As filed with the Securities and Exchange Commission on May 1, 2000
Registration No. 2-78066
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
[ ] Confidential, for Use of Commission Only
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
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AMERICAN FEDERATION OF LABOR AND CONGRESS OF INDUSTRIAL ORGANIZATIONS
HOUSING INVESTMENT TRUST
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PAYMENT OF FILING FEE:
[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a(6)-(i)(4) and
0-11.
1) Title of Each Class of securities to which transaction applies:
- ---------------------------------------------------
2) Aggregate Number of Securities to which transaction applies:
- ---------------------------------------------------
3) Per Unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
- ---------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- ---------------------------------------------------
5) Total fee paid:
- ---------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- ---------------------------------------------------
2) Form, Schedule or Registration Statement Number:
- ---------------------------------------------------
3) Filing Party:
- ---------------------------------------------------
4) Date Filed:
- ---------------------------------------------------
May 3, 2000
TO PARTICIPANTS, AFL-CIO HOUSING INVESTMENT TRUST
Enclosed is the Notice of the 2000 Annual Meeting of Participants and a Proxy
Statement describing the election for Trustees, a proposed amendment to the
Declaration of Trust and other indicated matters that are expected to come up
at the meeting.
Also enclosed is a Proxy for each Participant noting the number of Units held
by that Participant and the exact name in which those Units are registered. A
Participant that does not wish to send a representative to the meeting should
complete the Proxy and return it to us in the enclosed envelope as soon as
possible. A copy of the Proxy may be faxed to us as long as the originally
executed Proxy is postmarked no later than May 18, 2000, the date of the
Annual Meeting.
Sincerely,
Stephen Coyle
Chief Executive Officer
Please Complete and Return the Enclosed Proxy Within Five Days of Receipt
Enclosures
AFL-CIO HOUSING INVESTMENT TRUST
--------------------------------
PROXY
--------------------------------
2000 Annual Meeting of Participants
The undersigned hereby appoints Michael M. Arnold and [Helen Kanovsky]
and each of them with power to act without the other and with full power of
substitution, as proxies for and on behalf of the undersigned, to vote all
Units of Participation which the undersigned is entitled to vote at the Annual
Meeting of Participants to be held May 18, 2000 and all adjournments thereof,
with all the powers that the undersigned would possess if personally present
and particularly (but without limiting the generality of the foregoing) to
vote and act as follows:
(1) For the election of a Chairman to serve until the 2001 Annual
Meeting of Participants and until his successor is elected and qualifies:
Richard Ravitch
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) For the reelection of two Class II Union Trustees and three Class
II Management Trustees to serve until the 2003 Annual Meeting of Participants
and until their successors are elected and qualify:
Martin J. Maddaloni (Class II Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Edwin D. Hill (Class II Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Alfred J. Fleischer (Class II Management Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Marlyn Spear (Class II Management Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
John E. Cullerton (Class II Management Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) For the election of certain additional Trustees as set forth
below:
Class II Union Trustees to serve until the 2003 Annual Meeting of
Participants and until their successors are elected and qualify:
Edward C. Sullivan (Class II Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
John J. Flynn (Class II Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Class III Union Trustee (to serve until the 2001 Annual Meeting of
Participants and until his successor is elected and qualifies.
Terence M. O'Sullivan (Class III Union Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(4) To approve an amendment to the Trust's Declaration of Trust to
modify certain eligibility criteria applicable to the nomination and election
of Management Trustees;
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(5) For ratification of the Board of Trustees' selection of Arthur
Andersen LLP as independent public accountants for the Trust's 2000 fiscal
year;
FOR [ ] AGAINST [ ] ABSTAIN [ ]
and upon such other matters as may properly come before the meeting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Trustees recommend a vote FOR the above items. ANY PROXY NOT MARKED
OTHERWISE WILL BE TREATED AS A VOTE FOR THE ITEMS. You may strike through or
manually cross out the name of any nominee for Chairman or Trustee for which
you wish to withhold authority to vote.
AFL-CIO Housing Investment Trust
NOTICE OF 2000 ANNUAL MEETING OF PARTICIPANTS
- ------------------------------------------------------------------------------
To Participants, AFL-CIO Housing Investment Trust:
Notice is hereby given that the 2000 Annual Meeting of Participants (the
"Meeting") of the American Federation of Labor and Congress of Industrial
Organizations Housing Investment Trust (the "Trust"), a District of Columbia
common law trust, will be held at the offices of the Trust, 1717 K Street,
N.W., Suite 707, Washington, D.C., 20006 on Thursday, May 18, 2000 at 4:00 pm
for the following purposes:
1. To elect a Chairman to hold office until the 2001 Annual Meeting of
Participants and until his successor is elected and qualifies;
2. To reelect two (2) Class II Union Trustees and three (3) Class II
Management Trustees to hold office until the 2003 Annual Meeting of
Participants and until their respective successors are elected and qualify;
3. To elect two (2)Class II Union Trustees to hold office until the 2003
Annual Meeting of Participants and until their respective successors are
elected and qualify; and one (1) Class III Union Trustee to hold office until
the 2001 Annual Meeting of Participants and until his successor is elected and
qualifies;
4. To approve an amendment to the Trust's Declaration of Trust to modify
certain eligibility criteria applicable to the nomination and election of
Management Trustees;
5. To ratify the selection of Arthur Andersen LLP as the independent
public accountants for the Trust's fiscal year ending December 31, 2000; and
6. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
The Board of Trustees has fixed the close of business on March 31,2000 as
the record date for the determination of Participants entitled to notice of
and to vote at the Meeting and any adjournment(s) thereof. Accordingly, only
Participants of record as of the close of business on that date are entitled
to notice of and to vote at the Meeting or at any such adjournment. The
transfer books of the Trust will not be closed.
By Order of the Board of Trustees
Stephen Coyle
Chief Executive Officer
Dated: May 3, 2000
AFL-CIO Housing Investment Trust
--------------------------
PROXY STATEMENT
---------------------------
May 3, 2000
GENERAL MATTERS
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the annual meeting of Participants (the "Meeting") of the
American Federation of Labor and Congress of Industrial Organizations Housing
Investment Trust (the "Trust") to be held at the offices of the Trust, 1717 K
Street, N.W., Suite 707, Washington, D.C. 20006, on Thursday, May 18, 2000,
beginning at 4:00 pm and at any adjournment(s) thereof.
A copy of the Trust's annual report for the year ended December 31, 1999
was previously mailed to each Participant entitled to vote at the Meeting
together with financial statements for the fiscal year ended December 31,
1999. The Trust will furnish, without charge, a copy of the annual report for
1999 and the most recent semi-annual report succeeding the annual report, if
any, to any Participant that requests one. Requests for reports should be
made by placing a collect call to the Trust, at (202) 331-8055, directed to
Stephanie Turman. Written requests may be directed to Michael Arnold,
Executive Vice President - Marketing, AFL-CIO Housing Investment Trust, 1717 K
Street, N.W., Suite 707, Washington, D.C. 20006.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the Trust's Annual Meeting, Participants will act upon the matters
outlined in the accompanying notice of Meeting, including the election of a
Chairman of the Board of Trustees, election of Trustees, approval of an
amendment to the Trust's Declaration of Trust to modify certain eligibility
criteria applicable to the nomination and election of Management Trustees and
ratification of the Trust's independent auditors. In addition, the Trust's
management will respond to questions from Participants.
WHO IS ENTITLED TO VOTE?
As of the close of business on March 31, 2000, the date set by the Board
of Trustees as the record date for the determination of Participants entitled
to notice of and to vote at the Meeting and any adjournment(s) thereof (the
"Record Date"), there were 2,119,363.2997 Units of Participation of the Trust
outstanding, each Unit being entitled to one vote. No shares of any other
class of securities were outstanding as of that date.
Only Participants of record as of the close of business on the Record
Date, will be entitled to vote at the Meeting.
WHO CAN ATTEND THE MEETING?
All Participants of the record date, or their duly appointed proxies, may
attend the Meeting.
WHAT CONSTITUTES A QUORUM?
A quorum for the Meeting is the presence in person or by proxy of
Participants holding a majority of Units outstanding at the close of business
on March 31, 2000. As of the Record Date, 2,119,363.2997 Units of
Participation of the Trust were outstanding. Proxies received but
marked as abstentions will be included in the calculation of the number of
shares considered to be present at the Meeting.
HOW DO I VOTE?
If the Proxy that is enclosed with this Proxy Statement is properly
executed and returned, the Units of Participation it represents will be voted
at the Meeting in accordance with the instructions noted thereon. If no
direction is indicated, the Proxy will be voted in accordance with the
Trustees' recommendations set forth thereon.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Any Participant giving a Proxy may revoke it at any time before it
is exercised by giving written notice to the Trust bearing a date later than
the date of the Proxy, by submission of a later dated Proxy, or by voting in
person at the Meeting, which any Participant may do whether or not such
Participant has previously given a Proxy.
WHAT ARE THE BOARD OF TRUSTEE'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the persons named
as proxy holders on the proxy card will vote in accordance with the
recommendations of the Board of Trustees. The Board's recommendation is set
forth together with the description of each item in this proxy statement. In
summary, the Board recommends a vote:
- for election of the nominated Chairman (see page 3);
- for election of the nominated Trustees (see page 3);
- for approval of an amendment to the Trust's Declaration of Trust to
modify certain eligibility criteria applicable to the nomination and
election of Management Trustees (see page 14); and
- for ratification of the selection of Arthur Andersen LLP as the
independent public accountants for the Trust's fiscal year ending
December 31, 2000 (see page 15).
With respect to any other matter that properly comes before the Meeting
or any adjournment or adjournments thereof, the proxy holders will vote as
recommended by the Board of Directors or, if no recommendation is given, in
their own discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
As to Proposals I, II, III, IV and V, the vote required for approval will
be a majority of the Units represented in person or by proxy at the Meeting.
Each Unit is entitled to one vote.
WHO ARE THE PRINCIPAL HOLDERS OF THE TRUST'S VOTING SECURITIES?
The following table sets forth the beneficial ownership information as of
March 31, 2000, with respect to each Labor Organization and Eligible Pension
Plan (as each of those terms is defined in the Trust's Declaration of
Trust) known to the Trust to be the beneficial owner of more than 5 percent
(that is more than 105,968.1649 Units) of the Trust's 2,119,363.2997
outstanding Units of Participation. Because only Labor Organizations and
Eligible Pension Plans are eligible to own Units of Participation in the
Trust, no Units of Participation are owned by any Trustee or nominee
individually. The Units are the only class of securities or units of
beneficial ownership issued by the Trust.
Name and Address of
Beneficial Owner Number of Units Percent of Total Units
- ------------------- --------------- ----------------------0
Central Pension Fund of the
International Union of
Operating Engineers
415 Chesapeake Street, N.W.
Washington, D.C. 20016 111,312.3200 Units 5.3%
WHO IS MAKING THE SOLICITATION ON BEHALF OF THE TRUST?
The Proxy is being solicited by the Board of Trustees of the Trust
through the mail. The cost of solicitation will be paid by the Trust.
Further solicitation of proxies may be made by telephone or oral communication
with some Participants following the original solicitation. Any such further
solicitation will be made by Trustees or officers of the Trust who will not be
compensated therefor. The date on which proxy materials were first mailed to
Participants was May 3, 2000.
ELECTION OF TRUSTEES
PROPOSAL I: TO ELECT THE CHAIRMAN
PROPOSAL II: TO REELECT TWO (2) CLASS II UNION TRUSTEES AND THREE (3) CLASS
II MANAGEMENT TRUSTEES
PROPOSAL III: TO ELECT TWO (2) CLASS II UNION TRUSTEES AND ONE (1) CLASS III
UNION TRUSTEE
Under the Trust's Declaration of Trust, the Board of Trustees may have up
to 25 Trustees. Up to 12 Trustees may be Union Trustees, up to 12 Trustees
may be Management Trustees, and one Trustee is to be the Chairman. The Board
of Trustees currently consists of 20 Trustees, 11 of whom are Union Trustees
(Chavez-Thompson, Georgine, Hanley, Hill, Hurt, Joyce, Maddaloni, Monroe,
Stern, Sweeney and Trumka), 8 of whom are Management Trustees (Cullerton,
Duvernay, Fleischer, Kardy, Latimer, Spear, Stanley and Wiegert), and one of
whom is the Chairman (Ravitch). Proxies will not be voted for a greater
number of persons than the number of nominees named.
The Declaration of Trust divides the Union and Management Trustees into
three Classes. Each Class is required to have, insofar as the pool of
Trustees permits, an equal number of Union and Management Trustees. The term
of each Class expires at the third annual meeting following its election; the
term of one Class expires each year. At each annual meeting, the Participants
elect a Chairman to serve until the next annual meeting and such number of
Trustees as is necessary to fill vacancies in the Class whose terms expire as
of that meeting and any Trustee appointed to complete the remainder of a term.
The terms of office of Trustees Georgine, Joyce, Maddaloni, Hill, Fleischer,
Spear and Cullerton and Chairman Ravitch will expire on the day of the
Meeting. The principal occupations and business experience for the past five
years of these Class II Trustees standing for reelection are described below
under "Nominees for Reelection."
In addition to Class II Trustees standing for reelection, the Board of
Trustees has recommended certain additional nominees to serve on the Board of
Trustees in the class described below. John J. Flynn and Edward C. Sullivan
are standing for election as Class II Union Trustees. Terence M. O'Sullivan is
standing for election as a Class III Union Trustee. The principal occupation
and business experience for the past five years of those individuals standing
for election are described below under "Nominees for Election."
If a proxy in the enclosed form is received from a Participant, the Units
of Participation represented by such Proxy will be voted for the nominees
listed below (unless otherwise indicated on the proxy). Class II Trustees
will serve for three-year terms ending in 2003 and until their respective
successors are elected and qualify. The Class III Trustee will serve for a
one-year term ending in 2001 and until his successor is elected and qualifies.
Although the Trust does not contemplate that any of the nominees will be
unavailable for election, if a vacancy in the slate of nominees should be
occasioned by death or other unexpected occurrence, it is currently intended
that the proxies will be voted for such other persons, if any, as the
Executive Committee may recommend.
NOMINEES FOR REELECTION
The following information was furnished to the Trust by each nominee and
sets forth the name, age, principal occupation or employment of each nominee
and the period during which he or she has served as a Trustee of the Trust.
Each nominee has consented to be named in this Proxy Statement and to serve on
the Board of Trustees if elected.
Principal Occupation/ Trustee
Name Business Experience During Past 5 Years Since Age
- ----------- --------------------------------------- --------- ----
Richard Ravitch Principal, 1992 66
Ravitch, Rice & Co., LLC
formerly, President and Chief Executive
Officer, Player Relations Committee
of Major League Baseball
formerly, Chairman, Aquarius Management
Corporation(limited profit housing
project management)
formerly, Chairman and Chief Executive
Officer, Bowery Savings Bank
Edwin D. Hill Secretary, International Brotherhood 1998 62
of Electrical Workers; formerly
International Vice President, Inter-
national Brotherhood of Electrical
Workers Third District Office
Martin J. Maddaloni President, United Association of 1998 60
Journeyman and Apprentices of the
Plumbing and Pipefitting Industry
of the United States and Canada ("A";
formerly International Vice President
UA District 2; formerly International
Representative, UA; formerly Special
Representative, UA
Alfred J. Fleischer Chairman, Fleischer-Seeger Construction 1992 79
Corporation; formerly a Director of the
National Corporation for Housing
Partnerships of Washington, D.C
Marlyn J. Spear Chief Investment Officer, Milwaukee and 1995 46
Vicinity Building Trades United Pension
Trust Fund; formerly Investment Coordinator
John E. Cullerton Chairman, Central Pension Fund of the 1998 85
International Union of Operating Engineers
and Consultant to the Hotel Employees and
Restaurant Employees International Union;
formerly Fund Advisor to Trustees for the
Hotel Employees and Restaurant Employees
International Union Health, Welfare and
Pension Funds
THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" THE REELECTION
OF THE NOMINATED CHAIRMAN AND TRUSTEES.
NOMINEES FOR ELECTION
The following nominees will stand for election at the 2000 meeting of
Participants. Each nominee has consented to be named in this Proxy Statement
and to serve on the Board of Trustees if elected.
Name
Principal Occupation/Business
Experience
During Past 5 Years
Age
John J. Flynn
President, International Union of
Bricklayers and Allied Craftworkers;
formerly, President and Secretary-
Treasurer, BAC Local 1 Missouri
65
Edward C. Sullivan
President, Building and Construction
Trades Department, AFL-CIO; formerly,
General President, International Union
of Elevator Constructors
56
Terence M. O'Sullivan
General President, Laborers'
International Union of North America;
formerly, Vice President, Mid-Atlantic
Regional Manager and Assistant to the
General President, Laborers'
International Union of North America
44
THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" THE REELECTION
OF THE NOMINATED CHAIRMAN AND TRUSTEES AND "FOR" THE ELECTION OF THE NOMINATED
TRUSTEES.
INCUMBENT TRUSTEES
The following incumbent Trustees will continue in office in accordance
with the Trust's Declaration of Trust, and are expected to stand for
reelection at subsequent annual meetings of Participants.
Principal Occupation/ Trustee
Name Business Experience During Past 5 Years Since Age
- ----------- --------------------------------------- --------- ----
Linda Chavez-
Thompson Executive Vice President, AFL-CIO; 1996 55
formerly, International Vice President,
American Federation of State, County and
Municipal Employees
Francis X. Hanley General President (formerly General 1990 69
Secretary-Treasurer) International Union
of Operating Engineers
Frank Hurt President, Bakery, Confectionery & 1993 61
Tobacco Workers and Grain Millers
International Union
Michael E. Monroe General President, International 1998 49
Brotherhood of Painters and Allied Trades
Andrew Stern President, Service Employees Inter- 1998 49
national Union
Tony Stanley Executive Vice President and Director, 1985 66
TransCon Builders, Inc.
(building construction)
John Sweeney President, AFL-CIO; formerly Inter- 1981 65
national President, Services Employees
International Union
Richard L. Trumka Secretary-Treasurer, AFL-CIO; formerly, 1995 50
President, United Mine Workers of America
Terrence R. Duvernay Duvernay & Brooks LLC (financial 1995 57
advisory housing development consulting);
formerly Public Finance Division, Legg
Mason; formerly Director, Public Finance
Group, CS First Boston Corp.; formerly
Deputy Secretary, U.S. Department of
Housing and Urban Development; formerly
Executive Director, Georgia Housing and
Finance Authority and Michigan State
Housing Development
Walter Kardy President, Specialty Contractor's 1996 72
Management Inc.
George Latimer Chief Executive Officer, National 1996 64
Equity Fund (a tax credit investment
company); Professor of Urban Studies,
Macalster College; formerly, Director,
Special Actions Office, HUD
Patricia F. Wiegert Retirement Administrator, Contra Costa 1995 53
County (California) Employees' Retirement
Association
EXECUTIVE OFFICERS
The executive officers of the Trust are elected by the Board of Trustees
and serve one-year terms. The executive officers of the Trust are as follows:
Stephen Coyle, age 54, has served as Chief Executive Officer of the Trust
since 1992. Mr. Coyle served as Director of the Boston Redevelopment
Authority from July 1984 to January 1992. Prior to that, he served as Chief
Executive Officer of John Carl Warnecke & Associates in San Francisco, a
national firm for architecture and urban design. From 1977 through 1980, Mr.
Coyle served the Federal Government in Washington, D.C. as Deputy Under
Secretary of the United States Department of Health and Human Services and
Executive Assistant to the Secretary of the United States Department of
Housing and Urban Development. Mr. Coyle earned his Bachelor's degree from
Brandeis University, his Master's degree from the Harvard Kennedy School of
Government, and a law degree from Stanford Law School.
Michael M. Arnold, age 60, became Executive Vice President in April 1999.
From 1985 until 1999, he served as the Trust's Director of Investor
Relations. Mr. Arnold joined the Trust after being employed by the AFL-CIO
Human Resources Development Institute (HRDI) since 1969. During his tenure
with HRDI, he held the positions of area representative, regional director,
assistant director and executive director. As executive director during the
six years prior to being employed by the Trust, he was responsible for overall
administration and fiscal affairs and the general supervision of staff located
at the national office in Washington, D.C. and in field offices in 59 major
metropolitan areas of the country. During this period, Mr. Arnold had
extensive experience in working with officers and staff of international,
state and local labor organizations. In 1967-68, Mr. Arnold was manpower
coordinator and labor liaison officer with the Dallas Community Action Agency.
He is a 43-year member and former local union officer of the International
Union of Bricklayers and Allied Craftworkers, and is also a licensed real
estate broker.
Helen R. Kanovsky, age 49, became Executive Vice President - Finance and
Administration in August, 1999. Ms. Kanovsky is also Acting General Counsel.
From 1998 until 1999, she served as Chief of Staff for U.S. Senator John F.
Kerry. From 1995 until 1998, she served as General Counsel of the Trust.
Ms. Kanovsky has a Bachelor's degree in Government from Cornell University and
Juris Doctor degree from the Harvard Law School.
Patton H. Roark, Jr., age 33, was appointed Portfolio Manager in December
1997. Mr. Roark joined the Trust in 1993 as Assistant Portfolio Manager.
Prior to joining the Trust, from 1990 to 1993, Mr. Roark was a Senior
Consultant for Price Waterhouse, an international accounting firm. From 1989
to 1990, Mr. Roark was an internal auditor with the Inspector General's office
of the Office of Personnel Management. Mr. Roark is a Chartered Financial
Analyst, Certified Public Accountant and Certified Internal Auditor, and
earned his Bachelors of Science degree in accounting from Shepherd College.
Because the Trust purchases its investments on a "net" basis, the Trust
paid no commissions during the 1999 fiscal year on its transactions.
There have been no transactions since the beginning of the Trust's last
fiscal year and there are no currently proposed transactions to which the
Trust was or is to be a party, in which the amount involved exceeds $60,000
and in which any of the following persons had or will have a material
interest: (a) any Trustee or executive officer of the Trust; (b) any member of
the immediate family of the foregoing persons; or (c) any Participant known to
the Trust to own of record or beneficially more than 5 percent of the Trust's
outstanding Units of Participation. None of the foregoing persons or
Participants has been indebted to the Trust since the beginning of its last
fiscal year in an amount in excess of $60,000 (nor has any corporation or
organization of which any of the foregoing persons is an executive officer,
partner or 10 percent beneficial owner, or any trust or other estate in which
any of the foregoing persons is a trustee or has a substantial beneficial
interest).
ORGANIZATION OF THE BOARD OF TRUSTEES
The Trust maintains four committees: the Executive Committee, the Asset
Management and Program Development Committee, the Marketing Committee, and the
Legal and Audit Committee. The Executive Committee is currently composed of
Chairman Ravitch, who serves as chairman of the Committee, Management Trustee
Stanley, who serves as vice chairman of the Committee, and Union Trustee
Sweeney. The Executive Committee has all the authority of the Board of
Trustees when the Board is not in session and met 3 times during 1999. The
Executive Committee also functions as a nominating committee. In such
capacity, it will consider nominees recommended by security holders. As of
the date hereof, it has not established any specific procedures to be followed
in submitting recommendations.
The Asset Management and Program Development Committee monitors the
Trust's investment practices and policies, reviews proposed changes thereto,
and considers new investment practices and policies. This Committee is
currently composed of Union Trustees Hanley, Hill and Stern, and Management
Trustees Duvernay, Latimer, Spear and Stanley. Mr. Stanley served as chairman
of this Committee, which met 2 times during 1999.
The Marketing Committee oversees the marketing policies and strategies of
the Trust. This Committee is currently composed of Union Trustees Chavez-
Thompson, Maddaloni and Monroe, and Management Trustees Fleischer, Kardy and
Spear. Mr. Fleischer served as chairman of this Committee, which met 2 times
during 1999.
The Legal and Audit Committee monitors the legal and accounting practices
and performance of the Trust's staff and of its counsel and independent public
accountants. This Committee is currently composed of Management Trustees
Cullerton, Latimer, Stanley and Wiegert, and Union Trustees Trumka, Hurt and
Joyce. Mr. Hurt served as chairman of this Committee, which met times during
1999.
No committee functions as a compensation committee as such. The
Executive Committee, however, does make recommendations to the Board of
Trustees concerning compensation payable to Trustees acting in their
capacities as trustees, and compensation payable to executive officers.
The Board of Trustees met 2 times during the Trust's fiscal year ended
December 31, 1999, while the four committees of the Board of Trustees met a
total of 9 times. Trustees Chavez-Thompson, Georgine, Hanley, Hill, Joyce,
Kardy, Latimer, Maddaloni, Monroe, Stern and Trumka attended fewer than 75
percent of the aggregate of the total number of Board of Trustees meetings and
total number of meetings of all committees of which they were members during
the 1999 fiscal year. Trustees Chavez-Thompson, Georgine, Hill, Joyce,
Monroe, Stern and Trumka attended less than 50 percent.
COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS
During the fiscal year ended December 31, 1999, the Chairman received an
annual fee of $10,000. The Trust paid each Management Trustee who did not
waive such fee $500 per day for attendance at Board of Trustees meetings and
committee meetings. The Trust paid no fee to any Union Trustee. The
aggregate compensation paid to Trustees in the year ended December 31, 1999
was $15,250. The Trust reimbursed all Trustees for out-of-pocket expenses
incurred in attending Board of Trustees and committee meetings.
During the fiscal year ended December 31, 1999, the Trust employed
Stephen Coyle as Chief Executive Officer pursuant to an employment agreement.
During that period, Mr. Coyle's compensation from the Trust was $162,731 in
salary and cash compensation, $88,581 of deferred compensation and interest on
compensation previously deferred received in lieu of participation in the
Retirement Plan, and $1,450 in matching funds under the AFL-CIO Housing
Investment Trust 401(k) Retirement Plan (the "401(k) Plan"). Pursuant to his
employment agreement, Mr. Coyle also received health and welfare and life
insurance benefits substantially equivalent to those provided to Trust
executive officers.
The following table sets forth all compensation, including deferred
compensation, which was paid during 1999 to all executive officers and
directors of the Trust.
1999 COMPENSATION TABLE
NAME OF PERSON, AGGREGATE PENSION ESTIMATED TOTAL
POSITION COMPENSATION OR RETIREMENT ANNUAL COMPENSATION
FROM TRUST<F1> BENEFITS BENEFITS FROM TRUST
($) ACCRUED AS UPON PAID TO
PART OF TRUST RETIREMENT DIRECTORS<F3>
EXPENSES ($) <F2>($) ($)
- ------------------------------------------------------------------------------
Stephen Coyle<F4>
Chief Executive can not be not
Officer 162,731 88,581 determined applicable
Michael M. Arnold<F5>
Executive Vice not
President - Marketing 125,847 26,253 70,217 applicable
<F1> Compensation figures represent 100% of each executive officer's
compensation for time devoted to Trust matters. Approximately 25% of Mr.
Coyle's time, 36% of Mr. Arnold's time, 23% of Ms. Kanovsky's time, 0% of Mr.
Martin's time, 2% of Mr. Thompson's time and 0% of Mr. Roark's time was
devoted to matters relating to the AFL-CIO Building Investment Trust ("BIT").
Mr. Coyle received direct compensation from BIT Limited Partnership in
addition to the amount set forth above.
<F2> The Internal Revenue Code limits the permissible benefit payments that
may be paid under the Retirement Plan. Consequently, the amounts of
retirement benefits that actually may be paid to individual employees may be
significantly lower than as shown, depending on several factors, including but
not limited to the employee's years of service, level of compensation, and
actual year of retirement.
<F3> Includes compensation from the Trust and all other registered 1940 Act
companies that have a common investment advisor with the Trust, or an
investment advisor that is an affiliated person of the Trust's investment
advisor.
<F4> Aggregate Compensation includes $9,016 of deferred compensation in 1999
under the 401(k) Plan, and excludes compensation deferred in lieu of
participation in the Retirement Plan and interest thereon. Pension or
Retirement Benefits as Part of Trust Fund Expenses includes $1,450 of matching
funds accrued under the 401(k) Plan and $88,581 of deferred compensation in
lieu of participation in the Retirement Plan. The total amount deferred by
Mr. Coyle through December 31, 1999 in lieu of participation in the Retirement
Plan, including interest, is $415,836 and the total amount deferred under the
401(k) Plan through December 31, 1999, including interest and Trust matching,
is $38,816.
<F5> Aggregate Compensation includes $10,000 of deferred compensation in 1999
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Mr. Arnold's behalf. Pension or Retirement Benefits as Part of Trust Fund
Expenses includes $1,450 of matching funds accrued under the 401(k) Plan and
$24,803 contributed to the Retirement Plan in 1999. The total amount deferred
by Mr. Arnold as of December 31, 1999 under the 401(k) Plan, including
interest and Trust matching, is $437,117.
Helen R. Kanovsky<F6>
Executive Vice
President - Finance not
and Administration 42,056 7,046 18,719 applicable
ElChino Martin <F7>
Former General not
Counsel 141,257 20,023 25,720 applicable
Harry Thompson<F8> not
Former Controller 130,401 21,092 31,368 applicable
Patton H. Roark, Jr.<F9>
Portfolio not
Manager 117,493 17,494 19,025 applicable
Richard Ravitch,
Chairman 10,000 0 0 10,000
Linda Chavez-
Thompson,
Union Trustee 0 0 0 0
Arthur A. Coia, 0 0 0 0
<F6> Aggregate Compensation includes $0 of deferred compensation in 1999
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Ms. Kanovsky's behalf. Pension or Retirement Benefits as Part of Trust
Fund Expenses includes $0 of matching funds accrued under the 401(k) Plan and
$7,046 contributed to the Retirement Plan in 1999. The total amount deferred
by Ms. Kanovsky as of December 31, 1999 under the 401(k) Plan, including
interest and Trust matching, is $0.
<F7> Aggregate Compensation includes $10,000 of deferred compensation in 1999
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Mr. Martin's behalf. Pension or Retirement Benefits as Part of Trust Fund
Expenses includes $1,450 of matching funds accrued under the 401(k) Plan and
$18,573 contributed to the Retirement Plan in 1999. The total amount deferred
by Mr. Martin as of December 31, 1999 under the 401(k) Plan, including
interest and Trust matching, is $0. Mr. Martin resigned effective November 1,
1999.
<F8> Aggregate Compensation includes $10,000 of deferred compensation in 1999
under the 401(k) Plan, and excludes amounts contributed to the Retirement
Plan on Mr. Thompson's behalf. Pension or Retirement Benefits as Part of
Trust Fund Expenses includes $1,450 of matching funds accrued under the 401(k)
Plan and $19,643 contributed to the Retirement Plan in 1999. The total amount
deferred by Mr. Thompson as of December 31, 1999 under the 401(k) Plan,
including interest and Trust matching, is $140,881.
<F9> Aggregate Compensation includes $3,265 of deferred compensation in 1999
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Mr. Roark's behalf. Pension or Retirement Benefits as Part of Trust Fund
Expenses includes $1,450 of matching funds accrued under the 401(k) Plan and
$16,044 contributed to the Retirement Plan in 1999. The total amount deferred
by Mr. Roark as of December 31, 1999 under the 401(k) Plan, including interest
and Trust matching, is $21,837.
Robert A. Georgine,
Union Trustee 0 0 0 0
Francis X. Hanley,
Union Trustee 0 0 0 0
Edwin D. Hill,
Union Trustee 0 0 0 0
Frank Hurt, 0 0 0 0
Union Trustee
John T. Joyce, 0 0 0 0
Union Trustee
Martin J. Maddaloni 0 0 0 0
Union Trustee
Michael Monroe, 0 0 0 0
Union Trustee
Andrew Stern, 0 0 0 0
Union Trustee
John Sweeney, 0 0 0 0
Union Trustee
Richard Trumka, 0 0 0 0
Union Trustee
John Cullerton
Management Trustee 0 0 0 0
Terence R. Duvernay,
Management Trustee 0 0 0 0
Alfred J. Fleischer,
Management Trustee 2,000 0 0 2,000
Walter Kardy, 0 0 0 0
Management Trustee
George Latimer, 0 0 0 0
Management Trustee
Marlyn J. Spear,
Management Trustee 0 0 0 0
Tony Stanley,
Management Trustee 3,250 0 0 3,250
Patricia F. Wiegert, 0 0 0 0
Management Trustee
All Directors and
Officers as a Group*
(27 persons) $735,035 $ 180,489 $165,049 $15,250
----------------------
*In addition, the Trust has an additional 26 employees who received
compensation in excess of $60,000 from the Trust during 1999; these employees
are not involved in the management of the Trust's portfolio.
Prior to October 1, 1990, the Trust had not established or adopted any
bonus, profit sharing, pension, retirement, stock purchase or other
compensation or incentive plans for its officers and employees. Personnel
(other than the Chief Executive Officer) were provided pursuant to a Personnel
Contract between the Trust and the AFL-CIO, whereby the Trust reimbursed the
AFL-CIO for the AFL-CIO's costs of employing the personnel. While the
Personnel Contract was in effect, the personnel participated in the AFL-CIO
Deferred Compensation Plan, a defined contribution plan, and were subject to
the AFL-CIO Staff Retirement Plan ("Retirement Plan"), a defined benefit plan.
Any amounts contributed by the AFL-CIO on behalf of such personnel pursuant to
the Retirement Plan were reimbursed by the Trust pursuant to the Personnel
Contract. The Trust adopted the Retirement Plan for all of its employees
except for its Chief Executive Officer, effective as of October 1, 1990.
Also, effective October 1, 1990, the Trust adopted the 401(k) Plan described
below for all of its employees including its Chief Executive Officer (and
subsequent Chief Executive Officers).
THE RETIREMENT PLAN
Under the Retirement Plan, contributions are based on an eligible
employee's base salary. In general, rates are determined actuarially every
other year. The Retirement Plan was funded by employer contributions at rates
of approximately 15.4% of eligible employees' base salaries during the twelve
months ended December 31, 1999. During 1999, the base salaries of Mr. Arnold,
Ms. Kanovsky, Mr. Martin, Mr. Thompson and Mr. Roark were $172,190, $145,000,
$139,201, $126,011 and $103,000, respectively.
The Retirement Plan is open to employees of the AFL-CIO and other
participating employers which are approved by the Retirement Plan's board of
trustees and that make contributions to the Retirement Plan on their behalf.
Such employees become members of the Retirement Plan on their first day of
employment that they are scheduled to work at least 1,000 hours during the
next 12 consecutive months.
The Retirement Plan provides a normal retirement pension to eligible
employees for life, beginning at age 65. The amount of this pension depends
on salary and years of credited service at retirement. Eligible employees
will receive 3.00 percent of the average of their highest three years'
earnings ("Final Average Salary") for each year of credited service up to 25
years, and 0.5 percent of their Final Average Salary of each year of credited
service over 25 years. Eligible employees must have at least five years of
service to retire and receive a monthly pension. Eligible employees generally
earn credited service toward their pension for each year that they work for a
participating employer.
An eligible employee can also receive full benefits after reaching age
55, if his or her age plus his or her years of service equals 80 or more. It
is also possible for an employee who meets the combination of 80 requirement
to retire after age 50, but in such event benefits would be reduced 4 percent
for each year or portion thereof that the employee is less than 55 years old.
Set forth below is a table showing estimated annual benefits payable upon
retirement <F10> in specified compensation and years of service
classifications. As of the date hereof, Mr. Arnold, Ms. Kanovsky and Mr.
Roark have approximately 15, 5 and 7 credited years of service, respectively,
under the Retirement Plan.
Years of Service
----------------
Final
Average Salary 15<F11> 20<F12> 25<F12> 30<F12> 35<F12>
- --------------- ---- -- -- -- --
$ 50,000 $22,500 $30,000 $37,500 $38,750 $40,000
70,000 31,500 42,000 52,500 54,250 56,000
100,000 45,000 60,000 75,000 77,500 80,000
<F10>The Internal Revenue Code limits the permissable benefit payments
that may be paid under the Retirement Plan. Consequently, the amounts
of retirement benefits that actually may be paid to individual employees
may be significantly lower than as shown, depending on several factors,
including, but not limited to, the employee's years of service,
level of compensation, and actual year of retirement.
<F11>3.00 percent per year up to 25 years.
<F12>0.5 percent per year over 25 years.
THE 401(K) PLAN
Under the 401(k) Plan, an eligible employee may agree with the Trust to
set aside up to 15 percent of his or her total compensation, up to a maximum
of $10,500 in 2000. In 2000, the Trust will match dollar-for-dollar the first
$1,500 contributed. The amount set aside by an eligible employee and the
amount of the Trust's matching contribution, if any, will be deposited in a
trust account in the employee's name. Every employee of the Trust is eligible
to participate in the 401(k) Plan provided such employee has reached the age
of 21 and is not a nonresident alien.
When a participating employee terminates his or her employment, retires
or becomes disabled, the employee will be able to receive as a lump sum
payment the salary reduction amounts that were contributed to the trust
account on the employee's behalf, the additional amounts that the Trust
contributed to the trust account on the employee's behalf, plus income (less
the employee's allocated share of expenses) earned on these contributions.
If the employee continues to work for the Trust, the employee cannot
withdraw these amounts unless the employee has a financial hardship. A
financial hardship is an immediate and heavy financial need for which the
employee has no other available resources, and includes medical expenses, the
purchase of a primary residence, the payment of tuition and related
educational fees and the need to prevent eviction from, or foreclosure on the
mortgage of, the employee's primary residence. The employee will be required
to present evidence of the financial hardship and upon submission of such
evidence may be entitled to withdraw an amount, up to the balance in the
employee's account, to meet the immediate financial need.
The amount in an employee's account must be distributed to the employee
in one lump sum or in periodic installments beginning the April 1 of the year
following the year in which the employee reaches age 70 1/2. Additionally,
these amounts must be distributed within a reasonable time following the
termination of the 401(k) Plan or the termination of the employee's employment.
An employee will be entitled to receive a distribution of the amounts in their
account upon the employee's attainment of age 65. A participating employee
may borrow from his or her account subject to certain prescribed limitations.
The following table sets forth the amounts paid or distributed pursuant
to the 401(k) Plan in 1999 to the executive officers listed in the
Compensation Table above, and the amounts deferred and accrued pursuant to the
401(k) Plan for the accounts of such individuals during 1998, the distribution
or unconditional vesting of which are not subject to future events.
Name of Individual Amount Paid or Amount Employer
Number of Group Distributed ($) Deferred ($) Matching ($)
Stephen Coyle -0- 9,016 1,450
Michael M. Arnold -0- 10,000 1,450
Helen R. Kanovsky -0- -0- -0-
ElChino Martin -0- 10,000 1,450
Harry W. Thompson -0- 10,000 1,450
Patton H. Roark, Jr. -0- 3,265 1,450
All executive officers
as a group (6 persons) -0- 42,281 7,250
APPROVAL OF AMENDMENTS TO THE DECLARATION OF TRUST
PROPOSAL IV: TO APPROVE AN AMENDMENT TO THE TRUST'S DECLARATION OF TRUST TO
MODIFY CERTAIN ELIGIBILITY CRITERIA APPLICABLE TO THE NOMINATION
AND ELECTION OF MANAGEMENT TRUSTEES.
The Trust's Board is currently permitted under Section 2(3) of the
Declaration of Trust to be comprised of up to twelve Management Trustees who
shall be (i) officers or management employees of one or more organizations
contributing directly or indirectly through contractors to an Eligible Pension
Plan as defined in Section 5.2 of the Declaration of the Trust, or officers or
management employees of such an Eligible Pension Plan, or (ii) with respect to
not more than two of the Management Trustees, an officer, director, or trustee
of an organization connected in whole or in part with the housing industry, or
an elected or appointed official of the federal or any state or local
government or an agency or instrumentality thereof. The Board of Trustees has
approved, subject to approval by the Participants at the Meeting, an amendment
to the Trust's Declaration of Trust which would modify certain of the
eligibility criteria applicable to the nomination and election of Management
Trustees.
The amendment is designed to allow for the greater utilization on the
Board of Trustees of individuals with expertise and background in areas of
finance and real estate development, which are of increasing relevance to the
work of the Trust as the Trust grows and as its investment and portfolio
management activities become more sophisticated in nature.
The Trust proposes to expand to four (4) the maximum number of Management
Trustees who could be from backgrounds other than officers or management
employees of pension plans eligible to participate in the Trust or from
contractors contributing to such plans. Currently, only two (2) Management
Trustees, out of the maximum of twelve (12) Management Trustees, may be from
such backgrounds.
The proposed amendment would also slightly expand the kinds of private
organizations in which such individuals may be officers, directors, or
trustees to include organizations connected with finance and real estate
development. Currently such Management Trustees are limited to the officers,
directors, or trustees of organizations connected to the housing industry or
to the elected or appointed officers of federal, state, or local governments
or government agencies.
The proposed amendment would leave unchanged all other aspects of Section
2(3), including the total size of the Board; the requirement that the total
number of Management Trustees never exceed the total number of Union Trustees,
except as the result of a vacancy during an unexpired term caused by death or
resignation; and the requirement that the Chairman be an individual who is not
an officer, trustee or employee of any organization that is a Participant in
the Trust.
THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" APPROVAL
OF THE PROPOSED AMENDMENT TO THE DECLARATION OF TRUST.
DESIGNATION OF AUDITORS
PROPOSAL V:TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS
The Participants will be requested to ratify the Board of Trustees'
selection of Arthur Andersen LLP as the independent public accountants for the
Trust for the current fiscal year. Representatives of Arthur Andersen LLP
will be present at the Meeting. They will be given an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" THE RATIFICATION
OF THE SELECTION OF ARTHUR ANDERSEN LLP AS THE TRUST'S INDEPENDENT PUBLIC
ACCOUNTANT FOR FISCAL 2000.
PROPOSALS FOR 2001 ANNUAL MEETING OF PARTICIPANTS
Participants who wish to make a proposal to be included in the Trust's
proxy statement and form of proxy for the Trust's 2001 Annual Meeting of
Participants (expected to be held in April 2001) must cause such proposal to
be received by the Trust at its principal office not later than December 15,
2000.
OTHER MATTERS
The Trust currently has no independent investment adviser other than
Wellington Management Company LLP. Investment decisions with respect to Trust
assets other than those subject to the Investment Advisory Agreement with
Wellington Management Company are made by the Chief Executive Officer, the
Executive Vice President - Marketing, the Executive Vice President - Finance
and Administration and the Portfolio Manager of the Trust under the
supervision of the Executive Committee and, ultimately, the Board of Trustees.
Because the Chief Executive Officer, the Executive Vice President - Marketing,
the Executive Vice President - Marketing and the Portfolio Manager are
officers of the Trust and are not engaged in the business of providing
securities investment advice to others, they are not registered as investment
advisers under the Investment Advisers Act. For the foregoing reasons, the
Participants will not be asked at the Meeting to approve any investment
advisory contract relating to the Chief Executive Officer, the Executive Vice
President - Marketing, the Executive Vice President - Marketing and the
Portfolio Manager.
At the date of this Proxy Statement, the Trustees knows of no other
matters that may come before the Meeting. If any other matter properly comes
before the Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the Units represented by such Proxy in accordance with
their best judgment.
Participants who are unable to attend the Meeting in person are urged to
forward their Proxies without delay. A prompt response will be appreciated.
By Order of the Board of Trustees
STEPHEN COYLE, Chief Executive Officer