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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, 2002 Commission file number 0-18261
Tower Properties Company
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Missouri 43-1529759
STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION
911 Main Street, Kansas City, Missouri 64105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (816) 421-8255
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
________________________________________ ________________________
________________________________________ ________________________
Securities registered pursuant to Section 12(g) of the Act:
$1 Par Value Common Stock
(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 [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K (SECTION 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.)
$15,701,966 at February 18, 2003
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 - 91,158 Shares
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, 2002, are
incorporated by reference in Parts I, II and IV. Portions of the Annual Proxy
Statement for the Annual Meeting of Stockholders to be held April 9, 2003 are
incorporated by reference into Part III.
Part I
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, and Clay,
St. Louis and Jackson Counties, Missouri.
(b) Financial Information About Industry Segments:
The Company considers its business to be concentrated in three
business segments--commercial office, apartments, and parking. The
Company's business segments are separate business units that offer
different real estate services.
(c) Narrative Description of Business:
The Company is primarily engaged in the business of owning,
developing, leasing and managing real property. The Company owns and
manages 1,278,000 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 the Company
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. The Company has not pursued a policy of
acquiring real estate on a speculative basis, although some real
estate owned by the Company may be sold at a future time.
The Company leasing operations provided rental income constituting
approximately 94 percent of the 2002 revenues. The Company competes
with other building owners in the renting and leasing of office
building space. The Company employs approximately
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47 persons on a full-time basis and approximately 2 persons on a
part-time basis. The remaining 6 percent of 2002 revenues include
management, service and construction fees (3 percent), real estate
sales and commission (1 percent) and other income (2 percent).
The Company leases rental space and provides services to Commerce
Bancshares, Inc. The annual aggregate rental and service fees paid
to the Company by Commerce will vary depending upon the space
occupied and services provided. For the years ended December 31,
2002, 2001 and 2000, the Company received rent and fees of
$5,801,954, $3,742,575 and $5,998,617, respectively, from Commerce.
The Company was also reimbursed by Commerce for utilities in the
amount of $67,617, $5,643 and $57,783 in 2002, 2001 and 2000.
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 446,000 square feet and is presently 82 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. The Company considers the Commerce Tower to be in good
condition
(2) The Barkley Place, a 6-story 99,000 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. The Company considers the building to be in
good condition. The building is 89 percent occupied. The
building is subject to a mortgage deed of trust securing a
loan with a balance owing of $2,956,953.
(3) 6601 College Boulevard, a 6-story 101,200 rentable square foot
office building, located in Overland Park, Kansas. The
building was completed in 1979. The Company purchased the
building on December 15, 1995. The Company considers the
building to be in good condition. The building is 100 percent
leased under a triple net lease expiring in 2010. The building
is subject to a mortgage deed of trust securing a loan with a
balance owing of $4,382,946.
(4) 9221 Quivira, a 1-story 24,000 rentable square foot office
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. The Company considers the building to be in
good condition. The building is vacant. The building is
subject to a mortgage deed of trust securing a loan with a
balance owing of $1,007,664.
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(5) UMB Bank, a 6-story 52,500 rentable 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. The
Company considers the building to be in excellent condition.
The building is presently 71% leased. The building is subject
to a mortgage deed of trust securing a loan with a balance
owing of $6,321,223.
(6) Woodlands Plaza I, a 3-story 93,500 rentable square foot
office building with surface parking for 348 cars located at
11720 Borman Drive, St. Louis, Missouri. The building was
built in 1981 and renovated in 1998. The Company purchased the
building on December 29, 2000. The Company 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 $6,748,795.
(7) 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. The Company
considers this facility to be in good condition. The building
is 100 percent leased under a triple net lease through 2010.
The warehouse/office facility is subject to a mortgage deed of
trust securing a loan with a balance owing of $1,578,793. The
expansion is subject to a mortgage deed of trust security a
loan with a balance of $657,706.
(8) 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. The
Company considers this facility to be in excellent condition.
The building is presently 100% leased. The single tenant has
exercised their option to terminate and will vacate by the end
of the 1st quarter of 2003. The warehouse is subject to a
mortgage deed of trust securing a loan with a balance owning
of $2,298,176.
(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, Missouri. 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 82 percent occupied.
The Company 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 $1,441,856. The
140 units, Phase III, are subject to a mortgage deed of trust
securing a loan with a balance owing of $4,371,358. The 24
units, Phase IV, are subject to a mortgage deed of trust
securing a loan with a balance owing of $956,178.
(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
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1985, with an addition of 7 buildings in 1996. The Company
purchased the complex on December 31, 1992. The Company
considers the 24-building complex to be in good condition. The
apartments are 92 percent occupied. The original 261
apartments are subject to a mortgage deed of trust securing a
loan with a balance owing of $5,493,855. The 68 units are
subject to a mortgage deed of trust securing a loan with a
balance owing of $2,188,033.
(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. The Company considers the
7-building complex to be in good condition. The apartments are
81 percent occupied. The apartments are subject to a mortgage
deed of trust securing a loan with a balance owing of
$2,918,549.
(12) One block of surface parking bounded generally by Sixth
Street, Baltimore Street, Seventh Street and Wyandotte Street
in Kansas City, Missouri. This parking location contains
approximately 201 parking stalls and is collateral for a line
of credit with Commerce Bank.
(13) A block of surface parking located generally at the corner of
Eighth and Wyandotte Streets in Kansas City, Missouri, that
contains approximately 191 parking stalls and a surface
parking located at 102 E. 8th in Kansas City, Missouri, that
contains approximately 40 parking stalls. These parking
locations are collateral for a line of credit with Commerce
Bank.
(14) The two-story parking facility located at the Northwest corner
of Ninth and Walnut in Kansas City, Missouri, immediately
adjacent to the 811 Main building and garage. This parking
facility was demolished in the 2nd quarter of 2002 for
construction of a 339 car expansion of the 811 Main Garage.
(15) The 811 Main building, Kansas City, Missouri consisting 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 24,000
rentable 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 200,600 rentable
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 of owing of $5,315,574.
(16) 700 Baltimore surface parking in Kansas City, Missouri.
Through a tax-free exchange between Delaware Redevelopment
Corporation for the 710 Main Garage Building on September 1,
1999, the Company obtained this 251 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
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the property is considered good and is collateral for a line
of credit with Commerce Bank.
(17) A tract of ground approximately one-half block in width on the
east side of Main Street between 6th and 8th Streets in Kansas
City, Missouri. 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
112 car surface parking lot. This parking location is
collateral for a line of credit with Commerce Bank. The south
facility contains a 204 car-parking garage at 711 Main,
Kansas City, Missouri
(18) An irregular tract of ground located at 600 Main in Kansas
City, Missouri 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 91 car surface parking lot.
This parking location is collateral for a line of credit with
Commerce Bank.
(b) New Mark, a division of the Company, originally owned 1,207 acres
located in Kansas City North, Missouri, immediately adjacent to and
contiguous with the apartment complex owned by the Company. The
tract is owned in fee. Residential lots and land aggregating
approximately 847 acres have been sold from the tract by the
Company. 42 acres have been utilized in Company apartment
development. An additional 116 acres have been dedicated to streets,
and 103 acres are designated as an open greenbelt area. An
additional 60 acres were sold in February, 2003.
Item 3. Legal Proceedings.
During the quarter ended June 30, 2001, the Company was served regarding a
civil action filed by a former tenant of the Commerce Tower Building. The
suit alleges that asbestos fibers were released as the result of a fire on
July 22, 2000 in a suite in the building. The suit seeks damages for
property damage, medical monitoring and relocation on theories of
negligence, nuisance and breach of contract. There is also a claim for
punitive damages. Plaintiff alleges that he brings the suit on behalf of
himself and on behalf of the leasehold tenants of Commence Tower on
July 22, 2000. There have been no proceedings on the class issue.
Monitoring performed during the repair process indicated that fibers were
properly contained. The Company will vigorously defend its position and
believes the suit is without merit.
The Company is not involved in any additional material pending litigation
other than ordinary routine proceedings incidental to their business.
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Item 4. Submission of Matters to a Vote of Security Holders.
The Company did not submit any matters to a vote of security holders
during the fourth quarter of 2002.
Part II
Item 5. Market for Registrant's Common Stock and Related Security Holder
Matters.
The Company'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
2002 and 2001. The "over-the-counter" market quotations shown below
reflect interdealer prices without retail markup, markdown or commissions
and may not necessarily represent actual transactions.
2002 2001
------------------- -------------------
Quarter Bid Asked Bid Asked
------- ------- ------- ------- -------
First $175.00 $ -- $156.00 $ --
Second 175.00 -- 160.00 --
Third 175.00 -- 160.00 --
Fourth 175.00 -- 165.00 --
There are no present or future restrictions on the ability of Registrant
to pay common stock dividends. No dividends were paid in 2002 or 2001.
The table below shows the number of holders of record of each class of
equity securities of Registrant as of February 18, 2003:
Number of
Title of Class Security Holders
-------------- ----------------
Common stock,
$1.00 par value 374
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Item 6. Selected Financial Data.
Reference is made to the caption "Selected Financial Data" on Page 30 of
Registrant's 2002 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 29 of Registrant's 2002 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 7a. Market Risk Disclosure.
Reference is made to caption "Market Risk Disclosure" set forth on Page 29
of Registrant's 2002 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 30 through 32 of
Registrant's 2002 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.
Part III
Item 10. Directors and Executive Officers of the Registrant.
Reference is made to the caption "Election of Directors" set forth on Page
3 of Registrant's Proxy Statement relating to Annual Meeting of
Stockholders to be held April 09, 2003. 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.
-8-
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 furnished to Registrant
pursuant to Section 16(a) of the Securities Exchange Act of 1934 with
respect to the fiscal year ended December 31, 2002, Registrant believes
that all such reports required to be filed during such fiscal year by
Registrant's officers, directors, and 10% beneficial owners were timely
filed except for the reports described in this paragraph. During December
2002, Brian D. Everist, David W. Kemper, Jonathan M. Kemper, and William
E. Quirk, directors of Registrant, each filed one untimely Form 4 with
respect to one transaction in Registrant's common stock. All four of these
Forms 4 were filed less than one week after their due date.
Item 11. Executive Compensation.
Reference is made to the captions "Summary Compensation Table" and
"Compensation Plans" set forth on Pages 8 through 11 of Registrant's Proxy
Statement relating to Annual Meeting of Stockholders to be held April 09,
2003. 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 09, 2003.
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 12 of
Registrant's Proxy Statement relating to Annual Meeting of Stockholders to
be held April 09, 2003. 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 14. Controls and Procedures.
Under the supervision and with the participation of the management of the
Company, including the Company's chief executive officer and chief
financial officer, the Company has evaluated the effectiveness of the
design and operation of the Company's disclosure controls and procedures
within 90 days of the filing date of this annual report. Based on that
evaluation, the Company's chief executive officer and chief financial
officer have concluded that these controls and procedures are effective.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to
the date of their evaluation.
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Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1) Financial Statements. The following consolidated financial
statements of the Registrant, together with the reports of
independent public accountants, contained in the Registrant's
2002 Annual Report to Stockholders are hereby incorporated
herein:
Consolidated Balance Sheets - December 31, 2002 and 2001
Consolidated Statements of Operations for the Years Ended
December 31, 2002, 2001 and 2000
Consolidated Statements of Comprehensive Income (Loss) for the
Years Ended December 31, 2002, 2001 and 2000
Consolidated Statements of Stockholders' Investment for the
Years Ended December 31, 2002, 2001 and 2000
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2002, 2001 and 2000
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
(2) Schedule III, contained in the Registrant's 2002 Annual Report
to Stockholders, is incorporated herein by reference.
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.
(3) Exhibits.
Item No. Description Location
- -------- ----------------------------------- -----------------------------------
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)
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Item No. Description Location
- -------- ----------------------------------- -----------------------------------
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)
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 install-
ments to October, 2007
10(a) Hillsborough Apartment Complex Filed on January 11, 1993, as
Acquisition agreement Exhibit A to Registrant's
Form 8-K (File No. 0-18261)
(b) Peppertree Apartment Complex Filed on October 12, 1993, as
Acquisition agreement Exhibit A to Registrant's Form 8-K
(File No. 0-18261)
(c) Barkley Place Office Building Filed on July 26, 1994, as
Acquisition agreement Exhibit A to Registrant's
Form 8-K (File No. 0-18261)
(d) 6601 College Boulevard Office Filed on February 27, 1996, as
Building acquisition agreement Exhibit A to Registrant's
Form 8-K
(File No. 0-18261)
(e) UMB Bank Office Building Filed on February 16, 1999, as
Acquisition agreement Exhibit A to Registrant's
Form 8-K
(File No. 0-18261)
(f) Woodlands Plaza I Office Filed on March 29, 2001, as
Building Acquisition agreement Exhibit A to Registrant's Form 8K
(File No. 0-18261)
(g) Tower Garage Sales Agreement Filed on August 15, 2001 as
Exhibit A to Registrant's Form
10-Q (File No. 0-18261)
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Item No. Description Location
- -------- ----------------------------------- -----------------------------------
13 Tower Properties Company's Annual
Report to its Stockholders for the
2002 fiscal year. Such report is
furnished for the information of the
Commission and is not to be deemed as
filed as part of this report.
(b) Reports on Form 8-K. Registrant filed no required reports on Form 8-K
during the last quarter of 2002.
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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 27, 2003 BY: /s/ JAMES M. KEMPER, JR.
------------------------------------
James M. Kemper, Jr.
Chairman
DATE: March 27, 2003 BY: /s/ ROBERT C. HARVEY III
------------------------------------
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 27, 2003 BY: /s/ DAVID W. KEMPER
------------------------------------
David W. Kemper
Director
DATE: March 27, 2003 BY: /s/ BRIAN D. EVERIST
------------------------------------
Brian D. Everist
Director
DATE: March 27, 2003 BY: /s/ JONATHAN M. KEMPER
------------------------------------
Jonathan M. Kemper
Director
DATE: March 27, 2003 BY: /s/ WILLIAM E. QUIRK
------------------------------------
William E. Quirk
Director
DATE: March 27, 2003 BY: /s/ THOMAS R. WILLARD
------------------------------------
Thomas R. Willard
President, Chief Executive Officer,
and Director
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CERTIFICATION
I, Thomas R. Willard, certify that:
1. I have reviewed this annual report on Form 10-K of Tower Properties
Company;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report.
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
(a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant is made known to us by others within those
entities, particularly during the period in which this
annual report is being prepared:
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this annual report
(the "Evaluation Date"); and
(c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date:
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors:
(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
/s/ THOMAS R. WILLARD
----------------------------------------
March 27, 2003 Thomas R. Willard
Chief Executive Officer
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CERTIFICATION
I, Robert C. Harvey, III, certify that:
1. I have reviewed this annual report on Form 10-K of Tower Properties
Company;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report.
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
(a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant is made known to us by others within those
entities, particularly during the period in which this
annual report is being prepared:
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this annual report
(the "Evaluation Date"); and
(c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date:
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors:
(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
/s/ ROBERT C. HARVEY, III
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March 27, 2003 Robert C. Harvey, III
Chief Financial Officer
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