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):
[X] No filing fee due
[ ] $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:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
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):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
<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:
----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
3) Filing party:
----------------------------------------------------------------------
4) Date filed:
----------------------------------------------------------------------
THERMO
OPPORTUNITY
FUND
THE THERMO OPPORTUNITY FUND, INC.
January 29, 1998
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 annual meeting of our
stockholders. This meeting will be held at 12:30 p.m. on Tuesday, April 28,
1998, at the offices of Brundage, Story and Rose, L.L.C., One Broadway, New
York, New York 10004.
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 April 28.
Sincerely,
/s/ Gregory E. Ratte'
Gregory E. Ratte'
Chairman
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 28, 1998
The Annual Meeting of Stockholders (the "Meeting") of THE THERMO
OPPORTUNITY FUND, INC.(the "Fund") will be held at the offices of Brundage,
Story and Rose, L.L.C., One Broadway, New York, New York 10004 on April 28, 1998
at 12:30 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 January 28, 1998 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
January 29, 1998
<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 APRIL 28, 1998
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 Brundage, Story and Rose,
L.L.C., One Broadway, New York, New York 10004, on April 28, 1998 at 12:30 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
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
<PAGE>
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 January 29, 1998.
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.
The Board has fixed the close of business on January 28, 1998 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.
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.
- 2 -
<PAGE>
The following schedule sets forth certain information regarding each
Director and nominee, including incumbent Directors whose current terms do not
expire in 1998. 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.
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.
Information Regarding Nominees For Election
<TABLE>
<CAPTION>
Principal Occupations Shares of the Fund
During Past Five Years and Director Beneficially Owned
Name and Address of Director Public Directorships Age Since as of Record Date
- ---------------------------- -------------------- --- ----- -----------------
<S> <C> <C> <C> <C>
Henson L. Jones, Jr. General Partner of 59 1996 4,500
744 Santa Barbara Road Telecam Partners, a
Berkeley, California 94707 real estate development
company; a director of
Mountain Hardware, an
outdoor equipment manufacturer.
Hollis S. McLoughlin An officer of Darby 47 1996 500
1133 Connecticut Avenue,N.W. Overseas Investment, Ltd.,
Suite 200 an emerging markets investment
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.
</TABLE>
The Board recommends that you vote "FOR" the election of Mr. Jones and Mr.
McLoughlin as Directors of the Fund.
- 3 -
<PAGE>
Other Directors
The other Directors of the Fund whose terms will not expire in 1998 are
listed below. The "interested" Directors (as defined by Section 2(a)(19) of the
1940 Act) are indicated by asterisks.
<TABLE>
<CAPTION>
Principal Occupations Shares of the Fund
During Past Five Years and Director Beneficially Owned
Name and Address of Director Public Directorships Age Since as of Record Date
- ---------------------------- --------------------- --- ----- -----------------
<S> <C> <C> <C> <C>
Blair M. Brewster President of Electromark, 43 1996 None
297 Henry Street a 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.
*Gregory E. Ratte' Principal of Brundage, 36 1996 2,400
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 50 1996 1,800
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).
</TABLE>
*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.
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 four meetings during the fiscal year ended November
30, 1997.
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. Two meetings of the Audit Committee were held during the fiscal year
ended November 30, 1997.
- 4 -
<PAGE>
During the fiscal period ended November 30, 1997, 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.
The following table sets forth the compensation paid to the Directors for
the fiscal year ended November 30, 1997.
Aggregate
Compensation
Director From Fund
-------- ---------
Francis S. Branin, Jr. None
Blair M. Brewster $7,000
Henson L. Jones, Jr. $7,000
Hollis S. McLoughlin $7,000
Gregory E. Ratte' None
Officers of the Fund
The following is a list of the executives officers of the Fund:
<TABLE>
<CAPTION>
Name and Address Age Position with the Fund Officer Since
- ---------------- --- ---------------------- -------------
<S> <C> <C> <C>
Gregory E. Ratte' 36 Chairman 1996
Brundage, Story and Rose, L.L.C.
One Broadway
New York, NY 10004
Francis S. Branin, Jr. 50 President 1996
Brundage, Story and Rose, L.L.C.
One Broadway
New York, NY 10004
Robert G. Dorsey 40 Vice President 1996
Countrywide Fund Services, Inc.
312 Walnut Street, 21st Fllor
Cincinnati, OH 45202
John F. Splain 41 Secretary 1996
Countrywide Fund Services, Inc.
312 Walnut Street, 21st Floor
Cincinnati, OH 45202
Mark J. Seger 36 Treasurer 1996
Countrywide Fund Services, Inc.
312 Walnut Street, 21st Floor
Cincinnati, OH 45202
</TABLE>
- 5 -
<PAGE>
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, 312 Walnut Street, Cincinnati, Ohio is President and
Treasurer of Countrywide Fund Services, Inc., Vice President - Finance and
Treasurer of Countrywide Financial Services, Inc. and Treasurer of Countrywide
Investments, Inc. He is also Vice President of Countrywide Investment Trust,
Countrywide Strategic Trust, Countrywide Tax-Free Trust, Brundage, Story and
Rose Investment Trust, Markman MultiFund Trust, PRAGMA Investment Trust,
Maplewood Investment Trust, a series company, The Dean Family of Funds and The
New York State Opportunity Funds and Assistant Vice President of Williamsburg
Investment Trust, Schwartz Investment Trust, The Tuscarora Investment Trust, The
Gannett Welsh & Kotler Funds and Interactive Investments, all of which are
registered investment companies.
JOHN F. SPLAIN, 312 Walnut Street, Cincinnati, Ohio is Vice President,
Secretary and General Counsel of Countrywide Fund Services, Inc. and Secretary
and General Counsel of Countrywide Investments, Inc. and Countrywide Financial
Services, Inc. He is also Secretary of Countrywide Tax-Free Trust, Countrywide
Investment Trust, Countrywide Strategic Trust. Brundage, Story and Rose
Investment Trust, Williamsburg Investment Trust, Markman MultiFund Trust, The
Tuscarora Investment Trust, PRAGMA Investment Trust and Maplewood Investment
Trust, a series company, and Assistant Secretary of Schwartz Investment Trust,
The Gannett Welsh & Kotler Funds, Interactive Investments, the New York State
Opportunity Funds and the Dean Family of Funds.
MARK J. SEGER, C.P.A., 312 Walnut Street, Cincinnati, Ohio is Vice
President of Countrywide Fund Services, Inc. and Countrywide Financial Services,
Inc. He is also Treasurer of Countrywide Tax-Free Trust, Countrywide Investment
Trust, Countrywide Strategic Trust. Brundage, Story and Rose Investment Trust,
Williamsburg Investment Trust, Markman MultiFund Trust, PRAGMA Investment Trust,
Maplewood Investment Trust, a series company, the New York State Opportunity
Funds and the Dean Family of Funds and Assistant Treasurer of Schwartz
Investment Trust, The Tuscarora Investment Trust, The Gannett Welsh & Kotler
Funds and Interactive Investments.
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
- 6 -
<PAGE>
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 filing requirements. 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.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1999 Annual Meeting
of the Stockholders of the Fund must be received by the Fund at its principal
executive office in New York by October 1, 1998 to be included in the proxy
statement and the form of proxy relating to that meeting.
- 7 -
<PAGE>
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
January 29, 1998
- 8 -
