-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ffi5bxvYHpXLQncIF3GtWSSFWaLTmNaZ+jz7U1leUoRosCLc14LFY+JGowmDYUdX OJVLtnwkiPs+jceVWQPp9w== 0000950150-98-001158.txt : 19980709 0000950150-98-001158.hdr.sgml : 19980709 ACCESSION NUMBER: 0000950150-98-001158 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980708 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED ESTATES REALTY CORP CENTRAL INDEX KEY: 0000911635 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341747603 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47037 FILM NUMBER: 98661840 BUSINESS ADDRESS: STREET 1: 5025 SWETLAND COURT CITY: RICHMOND HEIGHTS STATE: OH ZIP: 44143-1467 BUSINESS PHONE: 2162615000 MAIL ADDRESS: STREET 1: 5025 SWETLAND CT CITY: RICHMOND HEIGHTS STATE: OH ZIP: 44143-1467 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIG RESIDENTIAL REIT INC CENTRAL INDEX KEY: 0000927776 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 650498732 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 250 AUSTRALIAN AVE SOUTH STREET 2: SO STE 400 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 5618201300 MAIL ADDRESS: STREET 1: 250 AUSTRALIAN AVE SOUTH STREET 2: STE 400 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 SC 13D 1 SCHEDULE 13D 1 ------------------------- OMB APPROVAL ------------------------- OMB Number:3235-0145 Expires: August 31, 1999 Estimated average burden hours per response...14.90 ------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO._______)* Associated Estates Realty Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 045604105 - -------------------------------------------------------------------------------- (CUSIP Number) Morrison & Foerster LLP 555 West Fifth Street 35th Floor Los Angeles, California 90013-1024 Attention: Samuel H. Gruenbaum (213) 892-5200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 2 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. CUSIP No. 045604105 -------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). MIG Residential REIT, Inc. No. 65-0498732 --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) SOURCE OF FUNDS (See Instructions) OO --------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization Maryland --------------------------------------------------------------------- (7) Sole Voting Power Number of 5,139,387 shares Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by 0 shares Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 5,139,387 shares -------------------------------------------------------- (10) Shared Dispositive Power 0 shares -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,139,387 shares --------------------------------------------------------------------- (12) Check if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 22.7% --------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO --------------------------------------------------------------------- 2 3 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. (a) Title of the class of equity securities: Common Stock, no par value. (b) Name of Issuer: Associated Estates Realty Corporation, an Ohio corporation. (c) Issuer's Principal Executive Office: 5025 Swetland Court, Richmond Heights, Ohio 44143-1467. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by MIG Residential REIT, Inc., a Maryland corporation (the "Company"). The Company is a real estate investment trust which, through eight wholly-owned subsidiaries (the "Subsidiaries"), owned eight multi-family apartment projects (the "Properties") that were sold to Associated Estates Realty Corporation, an Ohio corporation ("AERC"), on June 30, 1998 in consideration of approximately $108,500,000 in cash and common stock of AERC pursuant to purchase agreements dated January 28, 1998. Approximately $96,414,000 of the purchase price was paid in shares of AERC's no par value common stock (the "AERC Common Stock"). The Subsidiaries consist of the following: (1) MIG Hampton Corporation, a Maryland corporation; (2) MIG Peachtree Corporation, a Maryland corporation; (3) MIG Desert Oasis Corporation, a California Corporation; (4) MIG Fleetwood Ltd, a Texas limited partnership; (5) MIG 20th & Campbell Corporation, a Arizona corporation; (6) MIG REIT/ Annen Woods, Inc., a Florida corporation; (7) MIG REIT/ Morgan Place, Inc., a Florida corporation; and (8) MIG REIT Falls, L.C.C., a North Carolina limited liability company. Under the Exchange Act, each of the Subsidiaries is deemed to be controlled by the Company. The Company's principal business address and principal office address is MIG Residential REIT, Inc., 250 Australian Avenue, South, Suite 400, West Palm Beach, Florida 33401. During the past five years, the Company has not been convicted in any criminal proceeding, nor has the Company been party to a civil proceeding of a judicial or administrative body of competent jurisdiction. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares of AERC Common Stock covered by this Schedule 13D were issued to the Subsidiaries in partial payment of the purchase price for the Properties. Under the purchase agreements, a value of $18.76 per share (based on a trailing average of the closing prices of AERC's Common Stock on the New York Stock Exchange for a 20 day period preceding the June 30, 1998 closing), was used in arriving at the number of shares issued on account of the stock portion of the purchase price. The number of shares issued to each of the Subsidiaries was as follows:
VALUE OF SHARES SUBSIDIARY PROPERTY # OF SHARES AT $18.76 PER SHARE MIG Desert Oasis Real property located in the City 657,275 $12,330,497 Corporation of Palm Desert, County of Riverside, State of California, commonly known as Desert Oasis
3 4 MIG Peachtree Real property located in the City 490,428 $9,200,448 Corporation of Chesterfield, County of St. Louis, State of Missouri, commonly known as Peachtree MIG REIT/Annen Woods, Real property located in the City 460,093 $8,631,348 Inc. of Baltimore, County of Baltimore, State of Maryland, commonly known as Annen Woods MIG Hampton Corporation Real property located in the 1,056,697 $19,823,645 County of Montgomery, State of Maryland, commonly known as Hampton Point MIG REIT/Morgan Place, Real property located in the City 586,492 $11,002,597 Inc. of Atlanta, County of DeKalb, State of Georgia, commonly known as Morgan Place MIG REIT Falls, L.L.C. Real property located in the City 889,850 $16,693,595 of Raleigh, County of Wake, State of North Carolina, commonly known as Windsor Falls MIG 20th & Campbell Real property located in the City 657,275 $12,330,497 Corp. of Phoenix, County of Maricopa, State of Arizona, commonly known as 20th & Campbell Apartments MIG Fleetwood, Ltd. Real property located in the City 341,277 $6,402,374 of Houston, County of Harris, State of Texas, commonly known as Fleetwood TOTAL 5,139,387 $96,415,000
ITEM 4. PURPOSE OF TRANSACTION. The shares of AERC Common Stock were acquired by the Subsidiaries in partial consideration for the sale of the Properties. With respect to subsection (a) of this Item 4, neither the Company nor any of the Subsidiaries presently has any plans that relate to or would result in the acquisition by any person of additional securities of AERC. Presently, the Company and the Subsidiaries intend to dissolve and liquidate in the near future. In connection therewith, it is anticipated that all or substantially all of the shares of AERC Common Stock will be distributed in liquidation to the Company's Class A Stockholders in proportion to their stock ownership in the Company. The names, addresses, and identities of the Company's Class A Stockholders, and their percentage ownership of the Company's Class A shares (and hence the percentage of AERC Common Stock each will receive upon liquidation of the Company and the Subsidiaries) are as follows: 4 5
PERCENTAGE OF BENEFICIAL THE COMPANY'S OWNERSHIP OF CLASS A SHARES AERC COMMON STOCK SHAREHOLDER & ADDRESS OWNED Carpenters Trust of Western Washington 7.788% 1.769% 2200 6th Avenue, Suite 300 Seattle, Washington 98121 City of Orlando Police, Firefighter and 9.110% 2.069% General Employees Pension Board 400 South Orange Avenue, 4th Floor Orlando, Florida 32801-3302 Colonial Gas Company 0.962% 0.218% 40 Market Street Lowell, Massachusetts 01853 Dillingham Construction Corporation 0.834% 0.190% 5960 Inglewood Drive Pleasanton, California 94588-8535 Fresno County Employee's 11.125% 2.527% Retirement Association 2281 Tulary Street Fresno, California 93721 LaSalle Trust 22.250% 5.054% 100 East Pratt Street, Suite 2000 Baltimore, Maryland 21202 Massachusetts Water Resource Authority 1.113% 0.253% 100 First Avenue Charleston, Massachusetts 02129 McDermott International Investments Inc. 16.688% 3.790% Norfolk House Frederick Street Nassau, Bahamas Michelin North America, Inc. 17.825% 4.048% One Parkway South Greenville, South Carolina 29602-9001 Oakland County Employees' 7.855% 1.784% Retirement System 1200 North Telegraph Road Pontiac, Michigan 48341-0479 Worcester Retirement System 4.450% 1.011% 455 Main Street, Suite 103 Worcester, Massachusetts 01608 TOTAL: 100% 22.712%
5 6 The Company and the Subsidiaries presently have no plans or proposals with respect to subsections (b) through (j) of this Item 4. ITEM 5. INTEREST AND SECURITIES OF THE ISSUER. (a) As of July 8, 1998, the Company beneficially owns 5,139,387 shares of AERC Common Stock, representing approximately 22.7% of the outstanding AERC Common Stock. (b) As of July 8, 1998, the Company has sole power to direct the vote and sole power to direct the disposition of all 5,139,387 shares of AERC Common Stock. (c) As of July 8, 1998, other than the acquisition of the shares covered by this Schedule 13D and the planned liquidation of the Company and the Subsidiaries, neither the Company nor any of the Subsidiaries has effected any transactions in shares of AERC Common Stock. (d) As of July 8, 1998, no other known person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares of AERC Common Stock covered by this Schedule 13D. Assuming the dissolution and liquidation of the Company and the Subsidiaries, and the related distribution and record transfer of the shares of AERC Common Stock to the Company's Class A Stockholders, each recipient of the AERC Common Stock will have all rights with respect to dividends and sales of the shares; however, any dividends declared prior to the liquidating distribution to the Class A Stockholders and with respect to which the Company or the Subsidiaries are the record holders on the relevant record date or ex-dividend date, as the case may be, will remain the property of the Company or the Subsidiaries. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Company and the Subsidiaries with respect to any securities of AERC, other than the planned dissolution and liquidation of the Company and the Subsidiaries as described above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Plan of Liquidation and Dissolution of MIG Residential REIT, Inc., adopted June 22, 1998. 6 7 ITEM 8. SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify on behalf of MIG Residential REIT, Inc., that the information set forth in this Statement is true, complete and correct. Date: July 8, 1998 MIG RESIDENTIAL REIT, INC. By: //Larry E. Wright// ------------------------------ President 7 EX-1 2 PLAN OF LIQUIDATION AND DISSOLUTION DATED 6/22/98 1 EXHIBIT NO. 1 PLAN OF LIQUIDATION AND DISSOLUTION OF MIG RESIDENTIAL REIT, INC. DATED JUNE 22, 1998 This Dissolution Plan of Liquidation and Dissolution (the "Dissolution Plan") of MIG Residential REIT, Inc., a Maryland corporation (the "Company"), is intended to accomplish the complete liquidation and dissolution of the Company in accordance with the Maryland General Corporation Law and Section 331 of the Internal Revenue Code of 1986, as amended (the "Code"), as follows: 1. The Board of Directors of the Company has adopted this Dissolution Plan and called a meeting of the Company's stockholders (the "Stockholders") to take action on this Dissolution Plan. If at said meeting of the Stockholders a majority of the voting power of the outstanding shares of the Company's Class A Common Stock, par value $.001 per share (the "Class A Common Stock"), and the Company's Class B Common Stock, par value $.001 per share (the "Class B Common Stock" and together with the Class A Common Stock, the "Common Stock"), voting as a single class, votes for the adoption of this Dissolution Plan, the Dissolution Plan shall constitute the adopted Dissolution Plan of the Company as of the date on which such Stockholder approval is obtained (the "Adoption Date"). 2. This Dissolution Plan is contingent upon the consummation of the asset sale ("Asset Sales") by which eight of the Company's subsidiaries are to sell multi-family apartment properties to Associated Estates Realty Corporation ("AERC") in consideration for cash and stock pursuant to the Purchase Agreements dated January 28, 1998. In the event that the Asset Sales are not consummated, this Dissolution Plan shall be null and void. 3. From and after the Adoption Date and the closing of the Asset Sales, the Company shall complete the following corporate actions: (a) The Company shall notify the Class B Stockholders that the Company intends to redeem (the "Redemption") all of the outstanding shares of the Class B Common Stock, by payment in cash for each outstanding share of Class B Common Stock of an amount equal to its net asset value per share, as determined by the Board of Directors. The Board of Directors adopted resolutions in accordance with Article V, Section (G) 2(d) of the Company's Articles of Incorporation (the "Articles"), pursuant to which the Company will effect the Redemption. (b) The officers of the Company shall, at such time as the Board of Directors, in its absolute discretion, deems it necessary, appropriate or desirable, obtain any certificates required from the Maryland tax authorities, and on or after obtaining such certificates, the Company shall file with the Secretary of State of the State of Maryland articles of dissolution (the "Articles of Dissolution") in accordance with Sections 3-406 and 3-407 of the Maryland General Corporation Law. Adoption of this Dissolution Plan by a majority of the voting power of the outstanding shares of Common Stock shall constitute the approval of the Stockholders of any such filing of the Articles of Dissolution as their act and as a part hereof as if herein written. (c) After the Articles of Dissolution have been accepted by the Department of Assessments and Taxation, the Company shall not engage in any business activities except to the 8 2 extent necessary for preserving the values of its assets, winding up its business and affairs, and distributing its assets in accordance with this Dissolution Plan. (d) The Company shall collect, sell exchange or otherwise dispose of all its property and assets, other than the AERC Shares, as defined below, in one or more transactions, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or other property, as the Board of Directors, in its absolute discretion, deems expedient and in the best interests of the Company and the holders of the Class A Common Stock (the "Class A Stockholders"). In connection with such collection, sale, exchange and other disposition, the Company shall marshal its assets and collect or make provision for the collection of all accounts receivable, debts and claims owing to the Company. (e) The Company shall pay or, as determined by the Board of Directors, make reasonable provision to pay, all claims and obligations of the Company, including all contingent, conditional or unmatured claims known to the Company and all claims that are known to the Company but for which the identity of the claimant is unknown. (f) If and to the extent deemed necessary, appropriate or desirable by the Board of Directors, in its absolute discretion, the Company may establish and set aside a reasonable amount (the "Contingency Reserve") to satisfy claims against the Company (other than claims of a Stockholder in its capacity as such) and all expenses of the sales of the Company's property and assets, of the collection and defense of the Company's property and assets, and of the liquidation and dissolution provided for in this Dissolution Plan. The Contingency Reserve may consist of cash or other property. (g) If and to the extent deemed necessary, appropriate or desirable by the Board of Directors, in its absolute discretion, the Company may transfer to one or more liquidating trustees for the benefit of Class A Stockholders under a trust or trusts (the "Trusts"), any assets of the Company that are (i) not reasonably susceptible to distribution to the Class A Stockholders, including, assets held on behalf of the Class A Stockholders who cannot be located or who do not tender their certificates evidencing the Class A Common Stock to the Company or its agent as hereinafter required; or (ii) held as a contingency reserve (the "Contingency Reserve") for indemnification under the Purchase Agreements and other claims, and for the benefit of the Class A Stockholders, provided, however, that such trust is intended to constitute a trust the assets of which are treated as owned by the Class A Stockholders for Federal income tax purposes. Any assumption of liabilities and obligations of the Company by the trustees shall be solely in their capacity as trustees. The Company, subject to this paragraph (f) and as authorized by the Board of Directors, in its sole and absolute discretion, may enter into a trust agreement with such trustee or trustees, on such terms and conditions as the Board of Directors, in its absolute discretion, may deem necessary, appropriate or desirable. Adoption of this Dissolution Plan by a majority of the voting power of the outstanding shares of Common Stock shall constitute the approval of the Stockholders of any such appointment and any such trust agreement as their act and as a part hereof as if herein written. (h) Following the payment of or provision for the claims and obligations of the Company, including the establishment of the Contingency Reserves, the Company shall distribute pro rata to the Class A Stockholders the remaining assets of the Company, including the remaining shares (the "AERC Shares") of the common stock, no par value, of Associated Estates Realty Corporation, an Ohio corporation ("AERC") received by eight of the Company's 9 3 subsidiaries (the "Subsidiaries") pursuant to the Purchase Agreements dated January 28, 1998 between each of the Subsidiaries and AERC (the "Purchase Agreements"), and any remaining cash and proceeds of the sale of the Company's other property and assets, if any. Such distribution may be in cash or in-kind, in such manner, and at such time, as the Board of Directors, in its absolute discretion, may determine, but it is the intention of the Board that this distribution occur on or about the same day that the Class B Stockholders are paid in connection with the Redemption. 4. The distributions to the Class A Stockholders pursuant to Section 3 hereof shall be in complete redemption and cancellation of all of the outstanding shares of Class A Common Stock. As a condition to receipt of any distribution to the Class A Stockholders, the Board of Directors, in its absolute discretion, may require the Class A Stockholders to (i) surrender their certificates evidencing the Class A Common Stock to the Company or its agents for recording of such distributions thereon, (ii) surrender their certificates evidencing the Class A Common Stock to the Company or its agent for cancellation or (iii) furnish the Company with evidence satisfactory to the Board of Directors of the loss, theft or destruction of their certificates evidencing the Class A Common Stock, together with such surety bond or other security or indemnity as may be required by and satisfactory to the Board of Directors. 5. The Company will finally close its stock transfer books and discontinue recording transfers of Class A Common Stock on the earlier to occur of (i) the close of business on the record date fixed by the Board of Directors for the Liquidating Distribution, or (ii) the date on which the dissolution becomes effective under the Maryland General Corporation Law, and thereafter certificates representing Class A Common Stock will not be assignable or transferable on the books of the Company except by will, intestate succession or operation of law. 6. If any distribution to a Class A Stockholder cannot be made, whether because the Class A Stockholder cannot be located, has not surrendered its certificates evidencing the Common Stock as required hereunder or for any other reason, the distribution to which such Class A Stockholder is entitled shall (unless transferred to a trust established pursuant to Section 6 hereof) be transferred at such time as the final liquidating distribution is made by the Company to and deposited with the state official authorized by the laws of the State of Maryland to receive the proceeds of such distribution; such transfer shall comply in all respects with the laws of the State of Maryland and the Code or be treated as abandoned property in accordance with the laws of the State of Maryland. In no event shall the proceeds of any such distribution revert to or become the property of the Company. 7. The Board of Directors is hereby authorized to appoint one or more individuals, corporations, partnerships or other persons, or any combination thereof, to act as the trustee (the "Trustee") for the benefit of the Class A Stockholders and to receive all remaining assets of the Company. Any Trustee appointed as provided in the preceding sentence shall succeed to all the right, title and interest of the Company of any kind and character, including, without limitation, any uncollected claims, contingent assets and any Contingency Reserve, and shall assume all of the liabilities and obligations of the Company, including, without limitation, any unsatisfied claims and unascertained or contingent liabilities. Further, the Trust or Trustees shall have the full power to liquidate, deal with, give receipt for and manage all of the property and assets of the Company, to the exclusion of the Company and its officers and directors, and any conveyance of assets to the Trustees shall be deemed to be a distribution of property and assets by the Company to the Class A Stockholders for the purposes of Section 3 of this Dissolution Plan. Any such conveyance to the Trustees shall be in trust for the Class A Stockholders and not for the use or benefit of the Trustees or any other person and 10 4 any assumption of liabilities and obligations of the Company by the Trustees shall be solely in their capacity as Trustees. 8. Adoption of this Dissolution Plan by a majority of the voting power of the outstanding shares of Common Stock shall constitute the approval of the Stockholders of the sale, exchange or other disposition in liquidation of all of the property and assets of the Company not otherwise distributed to the Class A Stockholders in-kind, whether such sale, exchange or other disposition occurs in one transaction or a series of transactions, and shall constitute ratification of all contracts for sale, exchange or other disposition entered into prior to the date upon which the Articles of Dissolution becomes effective under the Maryland General Corporation Law that are conditioned on adoption of this Dissolution Plan. 9. In connection with and for the purpose of implementing and assuring completion of this Dissolution Plan, the Company may, in the absolute discretion of the Board of Directors, pay any brokerage, agency and other fees and expenses of persons rendering services to the Company in connection with the collection, sale, exchange or other disposition of the Company's property and assets and the implementation of this plan. 10. In connection with and for the purpose of implementing and assuring completion of this Dissolution Plan, the Company may, in the absolute discretion of the Board of Directors, pay to the Company's officers, directors and employees, or any of them, compensation or additional compensation above their regular compensation, in money or other property, in recognition of the extraordinary efforts they, or any of them, will be required to undertake, or actually undertake, in connection with the successful implementation of this Dissolution Plan, adoption of this Dissolution Plan by a majority of voting power of the outstanding shares of Common Stock shall constitute the approval of the Stockholders of the payment of any such compensation. 11. The Company shall continue to indemnify its officers, directors, employees and agents in accordance with its articles of incorporation, as amended, and bylaws and any contractual arrangements, for actions taken in connection with this Dissolution Plan and the winding up of the affairs of the Company. The Company's obligation to indemnify such persons may be satisfied out of the assets of the Trust. The Board of Directors and the Trustees, in their absolute discretion, are authorized to obtain and maintain insurance as may be necessary to cover the Company's obligations hereunder. 12. Notwithstanding authorization of or consent to this Dissolution Plan and the transactions contemplated hereby by the Stockholders, the Board of Directors may modify or amend this Dissolution Plan and the transactions contemplated hereby without further action by the Stockholders to the extent permitted by the Maryland General Corporation Law. 13. The Board of Directors of the Company is hereby authorized, without further action by the Stockholders, to do and perform, or cause the officers of the Company, subject to approval of the Board of Directors, to do and perform, any and all acts, and to make, execute, deliver or adopt any and all agreements, resolutions, conveyances, certificates and other documents of every kind that are deemed necessary, appropriate or desirable, in the absolute discretion of the Board of Directors, to implement this Dissolution Plan and the transactions contemplated hereby, including, without limiting the foregoing, all filings or acts required by any state or federal law or regulation to wind up its affairs. 11 -----END PRIVACY-ENHANCED MESSAGE-----