COR DEVELOPMENT, LLC
NOTICE OF THE ANNUAL MEETING OF MEMBERS
August XX, 2001
TO THE MEMBERS OF COR DEVELOPMENT, LLC:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Members of
COR Development, LLC, a Kansas limited liability company, will be held
on September 17, 2001, at 5:00 p.m., local time, at 13720 Roe, Room
407, Leawood, Kansas 66224, for the following purposes:
1. To amend certain provisions of the Operating Agreement as
described in the Proxy Statement;
2. Ratification of auditors; and
3. To vote upon such other matters as may properly come before
the meeting or any adjournment thereof.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice.
Only members of record at the close of business on August 7, 2001,
are entitled to notice of and to vote at the meeting. The stock transfer
books will not be closed between the record date and the date of the
meeting. A list of members entitled to vote at the Annual Meeting will
be available for inspection at the executive offices of COR Development
for a period of ten days before the Annual Meeting.
All members are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to
sign and return the enclosed Proxy as promptly as possible in the envelope
enclosed for that purpose.
Any member attending the meeting may vote in person even if he or
she has returned a Proxy.
Sincerely,
Robert M. Adams
Manager
August XX, 2001
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF
UNITS YOU OWN. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE READ THE ATTACHED PROXY STATEMENT
CAREFULLY, AND COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
PROXY STATEMENT
TABLE OF CONTENTS
GENERAL 1
Revocability of Proxies 1
Solicitation 1
Deadline for Receipt of Member Proposals 2
Record Date and Voting 2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 2
SECURITY OWNERSHIP OF MANAGEMENT 2
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING 3
Proposal One-Amendment of Operating Agreement 3
Proposal Two-Amendment of Operating Agreement 4
Proposal Three-Amendment of Operating Agreement 5
Proposal Four-Amendment of Operating Agreement 6
Proposal Five-Ratification of Auditors 8
PLAN OF OPERATION 8
OTHER MATTERS 9
FORM 10-KSB 9
APPENDIX A - PROXY CARD 10
COR DEVELOPMENT, LLC
13720 Roe
Leawood, Kansas 66224
PROXY STATEMENT
FOR THE ANNUAL MEETING OF MEMBERS
TO BE HELD ON SEPTEMBER 17, 2001
General
The enclosed proxy ("Proxy") is solicited on behalf of the Managers
of COR Development, LLC, a Kansas limited liability company ("COR
Development" or the "Company"), for use at the Annual Meeting of Members to
be held on September 17,2001, (the "Annual Meeting"). The Annual Meeting will
be held at 5:00 p.m., local time, at 13720 Roe, Room 407, Leawood, Kansas 66224.
These proxy solicitation materials were mailed on or about August
XX, 2001 to all members entitled to vote at the Annual Meeting.
Revocability of Proxies
Any person giving a Proxy has the power to revoke it at any time before its
exercise. It may be revoked by filing with the Managers of COR Development
at COR Development's offices, at 13720 Roe, Leawood, Kansas 66224, a notice
of revocation or another signed Proxy with a later date. Any person may also
revoke his or her Proxy by attending the Annual Meeting and voting in person.
Solicitation
COR Development will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the
Proxy and any additional soliciting materials furnished to members. Copies
of solicitation materials will be furnished to fiduciaries, and custodians
holding units in their names that are beneficially owned by others so that
they may forward this solicitation material to such beneficial owners. In
addition, COR Development may reimburse such persons for their costs in
forwarding the solicitation materials to such beneficial owners. The
original solicitation of proxies by mail will be supplemented by solicitation
by telephone, telegram, or other means by managers or employees of COR
Development. No compensation will be paid to managers or employees for any
such services.
Deadline for Receipt of Member Proposals
Proposals of members of COR Development that are intended to be presented by
such members at the 2001 Annual Meeting of Members must be received by COR
Development no later than September 3, 2001, in order that they may be presented
at that meeting.
Record Date and Voting
There are two classes of securities, common units and preferred units. On July
25,2001, 252,350 common units (individually, a "Common Unit" and collectively,
the "Common Units") and 596,803 preferred units (individually, a "Preferred
Unit"and collectively, the "Preferred Units") were outstanding. Abstentions
are counted as present for the purpose of determining the presence of a quorum
for the transaction of business. Each member is entitled to one vote for each
Common Unit or Preferred Unit held. All votes will be tabulated by the
inspector of election appointed for the meeting, who will separately tabulate
affirmative and negative votes and abstentions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
(1) (2) (3) (4)
Title of Class Name and Amount and Percent of class
Address of Nature of
Beneficial Beneficial
Owner Owner
Preferred Robert Kirkpatrick 60,000 units 10%
P.O. Box 130
Louisburg, KS 66053
SECURITY OWNERSHIP OF MANAGEMENT
(1) (2) (3) (4)
Title of Class Name and Amount and Percent of class
Address of Nature of
Beneficial Beneficial
Owner Owner
Preferred Robert M. Adams 1,500 shares 2%
12340 High Dr.,
Leawood, KS 66209
Common Robert M. Adams 1,500 shares 0.6%
12340 High Dr.,
Leawood, KS 66209
Preferred Fred Ball 25,000 shares 4.2%
5300 Speaker Road,
Kansas City, KS 66106
Preferred Steven L. Eginoire 10,000 shares 1.7%
12512 Sherwood
Leawood, KS 66209
Common Steven L. Eginoire 10,000 shares 4%
12512 Sherwood
Leawood, KS 66209
Common Arthur E. Fillmore 500 shares 0.2%
4435 Main Street
Kansas City, MO 64111
Preferred John Scott Harrison 5,000 shares 0.8%
5641 Suwanee
Fairway, KS 66205
Preferred James M. Selle 1,000 shares 0.2%
214 W. 114th Street
Kansas City, MO 64114
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
The Operating Agreement of COR Development has an inconsistency regarding who
may determine if distributions are to be made to the holders of the common
units or the preferred units and a provision regarding compensation of a
member that may limit the Managers' ability to employ any member and
compensate him or her appropriately. The Managers believe that it is
necessary to eliminate this inconsistency and to amend the other provision.
Section 6.2(iii) of the Operating Agreement provides that the members of COR
Development determine if a distribution is to be made to the holders of the
common units or the preferred units. In other provisions of the Operating
Agreement, the Managers are given the authority to determine if these
distributions are to be made. Section 6.2(vi) of the Operating Agreement
provides that the members of COR Development determine if any compensation
should be paid to a member for services. Because members will generally only
be able to act at an annual or special meeting with notice having to be
printed and sent out to all members, the cost for the members to make this
determination would be much greater than the Managers meeting to make that
determination. As well, because the Managers may wish at some time to employ
a member for his or her services, the Managers' ability to do so would be
greatly limited if a meeting of the members had to be called before the
Managers could employ that person and compensate him or her appropriately.
Finally, our accountants have recommended technical changes in Article VIII
to properly allow for the allocation of profit and loss. A new restated
Article VIII is proposed. Finally we ask for your ratification of our
selection of the CPA firm of Marks Nelson Vohland & Campbell, LLC, PA
as our auditors.
PROPOSAL ONE - AMENDMENT OF OPERATING AGREEMENT
The Managers propose that the following Section of the Operating
Agreement be amended:
The first sentence of Section 5.1.3.1 of the Operating Agreement would be
changed to read as follows:
Subject to the limitations set forth in this Agreement, the holders of the
Preferred Units shall be entitled to receive cumulative preferred return per
annum as set forth below from funds legally available therefore, when, as and
if declared by the Managers.
The Managers recommend that the members vote FOR this amendment of the
Operating Agreement of COR Development.
PROPOSAL TWO - AMENDMENT OF OPERATING AGREEMENT
The Managers propose that the following Section of the Operating
Agreement be amended as follows:
Section 6.2(iii) of the Operating Agreement will be deleted.
The Managers recommend that the members vote FOR this amendment of the
Operating Agreement of COR Development.
PROPOSAL THREE - AMENDMENT OF OPERATING AGREEMENT
The Managers propose that the following Section of the Operating
Agreement be amended as follows:
Section 6.2(vi) of the Operating Agreement will be deleted.
The Managers recommend that the members vote FOR this amendment of the
Operating Agreement of COR Development.
If the foregoing two subsections of Section 6.2 of the Operating
Agreement are deleted, the last paragraph of Section 6.2 of Operating
Agreement would be amended to read as follows:
Notwithstanding the foregoing, no act shall be taken, sum expended, decision
made or obligation incurred by the Company or the Managers, with respect to a
matter deemed to be a major decision (hereinafter called "Major Decisions"),
as enumerated below, unless such Major Decision has been approved by a majority
of the Members. The Major Decisions are:
i. The amendment, alteration or revision of this Operating
Agreement;
ii .The adoption or assumption of any contractual or other obligation, the
value of which exceeds $5,000,000.00;
iii. The making of the Company as a surety, guarantor or accommodation party
to any transaction, agreement or obligation;
iv. The assignment, transfer, pledge, release or compromise of any claims or
debts due to the Company in excess of $5,000,000.00; and
v. Any other decision or action which by any provision of this
Operating Agreement is required to be approved by the Members.
PROPOSAL FOUR - AMENDMENT OF OPERATING AGREEMENT
The Managers recommend that the current Article VIII be deleted in its
entirety and that the following Article VIII be substituted therefore:
ARTICLE VIII. ALLOCATION OF PROFITS AN LOSSES
Section 8.1 Definitions Regarding Allocations. For purposes of this Article
VIII the following terms have the following meanings:
(A) "Adjusted Capital Account Balance" means the balance (be it positive or
negative) which would be obtained by adding to a Member's or Successor's
CapitalAccount balance such Member's or Successor's share of the "Company
Minimum Gain"and "Member Nonrecourse Debt Minimum Gain" (as hereinafter defined
and determined in accordance with Treasury Regulation 1.704-2).
(B) "Agreed Contribution Amount" means, as of the end of the applicable whole
or partial fiscal year of the Company, the amount (if any) which the Member's
or Successor in question would be required to contribute to the Capital of the
Company pursuant to Section 8.1 hereof if the Company's assets were wholly
worthless and a call made under Section 8.1 to generate the funds necessary to
pay off all of the Company's liabilities (other than "nonrecourse liabilities"
as that term is used in the Treasury Regulation promulgated under Section 752
of the Code).
(C) "Net Loss" for a whole or partial fiscal year of the Company means the
excess, if any, of (1) the sum of the Company's items of deduction except
interest expenses (excluding all items of deduction and loss allocated pursuant
to Section 8.2) for such period over (2) the sum of the Company's items of
income and gain (excluding all items of income and gain allocated pursuant to
Section 8.2) for such period.
(D) "Net Profit" for a whole or partial fiscal year of the Company means the
excess, if any, of (1) the sum of the Company's items of income and gain
(excluding all items of income and gain allocated pursuant to Section 8.2)
such period over (2) the sum of the Company's items of deduction except
interest expenses and loss (excluding all items of deduction and loss allocated
pursuant to Section 8.2) for such period.
(E) "Nonrecourse Deductions" has the same meaning assigned to such phrase in
Treasury Regulation 1.704-2.
(F) "Company Minimum Gain" has the same meaning assigned to such phrase under
Treasury Regulation 1.704-2.
(G) "Member Nonrecourse Debt Minimum Gain" has the same meaning assigned to
such phrase under Treasury Regulation 1.704-2
(H) "Member Nonrecourse Deductions" has the same meaning assigned to such
phrase under Treasury Regulation 1.704-2.
(I) "Preferred Unit Amount" means the amount which is the sum of (1) a
Preferred Unit Member or Successor's Contribution Account balance (if any),
plus (2) such Member's or Successor's Undistributed preferred Return (if any),
determined as of the last day of the whole or partial fiscal year or other
period in question.
(J) "Residual Capital Account Balance" means the excess (if any) of the amount
of a Successor's positive Adjusted Capital Account Balance over such Partner's
ofSuccessor's Preference Capital Amount.
(K) "Interest Expense" means all items of deduction incurred by the Company
that represents the cost of borrowing funds of any nature.
(L) "Gross Income" means the sum of all items of income and gain recognized
by the Company during any fiscal year
Section 8.2 Nonrecourse Deductions: Minimum Gain ChargebackS
(A) Special Allocation: Any Interest Expense that is incurred by the Company
during each fiscal year shall be allocated to the Common Unit Holders in their
relative Contribution Percentages.
(B) Gross Income Allocation: Amounts of Gross Income shall first be allocated
to the Preferred Unit Holders, in their relative Contribution Percentages, in an
amount that causes their Adjusted Capital Account Balances to be the same as the
balance of their Preferred Unit Amount.
(C) The Partnership's Nonrecourse Deductions (if any) for each fiscal year
of the Company shall, subject to Section 8.4 (relating to among other things,
allocations to take into account book/tax disparities), be allocated to common
members for both book and tax purposes, in accordance with their relative
Distribution Percentages during such period. The Company's Member Nonrecourse
Deductions (if any) shall be allocated among the Members accordance with
Treasury Regulation 1.704-2(i).
(D) If there is a net decrease in Company Minimum Gain and/or Member
Nonrecourse Debt Minimum Gain during a fiscal year of the Company, then prior
to making the other allocations provided for in this Article IV for such fiscal
year, the Member shall be allocated items of income and gain for such year in
the manner and relative amounts (if any) required by the applicable provisions
of Treasury Regulation 1.704-2 regarding "minimum gain chargebacks" and/or the
"chargeback of partner nonrecourse debt minimum gain," as applicable.
(E) The allocations set forth in the foregoing provisions of this Section 8.2
shall be made after taking into account all distributions of Company Operating
Proceeds made through the end of the period in question.
Section 8.3 Allocation of Net Profit and Net Loss. Subject to Section
8.4, the Company's Net Loss or Net Profit (as the case may be) for each fiscal
year of the Company shall, after taking into account (and adjusting the
Member's Capital Accounts for) all distributions of Operating Proceeds made
through the end of the period in question, and all allocations pursuant to
Section 8.2 for the period in question, but prior to making distributions of
Dissolution Proceedsbe allocated among the Partners as follows:
(A) If there is a Net Loss for such fiscal year, such Net Loss shall be
allocated as follows and in the following order of priority:
(1) First, to the Common Unit Member and Successors, in the relative amounts,
and up to the aggregate amount, necessary so that their Residual Capital
AccountBalances (if any) will be in the ratio of their Distribution
Percentages;
(2) Next, to the Common Unit Member and Successors, in the ratio of
Their Residual Capital Account Balances, up to the aggregate amount necessary
to reduce such Residual Capital Account Balances to zero;
(3) Next, to the Preferred Unit Member and Successors, in the ratio
of their Residual Adjusted Capital Account Balances, up to the aggregate
amount necessary to reduce their Adjusted Capital Account Balances to zero;
(4) Next, among the Members and Successors with Agreed Contribution
Amounts, in the ratio of such Agreed Contribution Amounts, up to the aggregate
amountof such Agreed Contribution Amounts; and
(5) Then, any remaining Net Loss to the Members in proportion to their
respective Distribution Percentages.
(B) If there is a Net Profit for such fiscal year, such Net Profit shall be
allocated as follows and in the following order of priority:
(1) First, to the Common Unit Member and Successors with negative Adjusted
Capital Account Balances (if any), in the ratio of such negative Adjusted
Capital Account Balances, up to the amount necessary to restore all such
Adjusted Capital Account Balances to zero;
(2) Next, to the Common Unit Member and Successors in the relative amounts,
and up to the aggregate amount (if any) necessary so that the Capital Account
Balances of the Common Unit Members will be in the ratio of their respective
Distribution Percentages.
Section 8.4 Allocations with Respect to Tax Matters.
(A) Solely for tax purposes, income, gain, loss and deduction with respect
to property contributed to the Company by any Member or Successor shall be
allocated in accordance with Section 704(c) of the Code, Treasury Regulations
issued thereunder, and Treasury Regulation 1.704-1(b)(2)(iv)(g), so as to take
account of any variation between the basis of the property to the Company and
its fair market value at the time of contribution.
(B) For purposes of determining shares of nonrecourse liabilities of the
Company under Treasury Regulation 1.752-3(a)(3), it is hereby specified (in
accordance with such Treasury Regulation) that the percentage interest in
Company profits ofeach Member or Successor is the same as his Distribution
Percentage.
(C) If the Company "revalues" its property under the provisions of Treasury
Regulation 1.704-1(b)(2)(iv)(f), the Capital Accounts shall be adjusted in
accordance with Treasury Regulation 1.704-1(b)(2)(iv)(g) for allocations of
depreciation, depletion, amortization and gain or loss, as computed for book
purposes, with respect to so much of the Company's property as has been
subject to such "revaluation" as that term is used in Treasury Regulation
1.704-1(b)(2)(iv)(f) (the "Revalued Property"). The distributive shares of the
Members and Successors of depreciation, depletion, amortization and gainor loss
with respect to Revalued Property, as computed for tax purposes, shall be
determined so as to take account of the variation between the adjusted tax
basis and book value of such Revalued Property in the same manner as under
Section 704(c) of the Code.
(D) If during any taxable year of the Company there is a change in the Interest
of any Member or Successor in the Company, then the Manager shall cause the
allocations of the Company's income, gains, losses, deductions and credits (and
items thereof) to be made in a manner which takes into account the varying
interests of the Members and Successors in the Company during such taxable year
in accordance with Code Section 706(d) and the Treasury Regulations thereunder.
(E) The Managers are hereby authorized and directed to specially allocate items
of income, gain, loss and deduction among the Members during any fiscal year of
the Company and/or upon the Company's liquidation and termination (in any
reasonablemanner which it determines appropriate) so as to cause the Members
Capital Accounts to be consistent with the manner in which they agreed to share
distributions hereunder (as reflected in Article VIII and Section 8.3). Each
Memberagrees that he will not (1) file any federal, state or local income tax
return which would be inconsistent or at variance herewith, or (2) challenge or
contest the validity or propriety of the allocations made under the authority of
this Paragraphby the Manager.
Section 8.5 Special Gross Income Allocation
Notwithstanding the allocations made pursuant to sections 8.2, 8.3 or 8.4,
should in any year a distribution be made to a Preferred Unit Holder in an
amount that would cause their Adjusted Capital Account Balance to be reduced
below zero and insuch a year there is insufficient amounts of Gross Income to
allocate to bring their Adjusted Capital Accounts to zero, then items of Gross
Income shall be "created" and allocated to them in an amount sufficient to cause
their AdjustedCapital Account Balances to be zero. The offsetting items of
deductions "created" shall be allocated to the Common Unit Holders in their
respective contribution percentages.
PROPOSAL FIVE - RATIFICATION OF AUDITORS
The Managers recommend that you ratify their selection of the CPA firm of Marks
Nelson Vohland & Campbell, LLC, PA ("MNVC"), 4601 College Blvd., Leawood,
Kansas 66211, as our auditors. MNVC has extensive experience in Public
accounting, including significant experience in auditing the financial records
of public companies such as COR Development. MNVC is independent from COR
Development, as required by the AICPA and the SEC. We have paid MNVC a total
of $2,4080.00 for non-audit consulting servicesin 2000. No other fees for audit
or non-audit serviceswere paid to MNVC during 2000. We ask that you ratify
their one-year appointment as our auditors.
The Managers recommend that the members vote FOR this amendment of the Operating
Agreement of COR Development.
Approval of an amendment to the Operating Agreement requires a majority vote of
the members.
PLAN OF OPERATION
For the next twelve (12) months, COR Development will be actively
Involved in the development of the 47 acres that were purchased in part with the
proceeds of the offering of the Common Units and the Preferred Units. During
the next few months, COR Development will be finalizing the site plans for the
building of the facilities for the office, retail and hotel space. We will then
be conducting meetings with the staff of the City of Leawood, Kansas and
meetings with adjacent property owners in preparation for receiving approval of
the site plans and receiving building permits for the construction of the
facilities.
We will employ a construction company for the construction of the facilities and
the overall management of the construction. As of this date, we have selected
Walton Construction Co., Inc. to act as the general contractor for the building
of the facilities. As of this date, we also have selected a company to serve as
the entity to assist with securing the approval of the site plans and to obtain
tenants for the facilities.
During the coming twelve months, construction will commence on the facilities.
This construction will involve selective demolition, earthwork, construction of
underground duct and utility structures, construction of sanitary sewerage and
storm drainage and installation of pavement.
At this time, we have sufficient cash to proceed forward with the development
of the real estate until we obtain a construction loan. We anticipate obtaining
a construction loan at the end of the current calendar year or at the beginning
of the next calendar year. We currently anticipate that the principal amount of
the construction loan will be approximately $39,000,000. This construction loan
will provide sufficient funds to proceed with the construction. If a
construction loan is not obtained, we will not be able to continue with the
construction of the facilities.
Based upon the current site plans, there will be approximately 500,000 square
feet of retail and office space. The facilities will be on 36 acres. The
current site plans will include a 120-room hotel, 197,000 square feet of retail
space, 243,000 square feet of office space, a bank and five restaurants. The
current site plans provide more square feet of retail and office space then
originally anticipated in the prospectus which indicated a combined 329,000
square feet of retail and office space. The reconfiguration of the facilities
on the property has allowed for more space to use and to rent.
The construction will continue for an extended time. We anticipate that the
construction of all of the facilities should occur in 2005.
OTHER MATTERS
COR Development knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters properly come before
the annual meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Managers may recommend.
Discretionary authority with respect to such other matters is granted by the
execution of the enclosed Proxy.
FORM 10-KSB
COR Development did not file an Annual Report for 2000 on Form 10-KSB with the
Securities and Exchange Commission (the "SEC") because no sales of the Common
Units or the Preferred Units were actually consummated in calendar year 2000.
For calendar year 2001 and the years thereafter as required by the SEC, COR
Development will be required to file an Annual Report.
COR Development knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters properly come before
the Annual Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Managers may recommend.
Discretionary authority with respect to such other matters, is granted by the
execution of the enclosed Proxy.
Dated: August XX, 2001 THE MANAGERS OF COR
DEVELOPMENT, LLC
/S/ Arthur E. Fillmore, II
__________________________
APPENDIX A
Leawood, Kansas
COR DEVELOPMENT, LLC
Proxy Solicited by the Managers
For the Annual Meeting of Members
To Be Held
September 17, 2001
The undersigned hereby constitute(s) and appoint(s) the Managers of
COR Development, LLC, a Kansas limited liability company, and each of them, the
true and lawful attorneys and proxies of the undersigned with full power of
substitution and appointment, for and in the name, place and stead of the
undersigned, to act for and to vote all of the undersigned's' Common Units
and/or Preferred Units of COR Development, LLC (the "Units") at the Annual
Meeting of Members to be held at 13720 Roe, Leawood, Kansas 66224 on September
17, 2001 at 5:00 p.m. Central Daylight Time, and at any and all adjournments
thereof as specified below and on any other matters that may properly come
before the meeting:
(1) Proposal One - Amendment of Operating Agreement (Section
5.1.3.1 of the Operating Agreement):
( ) For ( ) Against ( ) Abstain
(2) Proposal Two - Amendment of Operating Agreement (Section
6.2(iii) of the Operating Agreement):
( ) For ( ) Against ( ) Abstain
(3) Proposal Three - Amendment of Operating Agreement (Section
6.2(vi) of the Operating Agreement):
( ) For ( ) Against ( ) Abstain
(4) Proposal four - Amendment of Operating Agreement (Section 8
of the Operating Agreement):
( ) For ( ) Against ( ) Abstain
(5) Member Proposal:
( ) For ( ) Against ( ) Abstain
All as set forth in the Proxy Statement.
In their discretion, the proxies are authorized to vote upon such other
business as may lawfully come before the meeting; hereby revoking any
proxies as to said Units heretofore given by the undersigned and ratifying
and confirmingall that said attorneys and proxies may lawfully do by virtue
hereof.
It is understood that this proxy confers discretionary authority in
respect to matters not known or determined at the time of the mailing of the
Notice of Annual Meeting of Members to the undersigned. The proxies and
attorneys intend to vote the Units represented by this proxy on such matters,
if any, as determined by the Managers.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Members and the Proxy Statement furnished therewith.
Dated and signed: __________ ___ , 2001.
______________________________
______________________________
Signatures of Members
Signature(s) should agree with name(s) stenciled hereon. Executors,
administrators, trustees, guardians and attorneys should indicate when
signing
This proxy is solicited on behalf of the Managers. Please sign and return this
Proxy to Robert M. Adams, 13720 Roe, Leawood, Kansas 66224. The giving of a
proxy will not affect your right to vote in person if you attend the meeting.