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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, 2003 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 OF (IRS EMPLOYER IDENTIFICATION NO.)
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 | |
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN EXCHANGE ACT RULE 12b-2) YES | | NO |X|
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.)
$20,736,113 at March 23,2004
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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 - 107,441 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, 2003, are
incorporated by reference in Parts I, II and IV. Portions of the Proxy Statement
for the Annual Meeting of Stockholders to be held May 12, 2004 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 in Missouri.
In 2003, the Company completed two major construction projects, the
Oakbrook apartments at New Mark and the 811 Main Garage expansion.
Completed in December 2003 at a cost of approximately $17,000,000, a
newly constructed addition called Oakbrook at New Mark was made to
the New Mark apartment complex. Oakbrook is a 16-building, 248-unit
complex on a 18.83-acre tract, located at 103rd and North Oak in
Kansas City North, Missouri. Also, on the Oakbrook property, a new
5,000 sq. ft. clubhouse and pool was constructed in 2003. Completed
in November 2003, at a cost of approximately $8,000,000, a 339-car
expansion was newly constructed which connects with the 811 Main
garage, increasing the 811 Main garage to 854 spaces.
(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 1,278,800 rentable square feet of office and warehouse space
located in the Kansas City and St. Louis metropolitan
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areas. Substantially all the improved real estate owned by the
Company consists of office buildings, a warehouse, a
warehouse/office facility, 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 86 percent of the 2003 revenues. The remaining 14
percent of 2003 revenues include management, service and
construction fees (3 percent), commissions (3 percent), gain on real
estate sales (2 percent), early termination fees on leases (5
percent) and other income (1 percent). The Company competes with
other building owners in the renting and leasing of office building
space. The Company employed 53 persons on a full-time basis and 3
persons on a part-time basis at December 31, 2003.
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,
2003, 2002 and 2001, the Company received rent and fees of
$3,253,673, $2,784,226 and $2,769,579, respectively, from Commerce.
In 2003, the Company also received $465,000 in lease buyout income
from Commerce. The Company was also reimbursed by Commerce for
labor, utilities and construction costs initially funded by the
Company on behalf of Commerce in the amount of $2,100,234,
$3,085,345, and $978,639 in 2003, 2002 and 2001, respectively.
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 67 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. There is a negative pledge of rents as additional
collateral for the line of credit with Commerce Bank.
(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
excellent condition. The building is 91 percent occupied. The
building is subject to a mortgage deed of trust securing a
loan with a balance owing of $2,765,826.
(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
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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 $4,182,507.
(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
fair condition. The building is vacant. The building is
subject to a mortgage deed of trust securing a loan with a
balance owing of $939,034.
(5) UMB Bank, a 6-story 54,600 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 76 percent leased. The building is
subject to a mortgage deed of trust securing a loan with a
balance owing of $6,104,397.
(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
percent leased. The building is subject to a mortgage deed of
trust securing a loan with a balance owing of $6,571,600.
(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 $1,506,761. The
expansion is subject to a mortgage deed of trust security a
loan with a balance of $626,832.
(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 good condition. The
building is vacant, but in March 2004 a new five-year triple
net lease was signed with a tenant to occupy 78 percent of the
building beginning June 1, 2004. The tenant will occupy 100
percent of the warehouse beginning on June 1, 2006 and has an
option to buy the building at the end of the lease. The
warehouse is subject to a mortgage deed of trust securing a
loan with a balance owning of $2,204,939.
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(9) A 45-building, 622-unit apartment complex, on a 49.8-acre
tract, located near New Mark Drive, North Oak 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 374 apartments in
Phase I through IV are 78 percent occupied. The Company
considers Phase I through IV to be in good condition. The
original 210 unit apartments, Phase I and Phase II, are
subject to a mortgage deed of trust securing a loan with a
balance owing of $1,252,757. The 140 units, Phase III, are
subject to a mortgage deed of trust securing a loan with a
balance owing of $4,214,221. The 24 units, Phase IV, are
subject to a mortgage deed of trust securing a loan with a
balance owing of $920,796.
Completed in December 2003, a newly constructed addition
called Oakbrook at New Mark was made to the New Mark Apartment
complex. Oakbrook is a 16-building, 248-unit complex, on a
18.83-acre tract, located at 103rd and North Oak in Kansas
City North, Missouri. Also on the Oakbrook property, a new
5,000 sq. ft. clubhouse and pool was constructed in 2003. The
Oakbrook apartments are 37 percent occupied. The Company
considers the Oakbrook portion of the complex to be in
excellent condition. The Oakbrook 248 units, the 8 garages
(108 parking spaces) and the 5,000 sq. ft. clubhouse and pool
are subject to a 3-year balloon construction loan due February
18, 2006, with a balance owing of $10,250,000, a first deed of
trust and a second deed of trust as additional collateral for
the line of credit with Commerce Bank. In March 2004, the
Company signed a commitment letter to refinance the Oakbrook
portion of the New Mark complex. A new fifteen-year loan for
approximately $12,000,000 at 5.56% with State Farm is expected
to close in the second quarter of 2004, which will replace the
current construction loan.
(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. The Company considers the
24-building complex to be in good condition. The apartments
are 84 percent occupied. The original 261 apartments are
subject to a mortgage deed of trust securing a loan with a
balance owing of $5,151,019. The 68 units are subject to a
mortgage deed of trust securing a loan with a balance owing of
$2,045,098.
(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
92 percent occupied. The apartments are subject to a mortgage
deed of trust securing a loan with a balance owing of
$2,744,863. This loan was paid off on March 1, 2004, when the
Company refinanced and entered into a new twenty-year loan for
$5,000,000 at 5.89% with Thrivent Financial for Lutherans.
(12) One block of surface parking bounded generally by Sixth
Street, Baltimore Street, Seventh Street and Wyandotte Street
in Kansas City, Missouri. This parking
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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 lot 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) A 212-car parking garage at 700 Walnut in Kansas City,
Missouri that is in a building constructed in 1891. The
Company purchased this garage on August 26, 2003. The
condition of the property is considered poor.
(15) The 811 Main building, Kansas City, Missouri, consisting of an
L-shaped, 12-story combination office building and original
parking garage, was completed in 1959. The Company acquired
the property in 1972. 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 original 811 Main building and garage
property is considered good. The building is subject to a
mortgage deed of trust of trust securing a loan with a balance
owing of $4,955,123. On April 28 2003, approximately 11,000
square feet of land was purchased and a 339-car expansion was
constructed in 2003, which connects with the 811 Main garage,
increasing the 811 Main garage to 854 spaces. The condition of
the new garage expansion is excellent. The garage expansion is
subject to a 3-year balloon construction loan due May 1, 2006
with a balance owing of $2,400,000.
(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 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 are
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.
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(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) The Company has approximately 40 acres of undeveloped land
held for sale located in Kansas City North, Missouri, near the
New Mark apartment complex owned by the Company. The tract is
owned in fee.
Item 3. Legal Proceedings.
A former tenant of Commerce Tower has pending a suit against the Company
relating to asbestos in that building. The suit alleges fraud, gross
negligence, nuisance and breach of contract. Plaintiff seeks to represent
a class for damages for alleged excessive rent, property damage and
medical monitoring. The suit also seeks punitive damages and an order
requiring removal of the asbestos in the building. Plaintiff originally
filed suit in June 2001, then voluntarily dismissed that suit on May 30,
2003 and immediately filed the current suit. Monitoring performed in the
building has indicated that fibers are properly contained. The Company
believes the suit is without merit and intends to defend its position
vigorously.
The Company is not involved in any additional material pending litigation.
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 2003.
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 range of low and
high trade prices in each quarter of 2003 and 2002.
2003 2002
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Quarter Low High Low High
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First $172.25 $175.00 $173.00 $175.00
Second 170.50 174.00 175.00 177.00
Third 176.00 181.00 175.00 175.00
Fourth 168.00 175.00 175.00 175.00
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There are no present or future restrictions on the ability of Registrant
to pay common stock dividends. No dividends were paid in 2003 or 2002.
The table below shows the number of holders of record of each class of
equity securities of Registrant as of March 23, 2004:
Number of
Title of Class Security Holders
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Common stock,
$1.00 par value 360
Item 6. Selected Financial Data.
Reference is made to the caption "Selected Financial Data" on Page 33 of
Registrant's 2003 Annual Report to Stockholders (attached hereto as
Exhibit 13) 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 24
through 32 of Registrant's 2003 Annual Report to Stockholders (attached
hereto as Exhibit 13) 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 "Quantitive and Qualitive Disclosure About
Market Risk" set forth on Page 31 of Registrant's 2003 Annual Report to
Stockholders (attached hereto as Exhibit 13) 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 23 and Pages 33 through 35 of
Registrant's 2003 Annual Report to Stockholders (attached hereto as
Exhibit 13) which, pursuant to General Instruction G(2) to Form 10-K and
Securities Exchange Act Rule 12b-23, is incorporated herein by reference.
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Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosures.
There were no changes in or disagreements with the Company's independent
accountants during the Company's two most recent fiscal years.
Item 9A. Controls and Procedures.
At December 31, 2003, 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 pursuant to exchange Act Rule 13a-15. Based on
such evaluation, the Company's chief executive officer and chief financial
officer have concluded that the Company's controls and procedures are
effective to ensure that information required to be disclosed in the
reports that the Company files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized, and reported as required
and within the time periods specified in the SEC's rules and forms. There
have been no significant changes in the Company's internal controls over
financial reporting or in other factors that have materially affected or
are reasonable likely to materially affect the Company's internal control
over financial reporting subsequent to the date of their evaluation.
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 May 12, 2004. 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.
On November 18, 2003 the Company adopted a Code of Ethics within the
meaning of Item 406 of Regulation S-K that applies to its Chief Executive
Officer, Chief Financial Officer and Controller. A copy of the Code of the
Ethics is attached hereto as Exhibit 14.
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, 2003, 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. James M. Kemper,
Jr. did not timely file (a) a Form 5 due on February 14, 2002, to report
two grants of stock options received in 2001; (b) one Form 4 due on
October 25, 2002 to report the receipt of a stock option; and (c) a Form 5
due on February 14, 2003 to report gifts made by him on July 19, 2002. All
of these transactions were subsequently reported on a Form 5 filed in
February 2004.
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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 May 12,
2004. 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 Pages 6 and 7 of Registrant's Proxy
Statement relating to Annual Meeting of Stockholders to be held May 12,
2004. 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 Pages 12 and
13 of Registrant's Proxy Statement relating to Annual Meeting of
Stockholders to be held May 12, 2004. 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. Principal Accountant Fees and Services.
Information regarding accounting services and fees is set forth under the
caption "Accounting Information" set forth on Page 13 of Registrant's
Proxy Statement relating to Annual Meeting of Stockholders to be held May
12, 2004. 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
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1) Financial Statements. The following financial statements of
the Registrant, together with the Independent Auditor's
Report, contained in the Registrant's 2003 Annual Report to
Stockholders are hereby incorporated herein:
Balance Sheets - December 31, 2003 and 2002
Statements of Operations for the Years Ended December 31,
2003, 2002 and 2001
Statements of Comprehensive Income for the Years Ended
December 31, 2003, 2002 and 2001
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Statements of Stockholders' Investment for the Years Ended
December 31, 2003, 2002 and 2001
Statements of Cash Flows for the Years Ended December 31,
2003, 2002 and 2001 Notes to Financial Statements
Independent Auditor's Report
(2) Schedule III, contained on Page 34 of the Registrant's 2003
Annual Report to Stockholders, is (attached hereto as Exhibit
13), 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
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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)
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)
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(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 Building Filed on February 27, 1996, as
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 8-K
(File No. 0-18261)
(g) Tower Garage Sales Agreement Filed on August 15, 2001 as
Exhibit A to Registrant's
Form 8-K
(File No. 0-18261)
13 Tower Properties Company `s Annual Report to its Stockholders for the 2003
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.
14 Code of Ethics that applies to the Chief Executive Officer, Chief
Financial Officer and Controller.
31.1 - Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934
31.2 - Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934
32.1 - Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350
32.2 - Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350
(b) Reports on Form 8-K. Registrant filed no required reports on Form 8-K
during the last quarter of 2003.
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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 29, 2004 BY: /s/THOMAS R. WILLARD
------------------------------------
Thomas R. Willard
President, and Chief Executive
Officer
DATE: March 29, 2004 BY: /s/STANLEY J. WEBER
------------------------------------
Stanley J. Weber
Chief Financial Officer, Vice
President, Treasurer 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 29, 2004 BY: /s/JAMES M. KEMPER, JR.
------------------------------------
James M. Kemper, Jr.
Chairman, and Director
DATE: March 29, 2004 BY: /s/DAVID W. KEMPER
------------------------------------
David W. Kemper
Director
DATE: March 29, 2004 BY: /s/BRIAN D. EVERIST
------------------------------------
Brian D. Everist
Director
DATE: March 29, 2004 BY: /s/JONATHAN M. KEMPER
------------------------------------
Jonathan M. Kemper
Director
DATE: March 29, 2004 BY: /s/WILLIAM E. QUIRK
------------------------------------
William E. Quirk
Director
DATE: March 29, 2004 BY: /s/THOMAS R. WILLARD
------------------------------------
Thomas R. Willard
President, Chief Executive Officer,
and Director
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