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1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999 Commission file number 0-18261
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Tower Properties Company
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Missouri 43-1529759
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STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION
911 Main Street, Kansas City, Missouri 64105
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (816) 421-8255
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Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Securities registered pursuant to Section 12(g) of the Act:
$1 Par Value Common Stock
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(TITLE OF CLASS)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR SUCH FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
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INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K (Sec. 229.405 OF THIS CHAPTER) IS NOT CONTAINED HEREIN,
AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN
DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART
III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K.
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF
THE REGISTRANT. (THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE
TO THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES
OF SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF
FILING.)
$27,604,159 at February 22, 2000
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INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE (APPLICABLE ONLY TO
CORPORATE REGISTRANTS).
$1 Par Value Common Stock - 182,809 Shares
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DOCUMENTS INCORPORATED BY REFERENCE: LIST THE FOLLOWING DOCUMENTS IF
INCORPORATED BY REFERENCE AND THE PART OF THE FORM 10-K INTO WHICH THE
DOCUMENTS ARE INCORPORATED: (1) ANY ANNUAL REPORT TO SECURITY HOLDERS; (2)
ANY PROXY OR INFORMATION STATEMENT; AND (3) ANY PROSPECTUS FILED PURSUANT TO
RULE 424(b) OR (c) UNDER THE SECURITIES ACT OF 1933. (THE LISTED DOCUMENTS
SHOULD BE CLEARLY DESCRIBED FOR IDENTIFICATION PURPOSES.)
Portions of Annual Report to Stockholders for the year ended Dec. 31, 1999,
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are incorporated by reference in Parts I, II and IV. Portions of the Annual
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Proxy Statement are incorporated by reference into Part III.
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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TOWER PROPERTIES COMPANY
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 1999
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CROSS-REFERENCE SHEET
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Part II
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Item 6 - Selected Financial Data 1999 Annual Report to Stockholders,
Page 28.
Item 7 - Management's Discussion and 1999 Annual Report to Stockholders,
Analysis of Financial Condition Pages 23 through 27.
and Results of Operations
Item 8 - Financial Statements and 1999 Annual Report to Stockholders,
Supplementary Data Pages 4 through 21 and Pages 28
through 30.
Part III
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Item 10 - Directors and Executive Proxy Statement relating to Annual
Officers of the Registrant Meeting of Stockholders to be held
on April 12, 2000, under the
caption "Election of Directors."
Item 11 - Executive Compensation Proxy Statement relating to Annual
Meeting of Stockholders to be held
on April 12, 2000, under the
captions "Summary Compensation
Table" and "Compensation Plans."
Item 12 - Security Ownership of Certain Proxy Statement relating to Annual
Beneficial Owners and Meeting of Stockholders to be held
Management on April 12, 2000, under the
caption "Security Ownership of
Certain Beneficial Owners and
Management."
Item 13 - Certain Relationships and Proxy Statement relating to Annual
Related Transactions Meeting of Stockholders to be held
on April 12, 2000, under the
caption "Transactions."
Part IV
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Item 14(a)(1) - Financial Statements 1999 Annual Report to Stockholders,
Pages 4 through 21.
Item 14(a)(2) - Exhibits Registrant's 1999 Form 10-K (File
No. 0-18261) filed on March 31,
2000.
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Part I
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Item 1. Business.
(a) General Development of Business:
In September 1989, Tower Properties Company (Tower) formed Tower
Acquisition Corp. (TAC), a wholly-owned subsidiary of Tower. TAC was
formed pursuant to the terms of a merger between Tower and Commerce
Bancshares, Inc. (Commerce), a bank holding company. Tower spun off
certain assets and liabilities to TAC with a net book value of
approximately $17,500,000. Tower then merged with Commerce on
January 29, 1990. In connection with the merger each Tower
shareholder received 7.88 shares of Commerce in exchange for each
Tower share. TAC's capital stock was distributed to Tower's
shareholders on January 29, 1990 in the form of a stock dividend.
TAC's name was changed to Tower Properties Company (the Company) on
this same date. The net assets distributed to TAC represent the
assets currently owned and managed by the Company.
A private letter ruling was obtained from the IRS that the
distribution was tax-free under Section 355 of the Internal Revenue
Code and the merger constituted a tax-free reorganization under
Section 368(a)(1)(A) of the Internal Revenue Code.
The Company is primarily engaged in owning, developing, leasing and
managing real property located in Johnson County, Kansas, Clay, St.
Louis and Jackson County, Missouri.
(b) Financial Information About Industry Segments:
Registrant considers its business to be concentrated in three
business segments--commercial, apartments, and parking. The Company's
business segments are separate business units that offer different
real estate services.
(c) Narrative Description of Business:
Registrant is primarily engaged in the business of owning,
developing, leasing and managing real property. Registrant owns and
manages 1,174,000 rentable square feet of office and warehouse space
located in the Kansas City and St. Louis metropolitan areas.
Substantially all the improved real estate owned by Registrant
consists of office buildings and a warehouse and a warehouse/office
facility held for lease, automobile parking garages, apartments and
land held for future sale. Registrant has not pursued a policy of
acquiring real estate on a speculative
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basis, although some real estate owned by Registrant may be sold at a
future time.
Registrant leasing operations provided rental income constituting
approximately 94 percent of the 1999 revenues. Registrant competes
with other building owners in the renting and leasing of office
building space. Registrant employs approximately 44 persons on a
full-time basis and approximately 5 persons on a part-time basis.
The remaining 6 percent of 1999 revenues include real estate sales
and commissions (3 percent), management, service and construction
fees (2 percent) and other income (1 percent).
Registrant leases rental space and provides services to Commerce
Bancshares, Inc. The annual aggregate rental and service fees paid
to Registrant by Commerce will vary depending upon the space occupied
and services provided. For the years ended December 31, 1999, 1998
and 1997, Registrant received rent and fees of $5,938,310, $3,746,446
and $1,180,051, respectively, from Commerce.
The Company was also reimbursed for utilities in the amount of
$101,478, $101,758 and $107,711 in 1999, 1998 and 1997.
Item 2. Properties.
(a) The following real property is owned, in fee, by Registrant:
(1) The Commerce Tower, a 30-story office building located at 911
Main Street, Kansas City, Missouri, was opened for occupancy in
January 1965. The Commerce Tower has net rentable space of
approximately 438,000 square feet and is presently 93 percent
occupied. The building, of modern architectural design, has
six elevators serving the first 17 floors and an additional six
express elevators serving the 17th through the 30th floors.
Registrant considers the Commerce Tower to be in good
condition. The building is collateral for a line of credit
with Commerce Bank.
(2) The Barkley Place, a 6-story 95,000 rentable square foot office
building located in Overland Park, Kansas. The building was
completed in 1988. The Company purchased the building on July
15, 1994. Registrant considers the building to be in good
condition. The building is 97 percent occupied. The building
is subject to a mortgage deed of trust securing a loan with a
balance owing of $3,437,487.
(3) 6601 College Boulevard, a 6-story 101,200 rentable square foot
building, located in Overland Park, Kansas. The building was
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completed in 1979. The Company purchased the building on
December 15, 1995. Registrant considers the building to be in
good condition. The building is 100 percent leased under a
triple net lease. The building is subject to a mortgage deed
of trust securing a loan with a balance owing of $4,889,778.
(4) 9221 Quivera, a 1-story 24,000 rentable square foot building
and an adjacent 70,000 square foot vacant parcel of land,
located in Overland Park, Kansas. The building was completed
in 1968. The Company purchased the building on December 27,
1996. Registrant considers the building to be in good
condition. The building is 100 percent leased under a triple
net lease. The building is subject to a mortgage deed of trust
securing a loan with a balance owing of $1,118,581.
(5) UMB Bank, a 6-story 59,982 square foot office building with
covered parking on five levels plus surface parking on top of
the attached garage located at 7911 Forsyth, Clayton, Missouri.
The building was completed in 1985. The Company purchased the
building on December 1, 1998. Registrant considers the building
to be in excellent condition. The building is 100% leased.
The building is subject to a mortgage deed of trust securing a
loan with a balance owing of $6,874,732.
(6) A warehouse/office facility, located at 9200 Cody, Overland
Park, Kansas. The building contains approximately 24,100
square feet of office space and 96,800 square feet of warehouse
space. The building was constructed in 1973, with an addition
in 1976 and an expansion completed in 1997. The Company
purchased the facility on June 30, 1995. Registrant considers
this facility to be in good condition. The building is 100
percent leased under a triple net lease. The warehouse/office
facility is subject to a mortgage deed of trust securing a loan
with a balance owing of $1,758,871. The expansion is subject
to a mortgage deed of trust security a loan with a balance of
$735,699.
(7) A warehouse, located at 9909 Lakeview, Lenexa, Kansas. The
building contains approximately 115,000 square feet of
warehouse space. The building was constructed in 1987. The
Company purchased the facility on December 18, 1996.
Registrant considers this facility to be in excellent
condition. The building is presently vacant. The warehouse is
subject to a mortgage deed of trust securing a loan with a
balance owning of $2,538,555.
(8) Tower Parking Garage. The Company, under its Tax Redevelopment
District, demolished the 908-10 Walnut and the 916 and 920
Walnut buildings in 1998 to accommodate a new 624-garage on the
Southwest
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corner of 9th and Walnut. The garage opened for business on
December 15, 1999.
(9) A 29-building, 374-unit apartment complex, on a 30.7-acre
tract, located at New Mark Drive and North Cherry in Kansas
City North. Construction of the first phase was completed in
mid-1971, completion of the second phase in 1978, completion of
the third phase in 1998, and completion of the fourth phase in
1999. The apartments are 83 percent occupied. Registrant
considers the complex to be in good condition. The original
210 unit apartments are subject to a mortgage deed of trust
securing a loan with a balance owing of $1,915,721. The 140
units, Phase III, are subject to a mortgage deed of trust
securing a loan with a balance owing of $4,763,269. The 24
units, Phase IV, are subject to a mortgage deed of trust
securing a loan with a balance owing of $l,045,000.
(10) A 24-building, 329-unit apartment complex, on a 30.3-acre
tract, located at 5401 Fox Ridge Drive in Mission, Kansas.
Construction of the complex was completed in 1985, with an
addition of 7 buildings in 1996. The Company purchased the
complex on December 31, 1992. Registrant considers the 24-
building complex to be in good condition. The apartments are
96 percent occupied. The apartments are subject to a mortgage
deed of trust securing a loan with a balance owing of
$8,921,067.
(11) A 7-building, 162-unit apartment complex, on an 8.7-acre tract
located at 6800 Antioch in Merriam, Kansas. Construction of
the complex was completed in 1987. The Company purchased the
complex on September 30, 1993. Registrant considers the 7-
building complex to be in good condition. The apartments are
94 percent occupied. The apartments are subject to a mortgage
deed of trust securing a loan with a balance owing of
$3,356,902.
(12) One block of surface parking bounded generally by Sixth Street,
Baltimore Street, Seventh Street and Wyandotte Street. This
parking location contains approximately 206 parking stalls.
(13) A block of surface parking located generally at the corner of
Eighth and Wyandotte Streets in Kansas City, Missouri, that
contains approximately 200 parking stalls and a surface parking
located located at 102 E. 8th in Kansas City, Missouri, that
contains approximately 40 parking stalls.
(14) A two-story facility located at the Northwest corner of Ninth
and Walnut, immediately adjacent to the 811 Main building and
garage. The parking facility contains approximately 80
parking spaces.
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(b) New Mark, a division of Registrant, originally owned 1,207 acres
located in Kansas City North immediately adjacent to and contiguous
with the apartment complex owned by Registrant. The tract is owned
in fee. Residential lots and land aggregating approximately 834
acres have been sold from the tract by the Company. An additional
116 acres have been dedicated to streets, and 103 acres are
designated as an open greenbelt area.
(c) Effective September 24, 1999, the Company's 98.19 percent owned
subsidiary, Downtown Redevelopment Corporation, was merged into the
Company and now owns the following property located in downtown
Kansas City, Missouri:
(1) The 811 Main building, which consists of an L-shaped,
12-story combination office building and parking garage, was
completed in 1959. The first five floors are utilized primarily
for parking, although approximately 27,000 square feet of ground
floor and lower level space is available for use as commercial
office space and storage. The office space extending from the
6th floor through the 12th floor encloses a gross area of
approximately 252,000 square feet. The building became a full-
service, multi-tenant building in April, 1996, and is presently
100 percent occupied. The condition of the property is
considered good. The building is subject to a mortgage deed of
trust of trust securing a loan with a balance owing $6,211,417.
(2) 700 Baltimore surface parking. Through a tax-free exchange
between Delaware Redevelopment Corporation for the 710 Main
Garage Building on September 1, 1999, the Company obtained this
276 surface parking lot for $250,000. The property value of
700 Baltimore appraised for $3,450,000 and the value of the 710
Main Garage was determined to be $3,200,000. The condition of
the property is considered good.
(3) A tract of ground approximately one-half block in width on
the east side of Main Street between 6th and 8th Streets. The
Company successfully pursued quiet title actions against the
leaseholder, and as a result, now holds clear title to the
leasehold improvements on this tract, Prom/Rodeway Inn and 711
Main Garage. These structures were functionally obsolete. The
Company had remediated environmental problems in the buildings
and in 1997, the Company demolished the north Rodeway facility
and completed a 100 car surface parking lot. The south
facility contains a 258 car-parking garage at 711 Main. The
Company made available an additional 30 parking spaces at the
711 Main location in 1998.
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(4) An irregular tract of ground containing approximately 35,000
square feet, which was previously leased in part to a service
station until December, 1996. The company demolished the
station in 1997 and completed the entire area for a 112 car
surface parking lot.
Item 3. Legal Proceedings.
Neither Registrant nor any of its subsidiaries are involved in any
material pending litigation other than ordinary routine proceedings
incidental to their business.
Item 4. Submission of Matters to a Vote of Security Holders.
Registrant did not submit any matters to a vote of security holders
during the fourth quarter of 1999.
Part II
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Item 5. Market for Registrant's Common Stock and Related Security
Holder Matters.
Registrant's stock is traded in the "over-the-counter" market and trading
of such stock is limited. The schedule below depicts the bid and asked
prices, as provided by an investment banking firm, in each quarter of
1999. The "over-the-counter" market quotations shown below reflect
interdealer prices without retail markup, markdown or commissions and may
not necessarily represent actual transactions.
1999 1998
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Quarter Bid Asked Bid Asked
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First $155.00 $ -- $140.50 $ --
Second 151.00 -- 148.00 --
Third 151.00 -- 153.00 --
Fourth 159.50 -- 156.00 --
There are no present or future restrictions on the ability of Registrant
to pay common stock dividends. No dividends were paid in 1999, 1998 and
1997. (Management has indicated it will not pay dividends in 2000.)
The table below shows the number of holders of record of each class of
equity securities of Registrant as of February 22, 2000:
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Number of
Title of Class Security Holders
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Common stock,
$1.00 par value 440
Item 6. Selected Financial Data.
Reference is made to the caption "Selected Financial Data" on Page 28 of
Registrant's 1999 Annual Report to Stockholders for a summary of certain
financial data for the Registrant for each of its last five fiscal years.
Pursuant to General Instruction G(2) to Form 10-K and Securities Exchange
Act Rule 12b-23, the information set forth therein is incorporated herein
by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Reference is made to the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" set forth on Pages 23
through 27 of Registrant's 1999 Annual Report to Stockholders which,
pursuant to General Instruction G(2) to Form 10-K and Securities Exchange
Act Rule 12b-23, is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
Reference is made to Pages 4 through 21 and Pages 28 through 30 of
Registrant's 1999 Annual Report to Stockholders which, pursuant to
General Instruction G(2) to Form 10-K and Securities Exchange Act Rule
12b-23, is incorporated herein by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosures.
On March 2, 2000, Tower Properties has chosen not to engage Arthur
Andersen LLP as independent accountants to audit the financial statements
of the Company for the year ending December 31, 2000. The Company is in
the process of selecting the successor independent accountants.
The reports of Arthur Andersen LLP for the past two years ending December
31, 1999, contain no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles. Subsequent to December 31, 1999, there have been no
disagreements between Tower Properties and Arthur Andersen.
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Part III
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Item 10. Directors and Executive Officers of the Registrant.
Reference is made to the caption "Election of Directors" set forth on
Page 2 of Registrant's Proxy Statement relating to Annual Meeting of
Stockholders to be held April 12, 2000. Pursuant to General Instruction
G(2) to Form 10-K and Securities Exchange Act Rule 12b-23, information
therein relating to the names, ages, positions, terms of office, family
relationships and business experience of Registrant's directors is
incorporated herein by reference.
Item 11. Executive Compensation.
Reference is made to the captions "Summary Compensation Table" and
"Compensation Plans" set forth on Pages 7 through 8 of Registrant's Proxy
Statement relating to Annual Meeting of Stockholders to be held April 12,
2000. Pursuant to General Instruction G(2) to Form 10-K and Securities
Exchange Act Rule 12b-23, information therein is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Reference is made to the caption "Security Ownership of Certain
Beneficial Owners and Management" set forth on Page 5 of Registrant's
Proxy Statement relating to Annual Meeting of Stockholders to be held
April 12, 2000. Pursuant to General Instruction G(2) to Form 10-K and
Securities Exchange Act Rule 12b-23, the information therein is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
Reference is made to the caption "Transactions" set forth on Page 10 of
Registrant's Proxy Statement relating to Annual Meeting of Stockholders
to be held April 12, 2000. Pursuant to General Instruction G(2) to Form
10-K and Securities Exchange Act Rule 12b-23, the information therein is
incorporated herein by reference.
Part IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) (1) Financial Statements. The following consolidated financial
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statements of the Registrant and its subsidiaries, together
with the report of independent public accountants, contained in
the Registrant's 1999 Annual Report to Stockholders are hereby
incorporated herein:
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Report of Independent Public Accountants
Consolidated Balance Sheets - December 31, 1999 and 1998
Consolidated Statements of Income for the Years Ended December
31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Stockholders' Investment for the
Years Ended December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
Schedule III
All other schedules have been omitted because the required
information is shown in the financial statements or notes
thereto, because the amounts involved are not significant or
because of the absence of the conditions under which they are
required.
(2) Exhibits.
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Item No. Description Location
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3(a) Articles of Incorporation of Filed on March 30, 1990, as
Tower Acquisition Corp. Exhibit 3(a) to Registrant's
1989 Form 10-K (File No. 0-18261)
3(b) Bylaws of Tower Acquisition Filed on March 30, 1990, as
Corp. Exhibit 3(b) to Registrant's 1989
Form 10-K (File No. 0-18261)
3(c) Certificate of Amendment and Filed on March 30, 1990, as
Amendment of Articles of Exhibit 3(c) to Registrant's 1989
Incorporation Form 10-K (File No. 0-18261)
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4(a) Conformed composite copy of Filed on March 30, 1990, as
Note Agreement and Deed of Exhibit 4(a) to Registrant's 1989
Trust dated September 21, 1972, Form 10-K (File No. 0-18261)
with respect to $8,000,000,
8 percent, due in monthly
installments to October, 2007
10 Hillsborough Apartment Complex Filed on January 11, 1993, as
acquisition agreement Exhibit A to Registrant's Form
8-K (File No. 0-18261)
Peppertree Apartment Complex Filed on October 12, 1993, as
acquisition agreement Exhibit A to Registrant's Form
8-K (File No. 0-18261)
Barkley Place Office Building Filed on July 26, 1994, as
acquisition agreement Exhibit A to Registrant's Form
8K (File No. 0-18261)
6601 College Boulevard Office Filed on February 16, 1999, as
Building acquisition agreement Exhibit A to Registrant's Form
8K (File No. 0-18261)
UMB Bank Office Building Filed on February 27, 1996, as
acquisition agreement Exhibit A to Registrant's Form
8-K (File No. 0-18261)
13 Tower Properties Company's Filed on March 07, 2000, as
annual report to its security Exhibit 13 to Registrant's 1999
holders for the 1999 fiscal Form 10-K (File No. 0-18261)
year. Such report is furnished
for the information of the
Commission and is not to be
deemed as filed as a part of
this report.
(b) Reports on Form 8-K. Registrant filed no required reports on Form 8-K
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during the last quarter of 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TOWER PROPERTIES COMPANY
(Registrant)
DATE: March 31, 2000 BY: /s/JAMES M. KEMPER, JR.
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James M. Kemper, Jr.
Chairman and Chief Executive Officer
DATE: March 31, 2000 BY: /s/ROBERT C. HARVEY III
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Robert C. Harvey III
Chief Financial Officer, Vice President and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Registrant
and in the capacities and on the dates indicated.
DATE: March 31, 2000 BY: /s/DAVID W. KEMPER
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David W. Kemper
Director
DATE: March 31, 2000 BY: /s/BRIAN D. EVERIST
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Brian D. Everist
Director
DATE: March 31, 2000 BY: /s/JONATHAN M. KEMPER
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Jonathan M. Kemper
Director
DATE: March 31, 2000 BY: /s/THOMAS R. WILLARD
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Thomas R. Willard
President and Director
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