SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the
|X| Definitive Proxy Statement Commission Only (as permitted
|_| Definitive Additional Materials by Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
AMREIT
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement if Other Than Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(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 No.:
(3) Filing Party:
(4) Date Filed:
AmREIT
8 Greenway Plaza, Suite 1000
Houston, Texas 77046
Notice of Annual Meeting of Shareholders
To be Held June 4, 2004
To Our Shareholders:
You are invited to attend the annual meeting of shareholders of
AmREIT, to be held at 8 Greenway Plaza, Suite 1000, Houston, Texas, on Friday,
June 4, 2004, at 10:00 a.m., Houston time. The purpose of the meeting is to
vote on the following proposals:
Proposal 1: To elect five trust managers to serve for a one
year term, and until their successors are elected
and qualified.
Proposal 2: To ratify the selection of KPMG LLP as our
independent auditors for the fiscal year ending
December 31, 2004.
Proposal 3: To transact any other business that may properly
be brought before the annual meeting or any
adjournments thereof.
The board of trust managers has fixed the close of business on April
5, 2004 as the record date for determining shareholders entitled to notice of
and to vote at the annual meeting. A form of proxy card and a copy of our
annual report to shareholders for the fiscal year ended December 31, 2003 are
enclosed with this notice of annual meeting and proxy statement.
Your proxy vote is important. Accordingly, you are asked to complete,
date, sign and return the accompanying proxy whether or not you plan to attend
the annual meeting. If you plan to attend the annual meeting to vote in person
and your shares are in the name of a broker or bank, you must secure a proxy
from the broker or bank assigning voting rights to you for your shares.
BY ORDER OF THE BOARD OF TRUST MANAGERS
/S/ H. Kerr Taylor
______________________________________
H. Kerr Taylor
Chairman of the Board, Chief Executive
Officer, and President
April 19, 2004
Houston, Texas
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
Friday, June 4, 2004
AmREIT
8 Greenway Plaza, Suite 1000
Houston, Texas
The Board of Trust Managers of AmREIT is soliciting proxies to be used
at the 2004 annual meeting of shareholders to be held at 8 Greenway Plaza,
Suite 1000, Houston, Texas, on Friday, June 4, 2004, at 10:00 a.m., Houston
time. This proxy statement, accompanying proxy and annual report to
shareholders for the fiscal year ended December 31, 2003, are first being
mailed to shareholders on or about April 15, 2004. Although the annual report
is being mailed to shareholders with this proxy statement, it does not
constitute part of this proxy statement.
WHO CAN VOTE
Only shareholders of record as of the close of business on April 5,
2004, are entitled to notice of and to vote at the annual meeting. As of April
5, 2004, we had 3,098,229 class A common shares, 2,339,471 class B common
shares and 3,069,773 class C common shares outstanding (collectively, the
"Shares"). Each holder of record of the Shares on the record date is entitled
to one vote on each matter properly brought before the annual meeting for each
Share held.
HOW YOU CAN VOTE
Shareholders cannot vote at the annual meeting unless the shareholder
is present in person or represented by proxy. You are urged to complete, sign,
date and promptly return the proxy in the enclosed postage-paid envelope after
reviewing the information contained in this proxy statement and in the annual
report. Valid proxies will be voted at the annual meeting and at any
adjournments of the annual meeting as you direct in the proxy.
REVOCATION OF PROXIES
You may revoke your proxy at any time prior to the start of the annual
meeting in three ways:
(1) by delivering written notice to our Corporate Secretary, Charles C.
Braun, at AmREIT, 8 Greenway Plaza, Suite 1000, Houston, Texas 77046;
(2) by submitting a duly executed proxy bearing a later date; or
(3) by attending the annual meeting and voting in person.
Voting by proxy will in no way limit your right to vote at the annual
meeting if you later decide to attend in person. If your shares are held in the
name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, to be able to vote at the annual meeting. If no
direction is given and the proxy is validly executed, the shares represented by
the proxy will be voted as recommended by our board of trust managers. The
persons authorized under the proxies will vote upon any other business that may
properly come before the annual meeting according to their best judgment to the
same extent as the person delivering the proxy would be entitled to vote. At
the time of mailing this proxy statement, we do not anticipate that any other
matters would be raised at the annual meeting.
REQUIRED VOTE
The presence, in person or represented by proxy, of the holders of a
majority of the Shares (4,338,811 Shares) entitled to vote at the annual
meeting is necessary to constitute a quorum at the annual meeting. However, if
a quorum is not present at the annual meeting, a majority of the shareholders,
present in person or represented by proxy, have the power to adjourn the annual
meeting until a quorum is present or represented.
The affirmative vote of the holders of a majority of the Shares
present in person or represented by proxy is required to elect trust managers.
The affirmative vote of the holders of a majority of the Shares,
voting together as a single class, present in person or represented by proxy is
required to ratify the selection of KPMG LLP as our independent auditors.
Votes cast by proxy or in person will be counted by two persons
appointed by the Company to act as inspectors for the annual meeting. The
election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for the purpose of
determining the presence of a quorum and of determining the outcome of any
matter submitted to the shareholders for a vote; however, abstentions will not
be deemed outstanding and, therefore, will not be counted in the tabulation of
votes cast on proposals presented to shareholders.
The Texas Real Estate Investment Trust Act and the Company's Bylaws do
not specifically address the treatment of abstentions and broker non-votes. The
election inspectors will treat Shares referred to as "broker non-votes" (i.e.,
Shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners and as to which the broker or nominee does
not have discretionary voting power on a particular matter) as Shares that are
present and entitled to vote for the purpose of determining the presence of a
quorum. However, for the purpose of determining the outcome of any matter as to
which the broker or nominee has indicated on the proxy that it does not have
discretionary authority to vote, those Shares will be treated as not present
and not entitled to vote with respect to that matter (even though those Shares
are considered entitled to vote for quorum purposes and may be entitled to vote
on other matters).
COST OF PROXY SOLICITATION
The cost of soliciting proxies will be borne by us. Proxies may be
solicited on our behalf by our trust managers, officers or employees in person,
by telephone, facsimile or by other electronic means.
In accordance with SEC regulations, we will also reimburse brokerage
firms and other custodians, nominees and fiduciaries for their expenses
incurred in sending proxies and proxy materials and soliciting proxies from the
beneficial owners of Shares.
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GOVERNANCE OF THE COMPANY
BOARD OF TRUST MANAGERS
Pursuant to our declaration of trust and our bylaws, our business,
property and affairs are managed under the direction of our board of trust
managers. Members of our board are kept informed of our business through
discussions with the chairman of the board and officers, by reviewing materials
provided to them and by participating in meetings of our board and its
committees. Board members have complete access to the Company's management team
and the independent auditors. Our board and each of the key committees--Audit,
Compensation, Nominating and Corporate Governance (collectively, the
"Committees")--also have authority to retain, at the Company's expense, outside
counsel, consultants or other advisors in the performance of their duties. The
Company's Corporate Governance Guidelines require that a majority of the trust
managers be independent within the meaning of American Stock Exchange ("AMEX")
standards.
STATEMENT ON CORPORATE GOVERNANCE
The Company is dedicated to establishing and maintaining the highest
standards of corporate governance. The Board has implemented many corporate
governance measures designed to serve the long-term interests of our
shareholders and further align the interests of trustees and management with
our shareholders. The major changes approved by the Board, through the adoption
of a code of business conduct and ethics and corporate governance guidelines
and enacted by the Company include:
o prohibiting the re-pricing of options under our incentive plan;
o increasing the overall independence of our board and the Committees;
o scheduling executive sessions of the non-management trust managers on
a regular basis;
o conducting annual evaluations of our board, the Committees and
individual trust managers;
o establishing share ownership guidelines for senior officers of the
Company;
o requesting trust managers to visit properties every year;
o limiting members of its Audit Committee to service on not more than
three other public company audit committees without prior board
approval;
o adopting a Pre-Approval Policy for Audit and Non-Audit Services;
o limiting the CEO's service to not more than three other public company
boards;
o revising the existing Audit Committee Charter; and
o adopting formal charters for the Committees.
EXECUTIVE SESSIONS. Pursuant to the Company's Corporate Governance
Guidelines, the non-management trust managers meet in separate executive
sessions at least three times a year. These trust managers may invite the Chief
Executive Officer or others, as they deem appropriate, to attend a portion of
these sessions.
3
CONTACTING THE BOARD. Our board welcomes your questions and comments.
If you would like to communicate directly with our board, or if you have a
concern related to the Company's business ethics or conduct, financial
statements, accounting practices or internal controls, then you may submit your
correspondence to our Chief Financial Officer and Secretary. All communications
will be forwarded to the Chairman of our Audit Committee.
CODE OF BUSINESS CONDUCT AND ETHICS. Our board has adopted a Code of
Business Conduct and Ethics that applies to all trust managers, officers and
employees, including the Company's principal executive officer, principal
financial officer and principal accounting officer. The purpose of the Code of
Business Conduct and Ethics is to promote honest and ethical conduct, including
the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships to promote full, fair, accurate, timely
and understandable disclosure in periodic reports required to be filed by the
Company; and to promote compliance with all applicable rules and regulations
that apply to the Company and its officers and trust managers. If our board
amends any provisions of the Code of Business Conduct and Ethics that apply to
the Company's chief executive officer or senior financial officers or grants a
waiver in favor of any such persons, the Company will promptly publish the text
of the amendment or the specifics of the waiver on its website.
As all shareholders are aware, there has been a dramatic and
continuing evolution of ideas about sound corporate governance. We intend to
continue to act promptly to incorporate not only the actual requirements of
rules adopted but additional voluntary measures we deem appropriate. Charters
for the Audit, Compensation, Nominating and Corporate Governance Committees and
the Company's Corporate Governance Guidelines and Code of Business Conduct and
Ethics may be viewed on the Company's website at www.amreit.com under the
Investor Relations section. In addition, the Committee Charters are attached to
this proxy statement as Appendices A, B and C and the Company will mail copies
of the Corporate Governance Guidelines to shareholders upon their written
request.
MEETINGS AND COMMITTEES OF THE BOARD OF TRUST MANAGERS
GENERAL. During the fiscal year ended December 31, 2003, our board of
trust managers held four regular meetings and two special meetings. Each of the
trust managers attended all meetings held by our board of trust managers and
all meetings of each committee of our board of trust managers on which such
trust managers served during the fiscal year ended December 31, 2003. Our board
of trust managers has an Audit Committee, a Compensation Committee and a
Nominating and Corporate Governance Committee.
Executive Audit Nominating and
Name Committee Committee Compensation Corporate Governance
H. Kerr Taylor* x
Robert S. Cartwright, Jr. x x
G. Steven Dawson x x x
Bryan L. Goolsby x
Philip Taggart x x x
* Chairman of the Board
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During our 2003 fiscal year, our board of trust managers had two
standing committees: an Audit Committee and a Compensation Committee. Our
board established our Nominating and Corporate Governance Committee on
November 4, 2003.
AUDIT COMMITTEE. The Audit Committee consists of Mr. Dawson, Mr.
Cartwright and Mr. Taggart. The Audit Committee met four times during the
fiscal year ended December 31, 2003. The Audit Committee is comprised entirely
of trust managers who meet the independence and financial literacy requirements
of AMEX listing standards as well as the standards established under the
Sarbanes-Oxley Act of 2002. In addition, our board has determined that Mr.
Dawson qualifies as an "audit committee financial expert" as defined in SEC
rules. The Audit Committee's responsibilities include providing assistance to
our board in fulfilling its responsibilities with respect to oversight of the
integrity of the Company's financial statements, the Company's compliance with
legal and regulatory requirements, the independent auditors' qualifications,
performance and independence, and the performance of the Company's internal
audit function. In accordance with its charter, the Audit Committee has sole
authority to appoint and replace the independent auditors, who report directly
to the Committee, approve the engagement fee of the independent auditors and
pre-approve the audit services and any permitted non-audit services they may
provide to the Company. In addition, the Audit Committee reviews the scope of
audits as well as the annual audit plan, evaluates matters relating to the
audit and internal controls of the Company and approves all related party
transactions. The Audit Committee holds separate executive sessions, outside
the presence of senior management, with the Company's independent auditors.
COMPENSATION COMMITTEE. The Compensation Committee consists of Mr.
Dawson, Mr. Goolsby and Mr. Taggart. The Compensation Committee is comprised
entirely of trust managers who meet the independence requirements of the AMEX
listing standards. The Compensation Committee's responsibilities include
establishing the Company's general compensation philosophy, overseeing the
Company's compensation programs and practices, including incentive and
equity-based compensation plans, reviewing and approving executive compensation
plans in light of corporate goals and objectives, evaluating the performance of
the Chief Executive Officer in light of these criteria and establishing the
Chief Executive Officer's compensation level based on such evaluation,
evaluating the performance of the other executive officers and their salaries,
bonus and incentive and equity compensation, reviewing and making
recommendations concerning proposals by management regarding compensation,
bonuses, employment agreements, loans to non-executive employees and other
benefits and policies respecting such matters for employees of the Company The
Compensation Committee met three times during the fiscal year ended December
31, 2003.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. The Nominating and
Corporate Governance Committee (the "Nominating Committee") was formed by our
board in November 2003 and consists of Mr. Cartwright, Mr. Dawson and Mr.
Taggart. The Nominating Committee held one meeting in 2003. The Nominating
Committee's duties include adopting criteria for recommending candidates for
election or re-election to our board and its committees considering issues and
making recommendations considering the size and composition of our board. The
Nominating Committees will also consider nominees for trust manager suggested
by shareholders in written submissions to the Company's Secretary.
TRUST MANAGER NOMINATION PROCEDURES
TRUST MANAGER QUALIFICATIONS. The Company's Nominating Committee has
established policies for the desired attributes of our board as a whole. The
Board will seek to ensure that a majority of its members are independent within
AMEX listing standards. Each trust manager generally may not serve as a member
5
of more than six other public company boards without prior approval of the
board. Each member of our board must possess the individual qualities of
integrity and accountability, informed judgment, financial literacy, high
performance standards and must be committed to representing the long-term
interests of the Company and the shareholders. In addition, trust managers must
be committed to devoting the time and effort necessary to be responsible and
productive members of our board. Our board values diversity, in its broadest
sense, reflecting, but not limited to, profession, geography, gender,
ethnicity, skills and experience.
IDENTIFYING AND EVALUATING NOMINEES. The Nominating Committee
regularly assesses the appropriate number of trust managers comprising our
board, and whether any vacancies on our board are expected due to retirement or
otherwise. The Nominating Committee may consider those factors it deems
appropriate in evaluating trust manager candidates including judgment, skill,
diversity, strength of character, experience with businesses and organizations
comparable in size or scope to the Company, experience and skill relative to
other board members, and specialized knowledge or experience. Depending upon
the current needs of our board, certain factors may be weighed more or less
heavily by the Nominating Committee. In considering candidates for our board,
the Nominating Committee evaluates the entirety of each candidate's credentials
and, other than the eligibility requirements established by the Nominating
Committee, does not have any specific minimum qualifications that must be met
by a nominee. The Nominating Committee considers candidates for the Board from
any reasonable source, including current board members, shareholders,
professional search firms or other persons. The Nominating Committee does not
evaluate candidates differently based on who has made the recommendation. The
Nominating Committee has the authority under its charter to hire and pay a fee
to consultants or search firms to assist in the process of identifying and
evaluating candidates.
SHAREHOLDER NOMINEES. The Company's Bylaws permit shareholders to
nominate trust managers for consideration at an annual meeting of shareholders.
The Nominating Committee will consider properly submitted shareholder nominees
for election to our board and will apply the same evaluation criteria in
considering such nominees as it would to persons nominated under any other
circumstances. Such nominations may be made by a shareholder entitled to vote
who delivers written notice along with the additional information and materials
required by the Bylaws to the Secretary of the Company not later than the close
of business on the 70th day, and not earlier than the close of business on the
90th day, prior to the anniversary of the preceding year's annual meeting. For
the Company's annual meeting in the year 2005, the Secretary must receive this
notice after the close of business on March 6, 2005, and prior to the close of
business on March 26, 2005. You can obtain a copy of the full text of the Bylaw
provision by writing to the Secretary of AmREIT, 8 Greenway Plaza, Suite 1000,
Houston, Texas 77046.
Any shareholder nominations proposed for consideration by the
Nominating Committee should include the nominee's name and sufficient
biographical information to demonstrate that the nominee meets the
qualification requirements for board service as set forth under "Trust Manager
Qualifications." The nominee's written consent to the nomination should also be
included with the nomination submission, which should be addressed to: AmREIT,
8 Greenway Plaza, Suite 1000, Houston, Texas 77046, Attn: Chief Financial
Officer and Secretary.
INDEPENDENCE OF TRUST MANAGERS
Pursuant to the Company's Corporate Governance Guidelines, which
require that a majority of our trust managers be independent within the meaning
of AMEX corporate governance standards, our board undertook a review of the
independence of trust managers nominated for election at the Meeting. During
this review, our board considered transactions and relationships during the
prior year between each trust manager or any member of his or her immediate
family and the Company, including those reported under "Certain Relationships
and Related Transactions" below. As provided in the Corporate Governance
6
Guidelines, the purpose of this review was to determine whether any such
relationships or transactions were inconsistent with a determination that the
trust manager is independent.
As a result of this review, our board affirmatively determined that
all the trust managers nominated for election at the Annual Meeting are
independent of the Company and its management with the exception of Mr. Taylor.
COMPENSATION OF TRUST MANAGERS
During our 2003 fiscal year, each non-employee trust managers received
a monthly fee of $1,000 for their services and a meeting fee of $1,000 per
meeting attended in person, a meeting fee of $500 per meeting attended by
telephone and a committee meeting fee of $500 per meeting attended in person or
by telephone. The Audit Committee Chairman receives an additional $5,000 each
year, and the Chairmen of the Compensation Committee and Nominating/Governance
Committee receive an additional $3,000 annually. As a long term incentive, each
non-employee trust manager received an initial grant of 4,000 shares of
restricted class A common shares, and will receive an annual grant of 2,000
restricted class A common shares in February of each year in which they serve
on the board. During 2003, the board appointed Mr. Dawson to be the lead
outside trust manager. In that role, he receives 2,000 restricted class A
common shares in each year in which he serves in that capacity. These shares
vest 33% immediately at the date of grant, 33% on the first anniversary of the
date of grant and 34% on the second anniversary of the date of grant.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of our common shares as of March 31, 2004 by (1) each
person known by us to own beneficially more than 5% of our outstanding class A
common shares, (2) all current trust managers, (3) each current named executive
officer, and (4) all current trust managers and current named executive
officers as a group. Unless otherwise indicated, the shares listed in the table
are owned directly by the individual, or by both the individual and the
individual's spouse. Except as otherwise noted, the individual had sole voting
and investment power as to shares shown or, the voting power is shared with the
individual's spouse.
The following table sets forth, as of March 31, 2004, the beneficial
ownership interest of the executive officers and trust managers of AmREIT:
Amount and Nature of Percent of Voting
Name Beneficial Ownership Common Shares
H. Kerr Taylor - Chairman, President & CEO 754,388 11.48%
Robert S. Cartwright - Trust Manager 16,481 *
G. Steven Dawson - Trust Manager 14,000 *
Bryan L. Goolsby - Trust Manager 12,000 *
Philip Taggart - Trust Manager 12,800 *
Chad C. Braun - Secretary, CFO and Executive VP 37,421 *
------------
All trust managers and executive officers as a group 847,090 12.86%
All other employees combined 93,318 1.42%
------------
All trust managers, executive officers, and employees as a group 940,408 14.28%
* Less than 1%.
7
MANAGEMENT
The following table sets forth the executive officers and other key
members of management of the Company.
Name Age Principal Occupation
H. Kerr Taylor, MBA, JD* 53 Chairman of the Board, Chief Executive Officer and President
Charles C. Braun, CPA* 32 Treasurer, Secretary and Chief Financial Officer
Jim O'Neill 41 Corporate Controller
Max Shilstone 49 Vice President - Property Management
Todd McDonald 30 Managing Vice President -Real Estate
Jason Lax 31 Vice President - Construction Manager
Preston Cunningham, JD 27 Vice President - Development Manager
David M. Thailing, MBA 33 Managing Vice President - Securities
Tenel Tayar, MBA 31 Vice President - Acquisitions
Debbie Lucas, MBA 28 Vice President - Corporate Communications
* Executive Officers
H. KERR TAYLOR - Mr. Taylor is the chairman of the board of trust
managers, chief executive officer and president of AmREIT and was the chairman
of the board of directors, chief executive officer and president of our
predecessor corporation from August 1993. Mr. Taylor was president, director
and sole shareholder of American Asset Advisers Realty Corp. from 1989 to June
1998. Mr. Taylor has a bachelor's degree from Trinity University, a Masters of
Business Degree from Southern Methodist University and a Doctor of
Jurisprudence from South Texas College of Law. Mr. Taylor has over twenty five
years experience and has participated in over 300 real estate transactions. Mr.
Taylor has served on a board and governing bodies of a bank, numerous private
and public corporations and charitable institutions, and is currently on the
board of Millennium Relief and Development. Mr. Taylor is a member of the
National Board of Realtors, the Texas Association of Realtors, the Texas Bar
Association, the International Counsel of Shopping Centers and the National
Association of Real Estate Investment Trusts.
CHAD C. BRAUN, CPA, Series 63, 7, 24 and 27. Mr. Braun serves as our
Executive Vice President and Chief Financial Officer, Treasurer and Secretary.
Mr. Braun oversees the financial accounting and reporting and is responsible
for AmREIT's capital formation, debt placement and joint venture initiatives.
Mr. Braun received a B.B.A degree in accounting and finance from Hardin Simmons
University and subsequently earned the CPA designation and his Series 63, 7 and
24 securities licenses. He has significant accounting, financial and real
estate experience with both Kenneth Leventhal & Co. and Ernst & Young, LLP. At
Ernst & Young, LLP, Mr. Braun served as a manager in the real estate advisory
services group and has provided extensive consulting and audit services to a
number of Real Estate Investment Trusts and private real estate companies.
These services included financial statement audits, portfolio acquisition and
disposition, real estate portfolio management, merger integration and process
improvement, financial analysis and due diligence. Mr. Braun is a member of the
National Association of Real Estate Investment Trusts, National Association of
Securities Dealers, Financial Planning Association, and the Texas Society of
Certified Public Accountants.
JIM O'NEILL, CPA. Mr. O'Neill serves as Controller and oversees the
daily accounting activities of AmREIT and its affiliated partnerships, debt
placement, and project financials. Mr. O'Neill's responsibilities also include
coordinating financial activities with auditors, banks, lenders, transfer
agents, and attorneys to assure timely and accurately financial reporting. Mr.
O'Neill is a graduate of Texas A & M University, where he received his BBA in
Accounting and subsequently earned the distinction of CPA certification. Prior
to joining AmREIT, Mr. O'Neill served in a controller capacity at Continental
Emsco in Houston, Texas, Wedge Energy Group in Houston, Texas, and Markborough
Development Company located in Denver, Colorado.
8
MAX SHILSTONE. Mr. Shilstone serves as vice president of property
management. He is responsible for the property management and leasing of
existing assets owned by AmREIT and its subsidiary funds. Mr. Shilstone has
both real estate and property management experience, and prior to joining
AmREIT, served as vice president of C.P. Oles Company in Austin, Texas where
his responsibilities included managing multi-tenant shopping centers and
overseeing tenant improvements, center upgrades, and tenant leasing. In
addition, Mr. Shilstone served as asset development manager for a division of
Duke Energy. Mr. Shilstone received a Bachelor of Business Administration in
management from the University of Texas and earned a Masters of Business
Administration from the University of St. Thomas.
TODD MCDONALD. Mr. McDonald serves as Managing Vice President - Real
Estate and oversees the analysis, marketing, and sales process related to
properties currently being marketing by the Company. Mr. McDonald received his
B.S. in Business Economics from Wofford College. Mr. McDonald has real estate
experience in which he reviewed property level financial statements, produced
project proformas, and provided analysis on acquisition and disposition
prospects.
JASON LAX. Mr. Lax serves as Vice President - Construction Management
and oversees all development and construction projects. Mr. Lax has nationwide
experience in the commercial construction industry obtained from previous
employment with ExxonMobil Corporation and Trammell Crow Company. During his
career, he has managed over a hundred projects valued over $150 million from
grassroots development projects to minor remodeling projects and has been
involved in all phases of development from conceptual site plan preparation to
project turnover after completion of construction. Mr. Lax received a B.S. in
Mechanical Engineering from Texas Tech University and has received his Engineer
In Training certification from the Texas Board of Professional Engineers. He is
also a Texas licensed Real Estate Salesperson.
PRESTON CUNNINGHAM, JD. Mr. Cunningham serves as our Vice President
- Development Manager for existing retail properties and land suitable for
infill development. Mr. Cunningham received a B.B.A. degree in Financial
Planning and Services from Baylor University and Doctor of Jurisprudence from
South Texas College of Law. Mr. Cunningham has significant real estate
experience with The Howard Smith Company, Albritton Properties and Community
Bank and Trust. Mr. Cunningham is a member of the American Bar Association.
DAVID M. THAILING, MBA, Series 63, 65, 7. Mr. Thailing serves as our
Managing Vice President - Securities and is responsible for raising capital for
AmREIT sponsored investment programs through the NASD marketplace. Mr.
Thailing received his B.B.A. degree in management from Southern Methodist
University and earned a Masters of Business from the Jones Graduate School at
Rice University. Prior to joining AmREIT, Mr. Thailing gained financial
consulting experience as an associate with Andersen's Corporate Finance and
Restructuring practice. He also has five years of experience as a financial
advisor and public speaker with PaineWebber. Mr. Thailing is a member of the
National Association of Securities Dealers.
TENEL TAYAR, MBA. Mr. Tayar joined AmREIT in January 2003 and serves
as Vice President - Acquisitions. Mr. Tayar has 10 years of experience in
commercial real estate development and investment with companies such as
Crescent Real Estate Equities and The Woodlands Operating Company. Mr. Tayar
has directed all aspects of real estate capitalization and investment for over
$225 million of transactions and participated in over $500 Million. Mr. Tayar
received a BBA in Finance from the University of Texas at Austin and an MBA
from Southern Methodist University. He is also a Texas licensed Real Estate
Salesperson.
9
DEBBIE LUCAS. Debbie J. Lucas serves as vice president of corporate
communications and is responsible for creating, communicating, and distributing
the AmREIT corporate message and brand to a wide range of individuals including
investment professionals, rating agencies and analysts, individual investors,
and employees. Prior to joining AmREIT, Ms. Lucas gained financial consulting
and business development experience at Smith Barney and served as an
environmental consultant for Tetra Tech, EMI. In addition, Ms. Lucas provided
consulting services to a corporate communications firm located in Houston,
Texas. Ms. Lucas received a Bachelor of Science degree from Texas A&M
University and earned a Masters of Business Administration from the Jones
School of Management at Rice University, simultaneously completing the CFP
certification course. She is a member of the National Association of Real
Estate Investment Trusts and the American Marketing Association.
COMPENSATION OF EXECUTIVE OFFICERS
The below table represents the compensation paid to Mr. Taylor,
chairman of the board, chief executive officer and president and Chad C. Braun
Executive Vice President, Chief Financial Officer and Secretary, the Company's
two executive officers. The table sets forth all compensation, cash and
restricted stock, received during the fiscal years 2003, 2002 and 2001.
Annual Compensation Long-Term Compensation
Awards
Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary Cash Bonus Compensation Options Compensation
H. Kerr Taylor 2003 $ 195,000 $ 136,500 $ 58,500(1) --- (5)
Chief Executive 2002 $ 175,000 $ 122,500 $ 52,914(1) --- (4)
Officer and President 2001 $ 175,000 $ 61,250 $ 28,878(1) --- ---
Chad C. Braun 2003 $ 122,000 $ 100,000 $ 121,927(2) --- (5)
Executive Vice 2002 $ 115,000 $ 49,750 $ 21,488(2) --- $99,996(3)(4)
President and CFO 2001 $ 85,000 $ 17,500 $ 8,251(2) --- ---
(1) Mr. Taylor was granted 9,000, 8,333 and 3,122 common shares as part of
his bonus for 2003, 2002 and 2001, respectively. The restrictions on
these shares lapse equally over a four year period beginning on
February 15, 2004, equally over a four year period beginning on
February 15, 2003 and equally over a three year period beginning
February 15, 2002, respectively.
(2) Mr. Braun was granted 7,219, 3,384 and 892 common shares as part of
his bonus for 2003, 2002 and 2001, respectively. The restrictions on
these shares lapse equally over a four year period beginning in
February 15, 2004, a four year period beginning on February 15, 2003
and equally over a three year period beginning on February 15, 2002,
respectively. Additionally Mr. Braun was granted 11,538 shares as a
long term 2003 retention bonus. The restrictions on the shares lapse
on the fifth anniversary on the issuance, February 15, 2009.
(3) Mr. Braun was granted 14,388 common shares as a bonus related to the
completion of the merger of three affiliated investment funds with
AmREIT, completed in 2002. The restrictions on these shares lapse
equally over a four year period beginning on February 15, 2003.
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(4) Mr. Taylor and Mr. Braun were assigned 45% and 5%, respectively, in
the income and cash flow of the general partner of AAA CTL Notes,
Ltd., which is comprised of a portfolio of seventeen IHOP properties,
the remainder of which is owned by AmREIT. Mr. Taylor's interest is
100% vested immediately. Mr. Braun's interest vests 100% on February
15, 2008. The value of the assigned interest can not be determined or
estimated at this time.
(5) Mr. Taylor and Mr. Braun were assigned 37% and 4%, respectively, in
the income and cash flow of the general partner of AmREIT Income &
Growth Fund, Ltd. ("AIG"), AmREIT Income & Growth Corporation. AIG is
an affiliated retail partnership with a seven year operating
lifecycle. In June 2008, AIG will enter into liquidation and commence
a final sale of all of its real estate assets. In accordance with the
limited partnership agreement, net sales proceeds will be allocated to
the limited partners, and to the general partner as, if, and when
certain annual returns have been achieved by the limited partners. Mr.
Taylor and Mr. Braun's interest vests equally over a four year period
beginning on February 15, 2004. The value of the assigned interest can
not be determined or estimated at this time.
EMPLOYMENT AGREEMENTS
The Company does not have employment contracts with any of its key
executives or employees.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our trust managers and executive officers and persons who own more
than 10% of a registered class of our equity securities, to file reports of
holdings and transactions in our securities with the SEC. Executive officers,
trust managers and greater than 10% beneficial owners are required by
applicable regulations to furnish us with copies of all Section 16(a) forms
they file with the SEC.
Based solely upon a review of the reports furnished to us with respect
to our 2002 fiscal year, we believe that all SEC filing requirements applicable
to our trust managers and executive officers were satisfied.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 5, 1998, our shareholders voted to approve an agreement and
plan of merger (the "Merger Agreement") with American Asset Advisers Realty
Corporation (the "Former Adviser"), whereby Mr. Taylor, the sole shareholder of
the Former Adviser, agreed to exchange 100% of the outstanding common stock of
the Former Adviser for up to 900,000 of our common shares. As a result of the
merger, we became a fully integrated, self-administered real estate investment
trust. Effective June 5, 1998, we issued Mr. Taylor 213,260 shares of common
stock and he deferred the right to receive the remaining 686,740 common shares
until certain goals were achieved following the merger. The Merger Agreement
currently requires those goals to be met by June 2004. As a result of the
merger of AAA Realty Fund IX, AAA Net Realty Fund X and AAA Net Realty Fund XI
into the Company, completed on July 23, 2003, the Company issued to Mr. Taylor
an additional 302,281 class A common shares on September 19, 2002. In 2003, the
Company issued Mr. Taylor an additional 143 thousand class A Common shares as a
result of the issuance of class C common shares. Mr. Taylor has 241 thousand
remaining class A common shares payable to him as a result of the Merger
Agreement.
Mr. Goolsby, one of our trust managers, is the managing partner of
Locke Liddell & Sapp LLP. Locke Liddell & Sapp provided legal services to the
Company in 2003 and will provide legal services to the Company in 2004.
11
PROPOSAL ONE
ELECTION OF TRUST MANAGERS
At the annual meeting, five trust managers will be elected by the
shareholders, each trust manager to serve until his successor has been duly
elected and qualified, or until the earliest of his death, resignation or
retirement.
The persons named in the enclosed proxy will vote your shares as you
specify on the enclosed proxy form. If you return your properly executed proxy
but fail to specify how you want your shares voted, the shares will be voted in
favor of the nominees listed below. Our board of trust managers has proposed
the following nominees for election as trust managers at the annual meeting.
NOMINEES
For a description of the business experience of Mr. Taylor, see
"Management."
ROBERT S. CARTWRIGHT, JR.., 54 - Mr. Cartwright has been a trust
manager or director of AmREIT or our predecessor corporation since 1993. Mr.
Cartwright is a Professor of Computer Science at Rice University. Mr.
Cartwright earned a bachelor's degree magna cum laude in Applied Mathematics
from Harvard College in 1971 and a doctoral degree in Computer Science from
Stanford University in 1977. Mr. Cartwright has been a member of the Rice
faculty since 1980 and twice served as department Chair. Mr. Cartwright has
compiled an extensive record and Chair of the ACM Pro-College Education
Committee of professional service. He is a Fellow of the Association for
Computing Machinery (ACM). He is also a member of the Board of Directors of the
Computing Research Association, an umbrella organization representing academic
and industrial computing researchers. Mr. Cartwright has served as a charter
member of the editorial boards of two professional journals and has also
chaired several major ACM conferences. From 1991-1996, he was a member of the
ACM Turing Award Committee, which selects the annual recipient of the most
prestigious international prize for computer science research.
G. STEVEN DAWSON, 46 - Mr. Dawson has been a trust manager or director
of AmREIT or our predecessor corporation since 2000. He also has been
designated by our board as the "audit committee financial expert," as such term
is defined in the Rules of the Securities and Exchange Commission. He is
currently a private investor who is active on or has agreed to serve on the
boards of four real estate investment trusts ("REITs") in addition to AmREIT,
two of which are in various stages of their initial public offering, one which
has recently completed a 144A offering, and one, U.S. Restaurant Properties,
Inc., which is traded on the New York Stock Exchange. He also serves on the
board of a private company which is a national provider of network cabling,
telephony, security systems and electrical contracting to commercial property
owners. He generally sits on the audit committees of each of these companies
either as a member or as the chairman, and he serves on special committees,
governance/nominating committees and compensation committees. From 1990 to
2003, Mr. Dawson served as Senior Vice President and Chief Financial Officer of
Camden Property Trust (NYSE:CPT) (or its predecessors), a large multifamily
REIT. Prior to 1990, Mr. Dawson served in various related capacities with
companies involved in commercial real estate including land and office building
development as well as the construction and management of industrial facilities
located on airports throughout the country.
BRYAN L. GOOLSBY, 53 - Mr. Goolsby has been a trust manager or
director of AmREIT or our predecessor corporation since 2000. Mr. Goolsby is
the Managing Partner of Locke Liddell & Sapp LLP, and has practiced in the area
of corporate and securities since 1977. Mr. Goolsby is an associate member of
the Board of Governors of the National Association of Real Estate Investment
Trusts and is a member of the National Multi-Family Housing Association and the
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Pension Real Estate Association. Mr. Goolsby is currently a member of the
Associate Board of Directors of the Edwin L. Cox School of Business at Southern
Methodist University, is a member of the Advisory Board of JPMorgan Chase -
Dallas, and is a member of the board of the Junior Achievement of Dallas. Mr.
Goolsby has a bachelor's degree from Texas Tech University and a Doctor of
Jurisprudence from the University of Texas.
PHILIP TAGGART, 73 - Mr. Taggart has been a trust manager or director
of AmREIT or our predecessor corporation since 2000. Mr. Taggart has
specialized in investor relations activities since 1964 and is the president
and chief executive officer of Taggart Financial Group, Inc. He is the
co-author of the book Taking Your Company Public, and has provided
communications services for 58 initial public offerings, more than 200 other
new issues, 210 mergers and acquisitions, 3,500 analyst meetings and annual and
quarterly reports for over 25 years. Mr. Taggart serves on the boards of
International Expert Systems, Inc. and Salon Group International and served on
the board of the Foundation of Texas State Technical College for 10 years. A
distinguished alumnus of the University of Tulsa, he also has been a university
instructor in investor relations at the University of Houston.
Our board of trust managers unanimously recommends that you vote FOR
the election of trust managers as set forth in Proposal One. Proxies solicited
by our board of trust managers will be so voted unless you specify otherwise in
your proxy.
AUDIT COMMITTEE REPORT
The audit committee has reviewed and discussed the audited financial
statements with management and KPMG LLP, our independent auditors. The audit
committee has also discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61, written
communication from the independent auditors required by Independence Standards
Board Standard No. 1, and has discussed their independence with the independent
auditors. Based upon these reviews and discussions, the audit committee
recommended to our board of trust managers that the audited financial
statements be included in our Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003 for filing with the SEC.
Based on the foregoing review and discussions and relying thereon, we
have recommended to our board of trust managers that the audited financial
statement for the year ended December 31, 2003 be included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2003 for filing
with the Securities and Exchange Commission.
The members of the audit committee are independent, as independence is
defined in Rule 4200(a)(15) of the National Association of Securities Dealers'
Listing Standards.
The audit committee also recommended the appointment, subject to
shareholder ratification, of KPMG LLP as our independent auditors for 2004 and
our board of trust managers concurred with such recommendation.
This section of the proxy statement is not deemed "filed" with the SEC
and is not incorporated by reference into our Annual Report on Form 10-KSB.
This audit committee report is given by the following members of the
audit committee:
Robert S. Cartwright, Jr.
Philip Taggart
G. Steven Dawson
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PROPOSAL TWO
RATIFICATION OF INDEPENDENT AUDITORS
Based upon the recommendation of the audit committee, the shareholders
are urged to ratify the appointment by our audit committee of KPMG LLP as
independent auditors for the fiscal year ending December 31, 2004. KPMG has
served as our independent auditor since November 2002 and is familiar with our
affairs and financial procedures. Representatives of KPMG are not expected to
be present at the annual meeting.
Principal Accounting Firm Fees
Aggregate fees billed to the Company for the years ended December 31,
2003 and 2002, respectively, by the Company's principal accounting firm, KPMG
LLP were as follows:
2003 2002 (1)
Audit Fees $142,350 $ -0-
Audit Related Fees -0- -0-
Tax Fees -0- -0-
All Other Fees -0- -0-
================= =================
================= =================
Total Fees $142,350 $ -0-
(1) On December 12, 2002, the Company retained KPMG LLP as the Company's
new auditor. Fees related to the 2002 audit were billed and paid in
2003, and have been included in the above 2003 amounts.
The Audit Committee has determined that the provision of the services
included within "Financial Information Systems Design and Implementation Fees"
and "All Other Fees" to be compatible with maintaining the principal
accountant's independence.
PRE-APPROVAL POLICIES
The Company's Audit Committee, pursuant to its exclusive authority,
has reviewed and approved the Company's engagement of KPMG LLP as its
independent auditors, and the incurrence of all of the fees described above,
for 2003 and has selected KPMG LLP as independent auditors for 2004, subject to
review and approval of the final terms of its engagement as such and its audit
fees. The Audit Committee has also adopted Pre-Approval Policies for all other
services KPMG LLP may perform for the Company in 2004. The Pre-Approval
Policies detail with specificity the services that are authorized within each
of the above-described categories of services and provide for aggregate maximum
dollar amounts for such pre-approved services. Any additional services not
described or otherwise exceeding the maximum dollar amounts prescribed by the
Pre-Approval Policies for 2004 will require the further advance review and
approval of the Audit Committee. The Audit Committee has delegated the
authority to grant any such additional required approval to its Chairman
between meetings of the Committee, provided that the Chairman report the
details of the exercise of any such delegated authority at the next meeting of
the Audit Committee.
Our board of trust managers unanimously recommends that you vote FOR
this proposal. Proxies solicited by our board of trust managers will be so
voted unless you specify otherwise in your proxy.
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SHAREHOLDER PROPOSALS
To be included in the proxy statement, any proposals of holders of
Shares intended to be presented at the annual meeting of shareholders of the
Company to be held in 2005 must be received by the Company, addressed to Mr.
Charles C. Braun, Secretary of the Company, 8 Greenway Plaza, Suite 1000,
Houston, Texas, 77046, no later than January 17, 2005 and must otherwise comply
with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934.
ANNUAL REPORT
We have provided without charge a copy of the annual report to
shareholders for fiscal year 2003 to each person being solicited by this proxy
statement. Upon the written request by any person being solicited by this proxy
statement, we will provide without charge a copy of the annual report on Form
10-KSB as filed with the SEC (excluding exhibits, for which a reasonable charge
shall be imposed). All requests should be directed to: H. Kerr Taylor, chairman
of the board, chief executive officer and president at AmREIT, 8 Greenway
Plaza, Suite 1000, Houston, Texas 77046.
15