Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
The Thermo Opportunity Fund, Inc.
- ------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date filed:
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PROXY
The
Thermo
Opportunity
Fund, Inc.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE THERMO
OPPORTUNITY FUND, INC.
The undersigned hereby appoints Gregory E. Ratte and John F. Splain
and each of them, with full power of substitution, as proxies to
vote, as designated below, for and in the name of the undersigned all
shares of stock of The Thermo Opportunity Fund, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Stockholders
of said Company scheduled to be held May 2, 1997 at the offices of
The American Stock Exchange, 86 Trinity Place, New York, New York
10005, or at any adjournment thereof (the "Meeting").
THE BOARD OF DIRECTORS RECOMMENDS A FOR VOTE ON THE ELECTION OF
DIRECTORS AND ON THE RATIFICATION OF THE SELECTION OF ARTHUR ANDERSEN
LLP. PLEASE MARK AN X IN ONE BOX UNDER EACH ITEM.
1. ELECTION of two (2) Directors / / FOR all nominees listed below.
/ / WITHHOLD AUTHORITY to vote for all nominees listed below.
Gregory E. Ratte, Francis S. Branin, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee,
write the nominee's name in the space below.
2. PROPOSAL to ratify the selection of ARTHUR ANDERSEN LLP as independent
auditors for the current fiscal year of the Fund.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, the PROXIES are authorized to vote upon such
other business as may property come before the Meeting.
This PROXY when executed will be voted in the manner directed by the
undersigned STOCKHOLDER(S).
If no direction is made, this PROXY will be voted FOR
Proposals 1 and 2.
ALL FORMER PROXIES ARE HEREBY REVOKED.
DATED:_________ , 1997
-------------------------
(Signature of Stockholder)
-------------------------
(Signature of Stockholder)
(Please sign exactly as your
name or names appear opposite.
All joint owners should sign.
When signing in a fiduciary
capacity or as a corporate
officer, please give
your full title as such.)
<PAGE>
THERMO
OPPORTUNITY
FUND
March 17, 1997
Dear Fellow Stockholder:
The directors and officers of The Thermo Opportunity Fund,
Inc. join me in extending to you a cordial invitation to attend
the first annual meeting of our stockholders. This meeting will
be held at 2:00 p.m. on Friday, May 2, 1997, at the offices of
the American Stock Exchange, 86 Trinity Place, Room 1304, New
York, New York 10005.
The formal notice of this annual meeting and the proxy statement
appear on the following pages. After reading the proxy statement, PLEASE MARK,
SIGN, AND RETURN THE ENCLOSED PROXY CARD TO ENSURE THAT YOUR VOTES ON THE
BUSINESS MATTERS OF THE MEETING WILL BE RECORDED.
We hope that you will attend this meeting. Regardless of the number
of shares you own, or whether or not you plan to attend the meeting, we urge
you to return your proxy promptly in the postage prepaid envelope provided.
We look forward to seeing you on May 2.
Sincerely,
/s/ Gregory E. Ratte
Gregory E. Ratte
Chairman
One Broadway New York, New York 10004 Telephone: 888.254.6872
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 1997
The Annual Meeting of Stockholders (the "Meeting") of THE THERMO
OPPORTUNITY FUND, INC.(the "Fund") will be held at the offices of The American
Stock Exchange, 86 Trinity Place, Room 1304, New York, New York 10005 on May
2, 1997 at 2:00 p.m. for the following purposes:
1. To elect two Directors (PROPOSAL NO. 1);
2. To ratify the selection of Arthur
Andersen LLP as independent auditors for
the current fiscal year (PROPOSAL NO. 2);
and
3. To transact such other business as may
properly come before the Meeting or any
adjournments thereof.
The stock transfer books will not be closed but in lieu thereof, the
Board of Directors of the Fund has fixed the close of business on March 10,
1997 as the record date for the determination of Stockholders of the Fund
entitled to notice of, and to vote at, the Meeting and any adjournment
thereof.
By Order of the Board of Directors
/s/ John F. Splain
John F. Splain, Secretary
March 17, 1997
<PAGE>
STOCKHOLDERS OF THE FUND ARE INVITED TO ATTEND THE MEETING IN PERSON.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE
ASK THAT YOU MAIL YOUR PROXY PROMPTLY.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE
. IN FAVOR OF THE NOMINEES FOR THE BOARD OF DIRECTORS LISTED IN
THE PROXY STATEMENT, AND
. FOR THE RATIFICATION OF THE SELECTION OF ARTHUR ANDERSEN LLP AS
INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE>
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 1997
INTRODUCTION
This proxy statement is furnished in connection with the solicitation
by the Board of Directors (the "Board") of THE THERMO OPPORTUNITY FUND, INC.
(the "Fund") of proxies to be voted at the Annual Meeting of Stockholders (the
"Meeting") of the Fund to be held at the offices of The American Stock
Exchange, 86 Trinity Place, Room 1304, New York, New York 10805, on May 2,
1997 at 2:00 p.m. and at any adjournments thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Stockholders. Any such
adjournment will require the affirmative vote of a majority of the shares
present in person or by proxy to be voted at the Meeting. The persons named as
proxies will vote in favor of any such adjournment those proxies which
instruct them to vote in favor of any of the proposals. Conversely, they will
vote against any such adjournment any proxies which instruct them to vote
against all proposals. The address of the principal executive office of the
Fund is One Broadway, New York, New York 10004.
Proposal No. 1 must be approved by a plurality of the shares voting
and Proposal No. 2 must be approved by a simple majority of shares voting.
A majority of the outstanding shares of the Fund must be present in person or
by proxy to have a quorum to conduct business for the Fund at the Meeting.
The Fund will pay the costs of solicitation, including the printing
and mailing of the proxy materials. Certain officers, directors and regular
and temporary employees of the Fund, the Adviser and The Fifth Third Bank (the
"Transfer Agent") (none of whom will receive special compensation therefor) may
<PAGE>
solicit proxies in person or by telephone, facsimile, telegraph or mail. The
Fund will reimburse brokers, custodians, nominees and fiduciaries for the
reasonable expenses incurred by them in connection with forwarding
solicitation material to the beneficial owners of shares held of record by
such persons.
All properly executed proxies received prior to the Meeting will be
voted at the Meeting in accordance with the instructions marked thereon or
otherwise as provided therein. Abstentions do not constitute votes "for" or
"against" a matter and will be disregarded in determining the "votes cast" on
the issue. Broker non-votes (i.e., proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other person entitled to vote shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power) will be treated
the same as abstentions. Unless instructions to the contrary are marked,
shares represented by a proxy will be voted "FOR" each Proposal. Any proxy may
be revoked at any time prior to the exercise thereof by submitting another
proxy bearing a later date or by giving written notice to the Secretary of the
Fund at the address indicated above or by voting in person at the Meeting.
The enclosed Proxy and this Proxy Statement are first being sent to
Stockholders on or about March 17, 1997.
The Board knows of no business other than that specifically
mentioned in the Notice of Meeting which will be presented for consideration
at the Meeting. If any other matters are properly presented, the persons named
in the enclosed proxy will be permitted to vote thereon in accordance with
their best judgment.
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<PAGE>
The Board has fixed the close of business on March 10, 1997 as the
record date (the "Record Date") for the determination of Stockholders of the
Fund entitled to notice of and to vote at the Meeting or any adjournment
thereof. Stockholders of the Fund on that date will be entitled to one vote on
each matter to be voted on for each share held, with no cumulative voting
rights.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT
ANNUAL REPORT TO A STOCKHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE
DIRECTED TO THE FUND BY CALLING (888) 245-6872 OR BY WRITING TO THE FUND'S
ADMINISTRATOR, MGF SERVICE CORP., 312 WALNUT STREET, 21ST FLOOR, CINCINNATI,
OHIO 45202.
As of the Record Date, the Fund had outstanding 1,760,417 shares of
common stock, $.001 par value. As of such date, to the knowledge of the Fund,
no person beneficially owned more than 5% of the Fund's outstanding shares.
PROPOSAL NO. 1
TO ELECT TWO DIRECTORS
The Fund's Board is divided into three classes of Directors, each
class serving for three years. The term of one class expires each year and no
term shall continue for more than three years after the applicable election.
This type of classification may prevent replacement of a majority of the
Directors for up to a two-year period. The foregoing is subject to the
provisions of the Investment Company Act of 1940, as amended (the "1940 Act"),
Maryland law and the Bylaws of the Fund.
It is the intention of the persons named in the accompanying form of
Proxy to nominate and to vote such Proxy for the election of the persons named
below, or if any such persons shall be unable to serve, to vote for the
election of such other person or persons as shall be determined by the persons
named in the Proxy in accordance with their judgment. The Fund, however, has
no reason to believe that it will be necessary to designate a substitute
nominee.
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<PAGE>
The following schedule sets forth certain information regarding each
Director and nominee, including incumbent Directors whose current terms do not
expire in 1997. All nominees have consented to being named in this Proxy
Statement and have agreed to serve if elected.
Except as indicated, each individual has held the office shown or
other offices in the same company for the last five years. The "interested"
nominees and Directors (as defined by Section 2(a)(19) of the 1940 Act) are
indicated by asterisks.
All Directors and officers as a group owned directly or beneficially
less than 1% of the Fund's outstanding shares as of the Record Date.
<TABLE>
<CAPTION>
INFORMATION REGARDING NOMINEES FOR ELECTION
PRINCIPAL OCCUPATIONS SHARES OF THE FUND
DURING PAST FIVE YEARS AND DIRECTOR BENEFICIALLY OWNED AT
NAME AND ADDRESS OF DIRECTOR PUBLIC DIRECTORSHIPS AGE SINCE MARCH 10, 1997
- ---------------------------- --------------------- --- ----- ------------------
<S> <C> <C> <C> <C>
*Gregory E. Ratte Principal of Brundage, 35 1996 1,000
Brundage, Story and Rose Story and Rose, L.L.C.
One Broadway (the "Adviser").
New York, New York 10004
*Francis S. Branin, Jr. Principal of the 49 1996 1,000
Brundage, Story and Rose Adviser; Vice
One Broadway President and a
New York, New York 10004 Trustee of Brundage,
Story and Rose Investment
Trust (an open-end registered
investment company).
<FN>
*Messrs. Ratte and Branin, as principals of the Adviser, are "interested persons"
of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. No
remuneration is paid by the Fund to Messrs. Ratte and Branin.
</FN>
</TABLE>
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF MR. RATTE
AND MR. BRANIN AS DIRECTORS OF THE FUND.
OTHER DIRECTORS
The other Directors of the Fund whose terms will not expire in 1997
are listed below.
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<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS DURING
PAST FIVE YEARS AND PUBLIC DIRECTOR TOTAL COMPENSATION
NAME AND ADDRESS OF DIRECTOR DIRECTORSHIPS AGE SINCE FROM FUND (1)
- ---------------------------- ----------------- --- ----- -------------
<S> <C> <C> <C> <C>
Henson L. Jones, Jr. General Partner of Telecam 58 1996 $7,000
744 Santa Barbara Road Partners, a real estate
Berkeley, California 94707 development company; a
director of Mountain
Hardware, an outdoor
equipment manufacturer.
Hollis S. McLoughlin An officer of Darby Overseas 46 1996 $7,000
1133 Connecticut Avenue Investment, Ltd., an
Suite 200 emerging markets investing
Washington, DC 20038 company; an officer and
Director of Darby Emerging Markets
Fund, L.D.C.; a partner of TFMW, a
real estate company; and a
Director of Petro Saantander, a
Canadian oil and gas company.
Blair M. Brewster President of Electromark, a 42 1996 $7,000
297 Henry Street manufacturing company, and
Brooklyn, New York 11201 a director of Electromark
AG and Electromark Graphic, which
are sales companies; a director of
Labelon, a manufacturing company;
a partner of Brewster Vineyards, a
real estate company; managing
partner of the Guild, a real
estate company.
<FN>
(1) Compensation for the current fiscal year, estimating future
payments that would be made pursuant to existing compensation
arrangement.
</FN>
</TABLE>
Directors who are not interested persons of the Fund or the Adviser
are compensated by the Fund and are reimbursed for out-of-pocket expenses.
Such Directors receive a retainer of $5,000 annually plus a fee of $500 for
one or more meetings of the Board (or a committee thereof) attended in person
on a single day. The Board held two meetings during the fiscal period ended
November 30, 1996.
The Fund has an Audit Committee which makes recommendations to the
Board concerning the selection of the Fund's independent auditors, reviews
with such auditors the scope and results of the annual audit and considers any
comments which the auditors may have regarding the Fund's financial statements
or books of account. The Audit Committee consists of Messrs. Brewster, Jones
and McLoughlin. One meeting of the Audit Committee was held during the fiscal
period ended November 30, 1996.
- 5 -
<PAGE>
During the fiscal period ended November 30, 1996, all Directors
attended at least 75% of the aggregate of (a) the total number of meetings of
the Board and (b) the total number of meetings held by all committees of the
Board on which they served.
<TABLE>
<CAPTION>
OFFICERS OF THE FUND
The following is a list of the executives officers of the Fund:
NAME AND ADDRESS AGE POSITION WITH THE FUND OFFICER SINCE
<S> <C> <C> <C>
Gregory E. Ratte 35 Chairman 1996
Brundage, Story and Rose, L.L.C
One Broadway
New York, NY 10004
Francis S. Branin, Jr 49 President 1996
Brundage, Story and Rose, L.L.C
One Broadway
New York, NY 10004
Robert G. Dorsey 39 Vice President 1996
Countrywide Fund Services, Inc.
312 Walnut Street
21st Floor
Cincinnati, OH 45202
John F. Splain 40 Secretary 1996
Countrywide Fund Services, Inc.
312 Walnut Street
21st Floor
Cincinnati, OH 45202
Mark J. Seger 39 Treasurer 1996
Countrywide Fund Services, Inc.
312 Walnut Street
21st Floor
Cincinnati, OH 45202
</TABLE>
The principal occupations of Messrs. Ratte and Branin are set forth
above. The principal occupations of the remaining executive officers of the
Fund during the past five years are set forth below:
Robert G. Dorsey is President and Treasurer of Countrywide
Fund Services, Inc. (a registered transfer agent and the Fund's
administrator) and Treasurer of Countrywide Investments, Inc. (a
registered broker-dealer) and Countrywide Financial Services,
Inc. (a financial services company and parent of Countrywide
Investments, Inc. and Countrywide Fund Services, Inc.). He is
also Vice President of Brundage, Story and Rose Investment Trust,
Markman MultiFund Trust, Capitol Square Funds and PRAGMA
- 6 -
<PAGE>
Investment Trust and Assistant Vice president of Williamsburg Investment
Trust, The Tuscarora Investment Trust, Schwartz Investment Trust, The Gannett
Welsh & Kotler Funds and Fremont Mutual Funds, Inc. (all of which are
registered investment companies).
John F. Splain is Secretary and General Counsel of Countrywide
Financial Services, Inc., Countrywide Fund Services, Inc. and Countrywide
Investments, Inc. He is also Secretary of Countrywide Investment Trust,
Countrywide Tax-Free Trust, Countrywide Strategic Trust, Brundage, Story and
Rose Investment Trust, Markman MultiFund Trust, PRAGMA Investment Trust, The
Tuscarora Investment Trust and Williamsburg Investment Trust and Assistant
Secretary of Schwartz Investment Trust, Capitol Square Funds, The Gannett
Welsh & Kotler Funds and Fremont Mutual Funds, Inc. (all of which are
registered investment companies.)
Mark J. Seger, C.P.A. is a Vice President of Countrywide
Financial Services, Inc. and Countrywide Fund Services, Inc. He
is also Treasurer of Countrywide Investment Trust, Countrywide
Tax-Free Trust, Countrywide Strategic Trust, Brundage, Story and
Rose Investment Trust, Markman MultiFund Trust, PRAGMA Investment
Trust, Capitol Square Funds and Williamsburg Investment Trust,
Assistant Treasurer of Schwartz Investment Trust, The Gannett
Welsh & Kotler Funds and The Tuscarora Investment Trust and
Assistant Secretary of Fremont Mutual Funds, Inc.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires each of the Fund's Directors and officers, the Adviser, affiliated
persons of the Adviser and persons who own more than 10% of the Fund's
outstanding shares to file forms with the Securities and Exchange Commission
(the "SEC") and The American Stock Exchange, reporting their affiliation with
the Fund and reports of ownership and changes in ownership of shares of the
Fund. These persons and entities are required by SEC regulations to furnish
the Fund with copies of all such forms they file. Based on a review of these
forms furnished to the Fund, management of the Fund believes that during the
last fiscal year, the Fund's Directors and officers, the Adviser and
affiliated persons of the Adviser complied with the applicable
- 7 -
<PAGE>
filing requirements except for the following: a Form 5 reflecting the purchase
of 3,000 shares of the Fund by trusts affiliated with Mr. Henson L. Jones was
inadvertently reported late. To the knowledge of management of the Fund, no
Stockholder of the Fund owns more than 10% of the Fund's outstanding shares.
PROPOSAL NO. 2
TO RATIFY OR REJECT THE SELECTION OF
ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS
FOR THE FUND'S CURRENT FISCAL YEAR
Arthur Andersen LLP has been selected by the Board as independent
auditors for the current fiscal year by vote of a majority of the Fund's
Directors who are not interested persons of the Fund as defined in the 1940
Act. Such selection was recommended by the Audit Committee of the Board. The
employment of Arthur Andersen LLP is conditioned on the right of the Fund to
terminate the employment without penalty by a vote of a majority of its
outstanding voting shares. Such selection by the Board is submitted to the
Stockholders for their ratification or rejection.
Representatives of Arthur Andersen LLP are not expected to be present
at the Meeting, although they will have an opportunity to attend and to make a
statement, if they so desire. If representatives of Arthur Andersen LLP are
present, they will be available to respond to any appropriate questions from
Stockholders.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 2.
- 8 -
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1998 Annual
Meeting of the Stockholders of the Fund must be received by the Fund at its
principal executive office in New York by November 17, 1997 to be included in
the proxy statement and the form of proxy relating to that meeting.
OTHER MATTERS
Management of the Fund knows of no other matters which are to be
brought before the Meeting. However, if any other matters not now known or
determined properly to come before the Meeting, it is the intention of the
persons named in the enclosed form of proxy to vote such proxy in accordance
with their judgment on such matters. Any financial statements accompanying
this Proxy Statement are for informational purposes only, do not constitute
soliciting material and are not incorporated herein.
All Proxies received will be voted in favor of all the proposals,
unless otherwise directed therein.
By order of the Board of Directors
/s/ John F. Splain
John F. Splain, Secretary
March 17, 1997
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