113 outstanding shares of Class B
Common Stock ("Class B Shares"). The Class A Shares are publicly held and are
traded on the American Stock Exchange. Each of the Class A Shares and the
Class B Shares is entitled to one vote with respect to any matters put before
the Trust's shareholders.
Angeles Funding Corporation ("AFC"), a wholly owned subsidiary of Angeles
Corporation ("Angeles") served as advisor to the Trust until February 1993.
Through AFC the Trust had invested in various types of intermediate-term loans
(the "Trust Loans" or "Loans"). The majority of the Loans were made
principally to partnerships that were once controlled by Angeles and are now
controlled by Insignia Financial Group, Inc., a Delaware corporation, which
through an affiliate holds the Trust's Class B Shares, (Insignia Financial
Group, Inc. and its affiliates are referred to as "Insignia" in this document).
These partnerships include private and public real estate limited partnerships
which were formed to acquire, own and operate income-producing real properties.
As of December 31, 1995, there were 30 Trust Loans outstanding, with an
aggregate portfolio balance of approximately $30 million, net of a $13 million
loan loss reserve, and $3.4 million of real property, net of a $.2 million
valuation reserve.
By virtue of its ownership of the Class B Shares, Insignia owns a 1%
interest in the profits, losses, credits and distributions of the Trust and 37%
of the Trust's total voting shares. In 1995 the Trust and Insignia entered
into an agreement pursuant to which Insignia granted to the Trust the option to
purchase all the Class B Shares currently owned by Insignia. The option is
exercisable by the Trust in 10 years for approximately $94,000. During the 10
year period that the option is outstanding, all of the Class B Shares are
required to vote, pursuant to an irrevocable proxy, with the majority of Class
A Shares in connection with any proposal involving the Trust and Insignia or
the election of any Trustee nominated by Insignia. Such majority will be
determined without consideration of the votes of "Excess Class A Shares," as
defined in the Trust's Declaration of Trust. With respect to all other
matters, the affiliate of Insignia can vote the Class B Shares without
restriction.
The Trust, beginning in February 1993, faced significant liquidity
problems caused by (i) the failure of a significant number of the Insignia
partnerships and entities affiliated with Angeles to fully service outstanding
debt obligations under their respective Trust obligations and (ii) Angeles'
inability to fully service its debt obligations under its promissory note
receivable or perform its other obligations to the Trust under its third party
loan guarantees and shareholder distribution guarantees. As of February 1993,
approximately 75% of the Trust's Loan portfolio had defaulted in payments to
the Trust. In February 1993, Angeles informed the Trust that it was unable to
perform its obligations under its guarantees because of liquidity problems
caused by its inability to complete sales or refinancings of real estate
assets, its inability to fully realize asset values in a continuing sluggish
and depressed real estate market and the failure of the Insignia partnerships
to service fully, if at all, their debt obligations to Angeles. On May 3,
1993, Angeles filed for protection under Chapter 11 of the federal bankruptcy
code. Angeles' failure to perform under its guarantees, together with the
defaults on Trust Loans made to the Insignia partnerships and affiliates of
Angeles, resulted in the Trust's temporary suspension of cash distributions to
the Class A Shareholders starting February 1993. The Trust made various claims
against Angeles and eventually reached agreement with Angeles and the Committee
of Creditors Holding Unsecured Claims of Angeles to settle all claims between
the Trust and Angeles. The settlement agreement was approved by the Bankruptcy
Court in March 1995. Under the agreement, the Trust received over $15 million
in cash, notes, and Trust Class A Shares.
The Trust has restructured the majority of its Loan portfolio since
February 1993, when the Trust terminated its advisory agreement with AFC, and
has been able to entirely pay off its then outstanding bank loan of $20
million. However, Loans having a carrying value of approximately $12 million
(or 25% of the Trust's investments) are not currently paying debt service to
the Trust. The Trust's options are significantly limited as a result of and its
position
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as the holder of second and third trust deeds and promissory notes subordinate
to other senior creditors. The Trust's lending is concentrated in secured and
unsecured real estate loans in regions which have experienced adverse economic
conditions. The realizable value of real estate collateralizing notes
receivable or acquired in loan foreclosure proceedings can only be determined
based upon a sales negotiation between independent third parties in an arm's
length transaction. In addition, considering that, in most cases, it is the
proceeds of sale and/or refinancing which will enable the Trust to receive
funds, the actual proceeds may be significantly impacted by the condition of
the real estate industry at the time the principal amounts become due or
properties sold.
From time to time the Trust has held, and will continue to hold
discussions with other REITs to consider expanding the Trust's portfolio
through a transaction involving the issuance of Trust shares or entering into
joint ventures or partnerships which would ultimately result in the issuance in
Trust shares.
The general policies and supervision of the Trust are overseen by a board
of four trustees (the "Trustees").
The Trust will terminate December 31, 2003, unless extended by vote of the
shareholders. Upon liquidation of the Trust, disposition proceeds will be
distributed to the shareholders.
ELECTION OF TRUSTEES
(PROPOSAL NO. 1)
The Trust's current Board of Trustees consists of four members.
Accordingly a full board of four Trustees are to be elected at the Annual
Meeting to hold office until the next Annual Meeting and until their successors
are elected and qualified.
TRUSTEES AND NOMINEES
The persons named as proxy holders in the accompanying proxy card have
advised the Trust that they will vote the shares represented by the proxies
which they hold in favor of the election of the four nominees named below as
members of the Board of Trustees, unless and except to the extent that
authority to vote for one or more nominees is withheld in the proxies. In no
case will proxies be voted for a greater number of persons than the number of
nominees for election to the Board of Trustees. Three of the four nominees for
Trustee are presently Trustees of the Trust. The current Trustees terms of
office will expire on the date of the Annual Meeting and when their successors
are elected and qualified. If a nominee becomes unavailable to serve as a
Trustee for any reason, the shares represented by any proxy will be voted for
the person, if any, who may be designated by the Board of Trustees to replace
such nominee. However, the Board of Trustees has no reason to believe that any
nominee will be unavailable to serve as a Trustee if elected.
No arrangement or understanding exists between any nominee and any other
person or persons pursuant to which any nominee was or is to be selected as a
Trustee or nominee. None of the nominees has any family relationship between
them nor with any Trustee or executive officer of the Trust.
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The current Trustees of the Trust are listed below, together with their
ages and all Trust positions held by them:
Ronald J. Consiglio 52 Trustee, Chairman, Chief Executive Officer and President
J. D'Arcy Chisholm 64 Trustee
Bryan L. Herrmann 60 Trustee
Leland B. Evans 42 Trustee
Mr. Consiglio has been a Trustee since April 1988 and has served as the
Chairman, Chief Executive Officer and President of the Trust since May 1993.
In addition, Mr. Consiglio was the Chairman of the Trust's Audit Committee in
1993 and became the Chairman of the Independent Committee upon its formation in
February 1993. Upon formation of the Trust's Executive Committee in May 1995,
Mr. Consiglio serves as its Chairman. From January 1993 through June 1993, Mr.
Consiglio served as Executive Vice President and Chief Administrative Officer
of Reynolds Kendrick Stratton, Inc., a Los Angeles based securities brokerage
firm. From 1990 through 1992, Mr. Consiglio was the Senior Vice President and
Chief Financial Officer of Cantor Fitzgerald & Co., Inc. where he was
responsible for operations, administration and finance. From 1988 through 1990
he was the Senior Vice President of the investment banking firm of Wedbush
Morgan Securities, Inc. ("WMS"), and from 1984 through 1988 he was Executive
Vice President of a predecessor firm, Morgan, Olmstead, Kennedy & Gardner
Incorporation. He was responsible for WMS's investment banking activities, as
well as many of the administrative and operation functions of the firm. He is
a certified public accountant and was a partner in Deloitte Haskins & Sells
from 1977 to June 1984. In 1992, Mr. Consiglio served as the District Chairman
of the National Association of Securities Dealers' District Business Conduct
Committee. Mr. Consiglio is also an executive officer, trustee and Chairman of
Angeles Participating Mortgage Trust and is a business consultant.
Mr. Chisholm has been a Trustee of the Trust since September 1989 and
became a member of the Audit, Compensation and Executive Committees and serves
as the Chairman of the Audit Committee. He has been a consultant to real
estate, business and education since 1989. From 1980 until September 1989, Mr.
Chisholm was associated with the Institute for Pastoral and Social Ministry at
the University of Notre Dame, initially as a volunteer, then as an assistant
director from 1982 until 1986 and finally as an associate director from 1986
until 1989. From 1971 until 1980, Mr. Chisholm served in several capacities
for Shareholders Capital Corporation, the predecessor company of Angeles and
its subsidiaries, including president of its property management company and
president of its property sales company. Prior to 1971, Mr. Chisholm was
employed at the following real estate related firms; Real Estate Research
Corporation, Del E. Webb Corporation and Milton Meyer Company. He holds a B.A.
degree from the University of Notre Dame and is a graduate of the Executive
Program, graduate School of Business, UCLA. Mr. Chisholm also serves as a
trustee of Angeles Participating Mortgage Trust.
Mr. Herrmann has been Trustee since December 1994 and is a member of the
Compensation and Executive Committees and serves as the Chairman of the
Compensation Committee. Mr. Herrmann is an investment banker by background and
currently is Chairman and Chief Executive Officer of Base Camp 9 Corp. and has
been in that position since 1990. In addition to his duties at Base Camp 9
Corp., from 1992 to 1994, Mr. Herrmann served as Chief Executive officer of
Spaulding Composites Company and is currently a member of its board of
directors. Since 1984 Mr. Herrmann has been the general partner of MOKG 1984
Investment Partners Ltd. Mr. Herrmann is a member of the board of directors of
Wynn's International, Inc., a New York Stock Exchange company.
Mr. Evans, has been a Trustee since May 1995, and became a member of the
Audit Committee in June 1995. Mr. Evans is an attorney and has practiced law
since 1980. Mr. Evans has represented secured lenders in real estate matters
and has served as counsel to federally insured lending institutions. Mr. Evans
is a partner at the firm of Evans and Heil.
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The following table sets forth the name, age and the position(s) with the
Trust currently held by each person nominated as a Trustee for election at the
Annual Meeting:
Name Age Position with the Trust
---- --- -----------------------
Ronald J. Consiglio 52 Trustee, Chairman, Chief
Executive Officer and
President
J. D'Arcy Chisholm 64 Trustee
Bryan L. Herrmann 60 Trustee
Curtis J. Crivelli 53 N/A
Biographical information concerning Messrs. Chisholm, Consiglio and
Herrmann as provided above.
Mr. Crivelli recently retired from the banking industry. Prior to his
retirement Mr. Crivelli was an executive with Great Western Bank from 1987
through 1995. Mr. Crivelli's responsibilities at Great Western, as Executive
Vice President, included the management of the Bank's retail banking division
along with securities operation and marketing departments. From 1982 through
1987 Mr. Crivelli was President and Chief Executive Officer of Encino Savings
Bank. Mr. Crivelli currently serves on the Board of Directors of ACCO, Inc.
INFORMATION REGARDING THE BOARD OF TRUSTEES AND ITS COMMITTEES
COMPENSATION COMMITTEE. During 1995 the Audit and Compensation Committee
was split into two separate committees. The Compensation Committee oversees,
reviews and approves the compensation of the Trustees and officers of the
Trust. Messrs. Chisholm and Herrmann serve on the Compensation Committee with
Mr. Herrmann serving as Chairman.
EXECUTIVE COMMITTEE. In May 1995 the Board of Trustees formed the
Executive Committee comprised of Mr. Consiglio, Mr. Chisholm and Mr. Herrmann,
with Mr. Consiglio serving as Chairman. The purpose of establishing the
Executive Committee was the expectation that the Board of Trustees would expand
in size due to the contemplated expansion of the Trust's asset portfolio
through an UPREIT structure. Therefore, in order to facilitate efficient
management of the Trust without having to arrange for meetings for a larger
group of Trustees, the Executive Committee was formed as provided in the
Trust's Declaration of Trust. The Executive Committee has all of the powers
and authority of the Board of Trustees with some restrictions.
BOARD OF TRUSTEES AND COMMITTEE MEETINGS. During the fiscal year ended
December 31, 1995, the Trust's Board of Trustees held five regular meetings
with all Trustees attending in person and three special meetings with all
Trustees attending except for Mr. Herrmann, who did not attend one such special
meeting. The Audit Committee met once during fiscal year 1995 and each
committee member attended either in person or by telephone. The Compensation
Committee met once in 1995 and each committee member attended either in person
or by telephone. The Executive Committee met three times during 1995 and each
committee member attended either in person or by telephone.
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EXECUTIVE OFFICERS
The following information relates to the executive officer of the Trust
who is not a Trustee and is not nominated as a Trustee. Each of the officers
serves at the discretion of the Board of Trustees and is customarily appointed
as an officer at the organization meeting of the Board of Trustees held
following each Annual Meeting of the Shareholders.
Name Age Title
--------------- --- -----
Anna Merguerian 40 Vice President, Secretary and Chief Financial
Officer
Ms. Merguerian became the Vice President and Secretary of the Trust in
December 1993 and the Chief Financial Officer in December 1994. Prior to
joining the Trust in May 1993, she was employed by Angeles from June 1981
through April 1993. Her last position with Angeles and its subsidiaries was as
a Senior Vice President of the Asset Management Group. From September 1977 to
May 1981, she served as a Senior Accountant at Ernst & Young (which was
formerly known as Ernst & Whinney). Ms. Merguerian is a certified public
accountant.
SECTION 16 MATTERS
Section 16 (a) of the Securities Exchange Act of 1934, as amended,
requires the Trust's officers, trustees and persons who own greater than ten
percent of a registered class of the Trust's equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission and the American Stock Exchange, and to furnish the Trust with
copies of all Section 16(a) forms they file. Based solely on representations
from such persons, the Trust believes that, except as set forth below, during
the fiscal year ended December 31, 1995, all Section 16(a) filing requirements
applicable to its Trustees, officers and 10% beneficial holders were complied
with. Mr. Chisholm inadvertently failed to timely file a Form 4 upon the
purchase of 1,000 Trust Class A shares on October 27, 1995 at a price per share
of $5 3/8. Mr. Chisholm has subsequently filed the Form 4 on February 7, 1996.
COMPENSATION OF EXECUTIVE OFFICERS AND TRUSTEES
REMUNERATION OF TRUSTEES. Each Trustee receives a retainer fee of $12,000
per year, which is paid quarterly and (except for Mr. Consiglio) a fee of
$1,000 for each meeting of the Board of Trustees which he attends in person,
$750 for each meeting of the Board of Trustees which he attends telephonically,
and $500 for each Audit, Compensation and Executive Committee meeting which he
attends, either personally or telephonically. Trustees are also reimbursed for
any expenses incurred in attending such meetings or incurred as a result of
other work performed for the Trust. During fiscal 1995, Mr. Chisholm received
$5,000 and Mr. Herrmann received $42,160 in consulting fees from the Trust for
independent services provided to the Trust.
EXECUTIVE OFFICERS' COMPENSATION. During the year ended December 31,
1995, Mr. Consiglio received a total of $281,200 for his services as President
and Chief Executive Officer of the Trust, and an additional $12,000 as
compensation for serving on the Board of Trustees. For the year ended December
31, 1995, Ms. Merguerian was paid $72,500 for her services as Chief Financial
Officer of the Trust.
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Table I sets forth information concerning the compensation for services in
all capacities to the Trust for the fiscal years 1995, 1994 and 1993, those
persons who at any time during the fiscal years served as Chief Executive
Officer and the most highly compensated officers ("Executive Officers").
TABLE I
SUMMARY COMPENSATION TABLE
ANNUAL ALL OTHER
COMPENSATION ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY COMPENSATION
--------------------------- ---- ------------ ------------
Ronald J. Consiglio, Trustee, Chairman,
Chief Executive Officer and President 1995 $281,200 $12,000(1)
1994 $263,000 $12,000(1)
1993 $109,800 $12,000(1)
Jack E. McDonald, Chief Financial Officer(2) 1995 N/A $10,375(1)
1994 $ -0- $17,875(1)
1993 $ -0- $16,750(1)
Anna Merguerian, Chief Financial Officer(3) 1995 $ 62,500 $ 5,000(4)
(1) Represents compensation for serving on the Board of Trustees.
(2) Mr. McDonald resigned as Chief Financial Officer in December 1994 and was
replaced by Ms. Merguerian and resigned as a Trustee in May 1995.
(3) Ms. Merguerian became Chief Financial Officer in December 1994 upon Mr.
McDonald's resignation. Ms. Merguerian is paid a salary of $100,000 for
which the Trust contributed $62,500 to such salary and another trust,
Angeles Participating Mortgage Trust contributed $37,500. In addition, in
December 1995 the Trust entered into an Employment Agreement with Ms.
Merguerian with a one-year term. The Employment Agreement provides for an
annual salary of $100,000 to be paid to Ms. Merguerian and allows for Ms.
Merguerian to provide services to Angeles Participating Mortgage Trust for
which the Trust is reimbursed for specific time spent on such trust.
(4) Represents a bonus paid in 1995 for the year ending December 31, 1994.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for recommending to the Board
appropriate compensation of the Trust's executive officers and key employees.
The Compensation Committee's compensation policy for the last fiscal year
was to recommend salaries at levels and establish incentive benefits the Board
believes will attract, retain and motivate highly competent individuals. In
December 1995 the Trust entered into a one year employment contract with Ms.
Merguerian. The terms of the contract were based upon a comparison of
comparable positions in the REIT industry and the
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Compensation Committee obtained the advise and opinion as to the fairness of
the contract from a REIT executive compensation/recruitment firm. In
determining the salary of Mr. Consiglio, the Compensation Committee considered
the responsibilities of Mr. Consiglio as the Chief Executive Officer,
President, Trustee and Chairman of the Board of Trustees of the Trust, Mr.
Consiglio's experience and the salaries paid in the competitive marketplace for
executive talent, including a comparison of the salaries for comparable
positions at other companies.
The Compensation Committee currently intends for all compensation paid to
the Trust's executive officers to be tax deductible to the Trust pursuant to
Section 162(m) of the Code ("Section 162(m)"). Section 162(m) provides that
compensation paid to executive officers in excess of $1,000,000 cannot be
deducted by the Trust for federal income tax purposes unless, in general, such
compensation is performance based, is established by an independent committee
of Trustees, is objective and the plan or agreement providing for such
performance based compensation had been approved in advance by the
shareholders. In the future, however, if, in the judgment of the Compensation
Committee, the benefits to the Trust of a compensation program that does not
satisfy the arbitrary and inflexible conditions of Section 162(m) outweigh the
costs to the Trust of failure to satisfy these conditions, the Committee may
adopt such a program.
COMPENSATION COMMITTEE
J. D'Arcy Chisholm
Bryan L. Herrmann
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STOCK PRICE PERFORMANCE GRAPH
STOCK PERFORMANCE
Performance
TOTAL RETURN INDEX
(Dec. 31, 1990=100)
DATE MORTGAGE REITs S&P 500 THE TRUST
- -------- -------------- ------- ---------
Dec-1990 100.00 100.00 100.00
Jan-1991 107.81 104.42 102.78
Feb-1991 115.94 111.90 115.28
Mar-1991 123.28 114.56 120.60
Apr-1991 125.93 114.88 129.72
May-1991 131.74 119.80 135.18
Jun-1991 128.72 114.32 154.74
Jul-1991 130.24 119.67 150.01
Aug-1991 130.86 122.49 149.14
Sep-1991 134.68 120.48 139.03
Oct-1991 136.87 122.09 150.17
Nov-1991 136.83 117.16 165.51
Dec-1991 131.83 130.55 164.60
Jan-1992 141.06 128.12 163.68
Feb-1992 139.06 129.76 165.55
Mar-1992 138.22 127.22 164.61
Apr-1992 140.23 130.92 173.68
May-1992 140.24 131.63 184.30
Jun-1992 138.26 129.72 186.25
Jul-1992 138.72 134.95 208.92
Aug-1992 130.34 132.22 188.53
Sep-1992 134.20 133.74 198.09
Oct-1992 132.35 134.22 197.08
Nov-1992 133.65 138.75 183.74
Dec-1992 134.36 140.56 196.72
Jan-1993 144.04 141.59 208.77
Feb-1993 146.24 143.50 61.09
Mar-1993 149.12 146.59 44.58
Apr-1993 139.86 142.99 36.33
May-1993 140.47 146.86 44.58
Jun-1993 142.71 147.34 21.47
Jul-1993 145.57 146.65 26.42
Aug-1993 147.48 152.23 31.37
Sep-1993 153.61 151.11 27.24
Oct-1993 155.36 154.18 36.33
Nov-1993 152.75 152.73 33.85
Dec-1993 153.91 154.60 36.33
Jan-1994 160.70 159.78 36.33
Feb-1994 154.96 155.47 47.06
Mar-1994 142.93 148.71 47.06
Apr-1994 143.24 150.64 48.71
May-1994 141.55 153.10 56.97
Jun-1994 137.38 149.31 64.40
Jul-1994 140.47 154.26 71.00
Aug-1994 144.02 160.53 71.00
Sep-1994 136.67 156.67 71.00
Oct-1994 129.33 160.25 69.35
Nov-1994 121.77 154.37 71.00
Dec-1994 116.51 156.63 87.51
Jan-1995 124.81 160.70 85.86
Feb-1995 140.47 166.93 94.12
Mar-1995 141.17 171.87 99.07
Apr-1995 144.25 176.88 85.86
May-1995 154.18 183.86 94.94
Jun-1995 157.13 188.18 94.12
Jul-1995 158.68 194.45 87.51
Aug-1995 171.00 194.98 84.21
Sep-1995 173.67 203.14 71.00
Oct-1995 177.37 202.43 79.26
Nov-1995 181.56 211.34 85.86
Dec-1995 190.39 215.25 97.42
The above graph compares the total cumulative shareholder return on the Class A
shares from December 31, 1990 to December 31, 1995 to that of the (a) Standard
& Poor's 500 Index, and (b) NAREIT Mortgage REIT Total Return Index, an index
that included 24 companies with a market capitalization of $3.3 billion.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of February 1, 1996, with
respect to any Class A Shares owned by Trustees and nominees as Trustees of the
Trust and individual shareholders known to be the beneficial owner of more than
5% of the issued and outstanding Class A shares. There are no other trustees
or officers of the Trust who beneficially own either Class A shares or Class B
shares, and there is no other shareholders known to be the beneficial owner of
more than 5% of the issued and outstanding Class A Shares. The Trust had 1,738
Class A shareholders of record as of February 1, 1996. All of the issued and
outstanding Class B Shares (a total of 1,675,113 shares) are owned by MAE GP
Corporation, which is affiliated with Insignia.
Shares Beneficially Owned(1)
------------------------------------
Name and Address of Beneficial Holder Title of Class Number of Shares Percent of Class
- ------------------------------------- -------------- ---------------- ----------------
Wherco Inc., Morton D. Kirsch and Leland B. Evans,
235 Montgomery St., Suite 1012, San Francisco, CA 94104 Class A Shares 228,300 8.1% (2)
Liquidity Assistance Corporation Class A Shares 63,200 2.2% (3)
Ronald J. Consiglio Class A Shares 14,750 0.5%
Leland B. Evans Class A Shares 12,800 0.4% (2)
Bryan L. Herrmann Class A Shares 4,550 0.2%
J. D'Arcy Chisholm Class A Shares 1,690 *
MAE GP Corporation, One Insignia Financial Plaza,
Greenville, SC 29602 Class B Shares 1,675,113 100% (4)
All Executive Officers and Trustees as Group (5 persons) Class A Shares 33,790 1.2%
All Executive Officers and Trustees as Group (5 persons) Class B Shares - 0%
____________________________
(1) Except as otherwise indicated and subject to applicable community
property laws and similar statutes, the person listed as beneficial owner
of shares has sole voting power and/or dispositive power with respect to
the shares.
10
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(2) On May 5, 1995, Morton D. Kirsch and Wherco, Inc., together with
Leland B. Evans, filed Amendment No. 6 to Schedule 13D. In the
aforementioned Amendment and in prior amendments, the filing parties
disclose their possible intention to seek participation in management and
position on the Board of Trustees of the Trust. Among the actions that
Morton D. Kirsch and Wherco, Inc., together with Leland B. Evans,
disclosed as being under evaluation are (i) acquiring additional
securities of the Trust, (ii) seeking possible merger, reorganization or
liquidation of the Trust, (iii) selling a material amount of the Trust's
assets, (iv) changing the present Board of Trustees or management of the
Trust, (v) changing the capitalization and dividend policy of the Trust,
(vi) changing the nature of the Trust's business, (vii) changing the terms
of the Trust's Declaration of the Trust and (viii) causing delisting of the
Trust's securities from AMEX. The management of the Trust's is unable to
evaluate what the likelihood is, if any, that Mr. Kirsch and Wherco, Inc.,
together with Leland B. Evans, will, in fact undertake any of such actions.
(3) An affiliate of Insignia.
(4) Equals 37.2% of the total voting power of the Trust.
* Less than 1%.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Until February 1, 1993, the Trust paid AFC monthly advisory fees for trust
administration. The Trust also reimbursed an affiliate of AFC for
administrative expenses incurred on its behalf. In February 1993, AFC's
advisory services to the Trust were terminated. The amount paid to AFC or its
affiliate for the one month period ended January 1993 and for the year ended
December 31, 1992 were as follows:
1993 1992
------- --------
AFC monthly advisory fees for trust administration equal
to .45% per annum of Trust proceeds. $19,000 $399,000
Administrative expenses reimbursed to an affiliate of AFC. $16,000 $125,000
During fiscal 1992 and the first month of fiscal 1993, the Trust recorded
receipt of advances of $7,585,000 from certain of the Insignia Partnerships and
certain partnerships affiliated with Angeles. As of December 31, 1995, all
amounts owing under such advancements were settled.
The Trust had provided to Angeles a promissory note receivable of
$10,000,000, expiring May 31, 1993, with $9,255,000 in outstanding borrowings
as of December 31, 1994. As of December 31, 1995, this note was settled along
with other matters in a settlement of claims the Trust had brought against
Angeles.
In 1992, the Trust signed an alleged guaranty for certain obligations of
AHC to PaineWebber. As of December 31, 1995, this matter was resolved with the
settlement of claims the Trust had brought against Angeles.
A significant portion of the outstanding Trust Loans have been made to the
Insignia Partnerships, which are affiliates of Insignia, the sole holder of the
Class B Shares.
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RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(Proposal No. 2)
BDO Seidman LLP served as the Trust's independent auditors for the fiscal
year ended December 31, 1995. Such firm acted as independent auditors for the
Trust since 1993. BDO Seidman, LLP has been selected by the Board of Trustees
to continue to serve as independent auditors to the Trust for the fiscal year
ending December 31, 1996, subject to the ratification by the Shareholders.
There have been no disagreements between the Trust and BDO Seidman on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures during the last fiscal year. The Trust expects
a member of BDO Seidman to attend the Annual Meeting to make a statement, if he
desires, and to respond to appropriate questions.
RECOMMENDATION REGARDING PROPOSAL NO. 2
The Board of Trustees recommends that you vote FOR ratification of this
appointment.
MISCELLANEOUS
NO APPRAISAL OR DISSENTER'S RIGHTS
Under California law, shareholders are not entitled to any statutory
dissenters' or appraisal rights in connection with the proposals to be
presented for approval at the Annual Meeting as contained in this Proxy
Statement.
ANNUAL REPORT ON FORM 10-K
The Trust's Annual Report on Form 10-K for the year ended December 31,
1995, as filed with the Securities and Exchange Commission, contains detailed
information concerning the Trust and its operations. A copy of the Form 10-K
was sent to the shareholders on or about February 21, 1996 along with this
Proxy Statement. AN ADDITIONAL COPY OF THE 1995 10-K WILL BE FURNISHED TO
SHAREHOLDERS WITHOUT CHARGE UPON REQUEST ADDRESSED TO: Angeles Mortgage
Investment Trust, 340 N. Westlake Boulevard, Suite 230, Westlake Village,
California 91362; (805) 449-1335, Attention: Trust Secretary. The Form 10-K
is part of the Trust's soliciting material.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1997 Annual Meeting
must be sent in writing, by certified mail, return receipt requested, to the
Trust at its principal office, addressed to the Secretary of the Trust, and
must be received by the Trust not later than December 2, 1996, for inclusion in
the 1997 proxy materials.
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15
SOLICITATION PROCEDURES
Officers and regular employees of the Trust, without extra compensation,
may solicit the return of proxies by mail, telephone, telegram or personal
interview. Certain holders of record, such as brokers, custodians and
nominees, are being requested to distribute proxy materials to beneficial
owners and to obtain such beneficial owners' instructions concerning the voting
of proxies. All of the costs relating to this Proxy Statement will be paid by
the Trust.
OTHER MATTERS
The management of the Trust does not intend to bring any other matters
before the Annual Meeting and knows of no other matters that are likely to come
before the meeting. In the event any other matters properly come before the
Annual Meeting, the persons named in the accompanying proxy will vote the
shares represented by such proxy in accordance with their best judgment on such
matters.
The Trust urges you to submit your vote on the accompanying proxy card by
completing, signing, dating and returning it in the accompanying postage-paid
return envelope at your earliest convenience, whether or not you presently plan
to attend the Annual Meeting in person.
By Order of the Board of Trustees
/s/ Anna Merguerian
--------------------------------------
Anna Merguerian
Chief Financial Officer
Westlake Village, California
February 19, 1996
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PROXY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS OF
ANGELES MORTGAGE INVESTMENT TRUST
The undersigned shareholder of Angeles Mortgage Investment Trust, a
California business trust, acting under the California General Corporation Law,
hereby constitutes and appoints Ronald J. Consiglio and Bryan L. Herrmann, and
each of them, the attorneys and proxies of the undersigned, each with the power
of substitution, to attend and act for the undersigned, including by exercising
the undersigned's power to elect cumulative voting in the case of Proposal No.
1, at the Annual Meeting of Shareholders of said trust to be held on March 13,
1996 at 9:00 a.m. at the Beverly Hilton Hotel, The Wilshire Room, 9876 Wilshire
Boulevard, Beverly Hills, California, and at any postponement or adjournments
thereof, and be entitled to vote, as follows:
PROPOSAL NO. 1: To elect four trustees to the Board of Trustees to hold office
until the next Annual Meeting and until their successors are duly elected and
qualified.
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO VOTE
(EXCEPT AS INDICATED BELOW) FOR ALL NOMINEES LISTED BELOW
J. D'Arcy Chisholm Ronald J. Consiglio
Curtis J. Crivelli Bryan L. Herrmann
Instructions: To withhold authority to vote for any individual nominee write
in that nominee's name in the space provided:
- -------------------------------------------------------------------------------
The Trustees recommend a vote FOR all nominees listed in Proposal No. 1.
PROPOSAL NO. 2: To ratify the appointment of BDO Seidman, LLP as Angeles
Mortgage Investment Trust's independent accountants for the Trust's fiscal year
ending December 31, 1996.
[ ] FOR [ ] AGAINST
The Trustees recommend a vote FOR Proposal No. 2.
Said attorneys and proxies, and each of them, shall have the powers which
the undersigned would have if acting in person. The undersigned hereby revokes
any other proxy to vote at such Meeting and hereby ratifies and confirms all
that said attorneys and proxies, and each of them may lawfully do by virtue
hereof. Said proxies, without hereby limiting their general authority, are
specifically authorized to vote in accordance with their best judgment with
respect to matters incident to the conduct of the Meeting; matters presented at
the Meeting but which are not known to the Board of Trustees at the time of the
solicitation of this Proxy; and with respect to the election of any person as a
trustee if a bona fide nominee for that office is named in the Proxy Statement
and such nominee is unable to serve or for good cause will not serve.
IMPORTANT--PLEASE SIGN ON OTHER SIDE
17
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF
ANGELES MORTGAGE INVESTMENT TRUST
A majority of the above-named proxies present at said Meeting, either in
person or by substitute (or if only one thereof shall be present and acting,
then that one), shall have and exercise all powers of said proxies hereunder.
This proxy will be voted in accordance with the choices specified by the
undersigned on the other side of this proxy. IF NO INSTRUCTIONS TO THE
CONTRARY ARE INDICATED HEREON, THIS PROXY WILL BE TREATED AS A GRANT OF
AUTHORITY TO VOTE FOR THE ELECTION OF THE NOMINEES FOR THE BOARD OF TRUSTEES
NAMED ON THE OTHER SIDE HEREOF AND FOR THE APPOINTMENT OF BDO SEIDMAN, LLP, AS
THE TRUST'S INDEPENDENT ACCOUNTANTS.
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and Proxy Statement relating to the Meeting.
--------------------------------------
Signature of Shareholder
Dated: , 1996
-------------------------
--------------------------------------
Signature of Shareholder
Dated: , 1996
-------------------------
IMPORTANT: In signing this proxy,
please sign your name or names on the
signature lines in the same way as it
is stenciled on this proxy. When
signing as an attorney, executor,
administrator, trustee or guardian,
please give your full title as such.
EACH JOINT TENANT SHOULD SIGN.
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE POSTAGE PREPAID
ENVELOPE PROVIDED.