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:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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:
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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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3) Filing party:
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4) Date filed:
<PAGE>
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, Francis S. Branin, Jr.
and Tina D. Hosking 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. (the
"Fund") which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Fund scheduled to be held April 11, 2000 at the offices
of Brundage, Story and Rose, L.L.C., One Broadway, New York, New York
10004, or at any adjournment thereof (the "Meeting").
The Board of Directors recommends a FOR vote on the liquidation and
dissolution of the Fund, on the election of two Directors and on the
ratification of the selection of Arthur Andersen LLP. Please mark an X in
one box under each item.
1. PROPOSAL to approve the liquidation and dissolution of the Fund, as set
forth in the Plan of Liquidation and Dissolution (the "Plan") adopted by
the Board of Directors of the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION of two (2) Directors [ ] FOR the nominees listed below
[ ] WITHHOLD AUTHORITY to vote for the
nominees listed below.
Gregory E. Ratte' [ ] WITHHOLD AUTHORITY to vote for this
nominee.
Francis S. Branin, Jr. [ ] WITHHOLD AUTHORITY to vote for this
nominee.
3. 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 properly 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 REGARDING PROPOSALS 1 OR 3, THIS PROXY CONFERS
DISCRETIONARY AUTHORITY TO VOTE FOR THOSE PROPOSALS.
IF YOU DO NOT WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE IN PROPOSAL 2, THIS
PROXY WILL BE VOTED FOR THAT NOMINEE. ALL FORMER PROXIES ARE HEREBY REVOKED.
DATED: , 2000
---------------------
----------------------------------------
(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>
February __, 2000
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 11:00 a.m. on, April 11, 2000, 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 11.
Sincerely,
/s/ Gregory E. Ratte'
Gregory E. Ratte'
Chairman
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 11, 2000
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 11, 2000
at 11.00 a.m. for the following purposes:
1. To approve the liquidation and dissolution of the Fund, as set forth
in the Plan of Liquidation and Dissolution (the "Plan") adopted by the
Board of Directors of the Fund (PROPOSAL NO. 1).
2. To elect two Directors (PROPOSAL NO. 2);
3. To ratify the selection of Arthur Andersen LLP as independent auditors
for the current fiscal year (PROPOSAL NO. 3); and
4. 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 February 14, 2000 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/ Tina D. Hosking
Tina D. Hosking, Secretary
February __, 2000
<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 LIQUIDATION AND DISSOLUTION OF THE FUND, AS SET FORTH
IN THE PLAN OF LIQUIDATION AND DISSOLUTION (THE "PLAN") ADOPTED BY THE BOARD OF
DIRECTORS OF THE FUND.
. 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 11, 2000
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. (the "Adviser"), One Broadway, New York, New York 10004, on April 11,
2000 at 11:00 a.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 majority of the outstanding shares of
the Fund. Proposal No. 2 must be approved by a plurality of the shares voting.
Proposal No. 3 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 discretionary power) will be treated the same as
abstentions. IF NO DIRECTION IS MADE REGARDING PROPOSALS 1 OR 3, THE PROXY
CONFERS DISCRETIONARY AUTHORITY TO VOTE FOR THOSE PROPOSALS. IF YOU DO NOT
WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE IN PROPOSAL 2, THE PROXY WILL BE
VOTED FOR THAT NOMINEE. Any proxy may be revoked at any time prior to the
exercise thereof by submitting another proxy bearing a later date
<PAGE>
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 February 22, 2000.
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 as proxies 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 February 14, 2000 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 ____________ 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 LIQUIDATE AND DISSOLVE THE FUND
The Fund proposes to liquidate its assets, distribute such assets to
shareholders and dissolve pursuant to the provisions of the Plan of Liquidation
and Dissolution (the "Plan") as approved by the Board on November 4, 1999. The
Board has determined that an orderly liquidation of the Fund's assets is
advisable and has directed that the matter be submitted for consideration by the
Stockholders of the Fund. The Plan provides for the complete liquidation of the
assets of the Fund and distribution of the Fund's assets to its shareholders. If
the Plan is approved by the requisite Stockholder vote, the Adviser will
undertake to liquidate the Fund's assets at market prices and on such terms and
conditions as the Adviser shall determine to be reasonable and in the best
interests of the Fund and its Stockholders.
If the Plan is not approved by the requisite Stockholder vote, the Board
intends to consider the options available to best serve the interests of the
Fund's shareholders.
REASONS FOR THE LIQUIDATION
The Fund is a closed-end management investment company, the investment
objective of which is to seek long-term capital appreciation by investing
primarily in securities issued by direct and indirect subsidiaries of the Thermo
Electron Corporation ("Thermo Electron"). The Fund also may invest in securities
issued by companies not affiliated with Thermo Electron, which companies either
engage in the same or related industries as Thermo Electron or one or more of
its subsidiaries or practice a spin-out strategy similar to that practiced by
Thermo Electron. While the Fund has invested in securities issued by companies
not affiliated with
2
<PAGE>
Thermo Electron, the Fund has always invested primarily in direct and indirect
subsidiaries of Thermo Electron.
Thermo Electron announced, in the summer of 1998, its intention to
restructure its operations and take a large number of its publicly-held
subsidiaries private. As Thermo Electron continues to restructure and reduce the
number of its publicly-held subsidiaries, the Fund has had increasingly limited
investment opportunities. The Board has followed this restructuring closely and
issued a press release on April 20, 1999 detailing the Fund's options, which
included changing the investment objective of the Fund, merging the Fund into
another investment company, converting the Fund to an open-end mutual fund or
liquidating the Fund. At the Board's regularly scheduled meeting on October 25,
1999, the Adviser informed the Board that due to Thermo Electron's intention to
take its publicly-held subsidiaries private, and because of mergers between
other Thermo Electron subsidiaries, there would soon be only six publicly-held
Thermo Electron subsidiaries. The Adviser informed the Board that it was the
Adviser's belief that by mid-2000 the Fund would no longer be able to implement
its investment strategy and achieve its investment objective. The Board was also
apprised of the Fund's unsuccessful efforts to find a suitable investment
company merger partner. Following a lengthy discussion among the Directors, and
in light of the Board's prior attention to and consideration of these
developments, the Board determined that the liquidation and dissolution of the
Fund would be in the best interests of the Fund's Stockholders and agreed to
recommend that Stockholders vote to approve such liquidation of the Fund,
distribution of the Fund's assets to its Stockholders and dissolution of the
Fund. On November 4, 1999, at a special meeting of the Board of Directors, the
Board, including the Directors who are not "interested persons" of the Fund (as
that term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act")), adopted a Plan of Liquidation and Dissolution (the "Plan") and
directed that the Plan be submitted to the Fund's Stockholders for
consideration. A copy of the Plan is attached hereto as Exhibit A. On January
31, 2000, Thermo Electron dramatically expanded its restructuring, announcing
that it will take private or sell all of its remaining subsidiaries but one,
Thermo Fibertek, which will be spun off directly to Thermo Electron
shareholders. These developments have made it impossible to effectively manage
the Fund along its stated investment criteria. At its regularly scheduled
January 31, 2000 meeting, the Board ratified and confirmed its earlier decision
to recommend the liquidation and dissolution of the Fund and the distribution of
the Fund's assets to Stockholders.
In addition to the elimination of the Fund's primary pool of potential
investments, the Board noted that the Fund's shares have traded at a discount to
net asset value. The shares of closed-end investment companies often trade in
the marketplace at a discount to their net asset value (the "discount").
Accordingly, the market price paid for the Fund's shares generally has been less
than the underlying value of the Fund's portfolio. Since the Fund's inception in
August 1996, the Fund's Board of Directors has spent considerable time reviewing
the performance of the Fund, and has considered ways to increase shareholder
value and address the discount. Beginning in July 1998, the Board began to
explore various options, such as a tender offer to repurchase shares from
shareholders, the repurchase of Fund shares on the open market, the conversion
of the Fund into an open-end fund and the merger of the Fund into another
investment company. A tender offer was considered but was not undertaken due to
the considerable expense of the legal and filing requirements associated with a
tender offer. The Board did not recommend to Fund Stockholders that they approve
the conversion of the Fund
3
<PAGE>
into an open-end mutual fund because the Fund would then not have been able to
achieve its investment objective. The Board explored the possibility of merging
the Fund with another investment company but was unable to find a suitable
partner for merger. The Board, after careful consideration, and at a meeting of
the Board of Directors on April 20, 1999, approved the Adviser's request for
authorization to repurchase up to 25% of the Fund's stock on the open market.
The Adviser noted that it had no immediate intention to engage in such a
repurchase program, but believed that it might be a useful tool in attempts to
reduce the discount. This action was announced in a press release issued April
20, 1999. Since the Fund's inception, the discount of the Fund's shares has
varied between a discount of __.__% and a premium of __.__%. In calendar year
1999, the discount ranged from a high of __.__% to a low of __.__%.
If the Plan is approved by the requisite Stockholder vote, the Fund's
assets will be liquidated at market prices and on such terms and conditions as
determined to be reasonable and in the best interests of the Fund and its
Stockholders in light of the circumstances in which they are sold and the Fund
will file Articles of Dissolution with the State of Maryland, the state in which
the Fund is organized. The Plan calls for liquidation and distribution of the
Fund's assets in a timely and efficient manner in order to allow for maximum
shareholder value to be realized; the Plan does not specify a date by which
liquidation and distribution should be completed, rather the Fund's Board of
Directors authorized the Fund's Adviser to use its best judgment, with due
regard to maximizing stockholder value, as to the exact timing of the
liquidation. This will allow the Stockholders to capture the discount to net
asset value at which the Fund has traded, and yet also provide the flexibility
to take advantage of the ongoing reorganization at Thermo Electron to enhance
the Fund's net asset value as much as possible during this liquidation process.
Stockholders will receive their proportionate cash interest of the net
distributable assets of the Fund upon liquidation.
Under Maryland law and pursuant to the Fund's Articles of Incorporation and
By-Laws, the affirmative vote of the holders of at least a majority of the
outstanding shares of capital stock of the Fund entitled to vote thereon is
needed to approve the liquidation of the Fund. For purposes of the vote on the
Plan, abstentions and broker non-votes will have the same effect as a vote
against the Plan, but will be counted toward the presence of a quorum. In the
event that a majority of the outstanding shares of capital stock of the Fund are
not voted in favor of the Plan, with the result that the Plan is not approved,
the Board will adjourn the meeting in order to solicit additional votes in favor
of the Plan. Meanwhile, the Board currently intends to continue the Fund as a
closed-end fund.
SUMMARY OF PLAN OF LIQUIDATIONS AND DISSOLUTION
The following summary does not purport to be complete and is subject in all
respects to the provisions of, and is qualified in its entirety by reference to,
the Plan which is attached hereto as Exhibit A. Stockholders are urged to read
the Plan in its entirety.
Effective Date of the Plan and Cessation of the Fund's Activities as an
Investment Company. The Plan will become effective at such time after the
adoption and approval of the Plan at a meeting of Stockholders called for the
purpose of voting upon the Plan by the affirmative vote of the holders of a
majority of the outstanding shares of capital stock of the
4
<PAGE>
Fund as deemed appropriate by the Fund's Adviser (the "Effective Date"). At
present, the Adviser expects the Effective Date to be as soon as practicable
after Stockholder approval of the Plan for the orderly liquidation of the Fund's
assets. Upon the Effective Date, the Fund (i) will cease to invest its assets in
accordance with its investment objectives and, to the extent necessary, will, as
soon as reasonable and practicable after the Effective Date, complete the sale
of the portfolio securities it holds in order to convert its assets to cash or
cash equivalents, (ii) will not engage in any business activities except for the
purpose of paying, satisfying, and discharging any existing debts and
obligations, collecting and distributing its assets, and doing all other acts
required to liquidate and wind up its business and affairs, and (iii) will file
Articles of Dissolution with the State of Maryland and dissolve in accordance
with the terms of the Plan. (Plan, Sections 1-2, 5, 8 and 13).
Closing of Books and Restriction on Transfer of Shares. The proportionate
interests of Stockholders in the assets of the Fund will be fixed on the basis
of their holdings on the Effective Date. On such date, the books of the Fund
will be closed. Thereafter, unless the books of the Fund are reopened because
the Plan cannot be carried into effect under the laws of the State of Maryland
or otherwise, the Stockholders' respective interests in the Fund's assets will
not be transferable by the negotiation of share certificates and the Fund's
shares will cease to be traded on the American Stock Exchange. (Plan, Section 3)
Liquidation Distributions. Stockholders of record on the Effective Date
will be entitled to receive their proportionate interest in the Fund's
liquidation distributions. The distribution of virtually all of the Fund's
assets may be made in two cash payments. The first payment is expected to
consist of cash representing substantially all the assets of the Fund, less an
estimated amount necessary to discharge any (a) unpaid liabilities and
obligations of the Fund on the Fund's books on the Effective Date, and (b)
contingent liabilities as the Board shall reasonably deem may exist against the
assets of the Fund on the Fund's books. The second payment will be made after
acceptance of the Fund's Articles of Dissolution and will consist of cash from
any assets remaining after payment of expenses, the proceeds of any sale of
assets of the Fund under the Plan not sold prior to the first distribution and
any other miscellaneous income to the Fund. The second payment will result in
complete cancellation of all the outstanding shares of capital stock of the
Fund.
Each Stockholder not holding stock certificates of the Fund will receive
liquidating distributions equal to the Stockholder's proportionate interest in
the net assets of the Fund. Each Stockholder holding stock certificates of the
Fund will receive a confirmation showing such Stockholder's proportionate
interest in the net assets of the Fund with an advice that such Stockholder will
be paid the Stockholder's proportionate interest in the first distribution and
upon return of its stock certificates, the Stockholder's proportionate interest
in the second distribution. All Stockholders will receive information concerning
the sources of the liquidating distribution. (Plan, Section 7).
Any unclaimed assets will be held in trust for remaining Stockholders for a
period of three years, at which time such unclaimed assets may be distributed to
the remaining Stockholders who have proved their interest. After this
distribution, the interest of Stockholders
5
<PAGE>
who have not proved their interest will be forever barred and foreclosed. Any
assets remaining unclaimed 60 days after such distribution shall escheat to the
State of Maryland.
Expenses of Liquidation and Dissolution. All of the expenses incurred by
the Fund in carrying out the Plan will be borne by the Fund. (Plan, Section 10).
Continued Operation of the Fund. The Plan provides that the Board has the
authority to modify or amend the Plan at any time without Stockholder approval,
if the Board determines that such action would be advisable and in the best
interests of the Fund and its Stockholders. The Board of Directors shall have
the authority to modify or amend the Plan at any time without Stockholder
approval, if the Board of Directors determines that such action would be
advisable and in the best interests of the Fund and its Stockholders. If any
amendment or modification appears necessary and, in the judgment of the Board of
Directors, will materially and adversely affect the interests of the Fund's
Stockholders, such amendment or modification will be submitted to the Fund's
Stockholders for approval. In addition, the Board may abandon the Plan, with
Stockholder approval, at any time prior to the filing of Articles of Dissolution
with the State Department of Assessments and Taxation of Maryland if the Board
determines that such abandonment would be advisable and in the best interests of
the Fund and its Stockholders. (Plan, Sections 11 and 12).
THE DISTRIBUTIONS
At present, the dates on which the Fund will be liquidated and on which the
Fund will pay liquidation distributions to its Stockholders have not yet been
determined by the Adviser, which has been authorized by the Board to use its
best judgment in the setting of such date, with all due regard given to
maximizing shareholder value. If, however, the Plan is adopted by the
Stockholders, it is the Board's current intention to liquidate and dissolve the
Fund as soon as reasonable and practicable. The Fund's net asset value on
February 14, 2000 was $__________. At such date, the Fund had ____________
Stockholders. The amounts to be distributed to Stockholders of the Fund upon
liquidation will be the Fund's net asset value reduced by the expenses of the
Fund in connection with the liquidation and portfolio transaction costs.
FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of certain United States federal income
tax consequences of the Plan to United States Stockholders. Stockholders should
consult their own tax advisers regarding the application of current United
States federal income tax law to their particular situations and with respect to
state, local and foreign tax consequences of the Plan.
Prior to the final distributions, the Fund expects to make a distribution
of ordinary income and capital gain dividends earned during the short tax year
commencing December 1, 1999.
If the Plan is approved, Stockholders can expect to receive final
distributions in two expected cash payments. The first payment is expected to
consist of three elements: (i) a capital gain dividend to the extent of any net
long-term capital gains recognized by the Fund during the
6
<PAGE>
final short tax year commencing December 1, 1999, and ending as soon as
practicable after the second payment is made, (ii) an ordinary income dividend
to the extent of the Fund's undistributed dividend income and short-term net
capital gains earned to date, and (iii) substantially all the remaining proceeds
of the portfolio securities sold by the Fund. The second payment is expected to
consist of any remaining proceeds of the portfolio securities sold by the Fund,
as well as an ordinary income dividend to the extent of any income that the Fund
might have earned since the first payment was made. The composition of the
actual payments may vary due to changes in market conditions and the composition
of the Fund's portfolio at the time its assets are sold. Within 60 days after
the close of the Fund's final short tax year, the Fund will notify Stockholders
as to the portion of the first final payment that constitutes a capital gain
dividend and that which constitutes an ordinary income dividend (as well as any
amount qualifying for a credit or deduction against foreign taxes paid by the
Fund).
A capital gain dividend or an ordinary income dividend described in (i) or
(ii), above will be treated as capital gain or ordinary income, as designated.
The final payment of the remaining proceeds of the portfolio securities
sold by the Fund, described above, will be treated for federal income tax
purposes as full payment in exchange for the Stockholder's shares. Accordingly,
a Stockholder who is a United States resident or citizen will recognize gain to
the extent that this payment exceeds the Stockholder's basis in such shares; if
the amount received is less than his or her basis, the Stockholder will realize
a loss. The Stockholder's gain or loss will be a capital gain or capital loss if
such shares are held as capital assets. The deduction of capital loss is subject
to limitations.
Corporate Stockholders should note that all income, including capital
gains, is currently taxable to them at the same rates under the Internal Revenue
Code (the "Code"). Accordingly, all income recognized by a corporate Stockholder
in connection with the liquidation of the Fund, regardless of its character as
capital gains or ordinary income, is subject to tax at the same federal income
tax rates. The deduction of capital loss is subject to limitations.
With respect to distributions described in (i) and (ii) above, Stockholders
may be adversely affected by the present realization of gain or loss by the Fund
when it sells portfolio securities in the liquidation and the effect of such
realization on holding periods applicable to the Fund.
Under certain provisions of the Code, some Stockholders may be subject to a
31% withholding tax on the liquidating distribution ("backup withholding").
Generally, Stockholders subject to backup withholding will be those for whom no
taxpayer identification number is on file with the Fund or who, to the Fund's
knowledge, have furnished an incorrect number.
Foreign Stockholders (including non-resident alien individuals and foreign
corporations) not engaged in U.S. trade or business would generally not be
subject to U.S. federal income to on any capital gain dividends or payments of
remaining proceeds treated as payment for shares, as described above. However,
ordinary income distributions from the Fund, as described in (ii) above, would
generally be subject to a withholding tax of 30% or a lower treaty rate.
7
<PAGE>
IMPACT OF THE PLAN
On the Effective Date, the Fund will cease doing business as a registered
investment company and, as soon as practicable, will apply for de-registration
under the 1940 Act. It is expected that the Securities and Exchange Commission
will issue an order approving the de-registration of the Fund if the Fund is no
longer doing business as an investment company. Accordingly, the Plan provides
for the eventual cessation of the Fund's activities as an investment company and
its de-registration under the 1940 Act, and a vote in favor of the Plan will
constitute a vote in favor of such a course of action. (Plan, Sections 1, 2, 9
and 11).
Until the Fund's withdrawal as an investment company becomes effective, the
Fund, as a registered investment company, will continue to be subject to and
intends to comply with the 1940 Act.
PROCEDURE FOR DISSOLUTION UNDER MARYLAND LAW
After the Effective Date, pursuant to the Maryland General Corporation Law
and the Fund's Articles of Incorporation and Bylaws, Articles of Dissolution
stating that the dissolution has been authorized will in due course be executed,
acknowledged and filed with the Maryland State Department of Assessments and
Taxation, and will become effective in accordance with such law. Upon such
Articles of Dissolution becoming effective, the Fund will be legally dissolved,
but thereafter the Fund will continue to exist for the purpose of paying,
satisfying and discharging any existing debts or obligations, collecting and
distributing its assets, and performing all other acts required to liquidate and
wind up its business and affairs, but not for the purposes of liquidation after
the acceptance of the Articles of Dissolution, unless and until a court appoints
a receiver. The Director-trustees will be vested in their capacity as trustees
with full title to all the assets of the Fund. (Plan, Sections 2 and 13).
APPRAISAL RIGHTS
Stockholders will not be entitled to appraisal rights under Maryland law in
connection with the Plan. (Plan, Section 14).
VOTING INFORMATION
Approval of the Plan requires the affirmative vote of the holders of at
least a majority of the outstanding shares of capital stock of the Fund. IF YOU
DO NOT VOTE ON THIS ISSUE, THE ACCOMPANYING PROXY CONFERS DISCRETIONARY
AUTHORITY AND WILL BE VOTED FOR APPROVAL OF THE PLAN.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSED PLAN OF LIQUIDATION AND
DISSOLUTION.
8
<PAGE>
PROPOSAL NO. 2
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 forgoing is subject to the provisions of 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 such person 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.
The following schedule sets forth certain information regarding each
Director and nominee, including incumbent Directors whose current terms do not
expire in 2000. 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>
*Gregory E. Ratte' Principal of Brundage, 38 1996 ____
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 Adviser; 52 1996 300
Brundage, Story and Rose Vice President and a Trustee
One Broadway of Brundage, Story and Rose
New York, New York 10004 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.
9
<PAGE>
VOTING INFORMATION
Approval of the Plan requires the affirmative vote of the holders of at
least a plurality of a quorum of the outstanding shares of capital stock of the
Fund. IF YOU DO NOT WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, THE ACCOMPANYING
PROXY WILL BE VOTED FOR APPROVAL OF THE PLAN.
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 2000 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 Director Beneficially Owned
Name and Address of Director and Public Directorships Age Since as of Record Date
- ---------------------------- ------------------------ --- ----- -----------------
<S> <C> <C> <C> <C>
Blair M. Brewster President of Electromark, 45 1996 -----
297 Henry Street a manufacturing company, and
Brooklyn, New York 11201 a director of Electromark
AG, an internet and E-commerce
company; a director of Labels
on, a manufacturing company; a
partner of Brewster Vineyards,
a real estate company; managing
partner of the Guild, a real
estate company.
Henson L. Jones, Jr. General Partner of Telecam 61 1996 -----
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 Managing Director of Heron 49 1996 -----
5454 Wisconsin Avenue Gustafson & Company, LLC,
Suite 1510 a financial advisory company;
Chevy Chase, Maryland 20815 an officer and director of
Hardware Corporation of America,
Inc; a partner of TFMW, a real
estate company. Prior to June
1998, he was an officer of Darby
Overseas Investment, Ltd., an
emerging markets investment
company; an officer and director
of Darby Emerging Markets Fund,
L.D.C.
</TABLE>
10
<PAGE>
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 on a single day.
The Board held five meetings during the fiscal year ended November 30, 1999.
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, 2000.
During the fiscal period ended November 30, 2000, all of the 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, 2000.
Aggregate
Compensation
Director From Fund
-------- ---------
Francis S. Branin, Jr. None
Blair M. Brewster $7,000
Henson L. Jones, Jr. $7,000
Hollis S. McLoughlin $6,500
Gregory E. Ratte' None
OFFICERS OF THE FUND
The following is a list of the executive officers of the Fund:
<TABLE>
<CAPTION>
Name and Address Age Position with the Fund Officer Since
- ---------------- --- ---------------------- -------------
<S> <C> <C> <C>
Gregory E. Ratte' 38 Chairman 1996
Brundage, Story and Rose, L.L.C.
One Broadway
New York, NY 10004
Francis S. Branin, Jr. 52 President 1996
Brundage, Story and Rose, L.L.C.
One Broadway
New York, NY 10004
Tina D. Hosking 31 Secretary 1996
Countrywide Fund Services, Inc.
312 Walnut Street, 21st Floor
Cincinnati, OH 45202
11
<PAGE>
Eric P. Spiegel 37 Treasurer 1996
Brundage, Story and Rose, L.L.C.
One Broadway
New York, NY 10004
</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:
TINA D. HOSKING, 312 Walnut Street, Cincinnati, Ohio is Vice President and
Associate General Counsel of Countrywide Fund Services, Inc. (a registered
transfer agent and the Fund's administrator) and CW Fund Distributors, Inc. (a
registered broker-dealer). She is also Secretary of Brundage, Story and Rose
Investment Trust, Countrywide Investment Trust, Countrywide Strategic Trust and
Countrywide Tax-Free Trust, all of which are registered investment companies.
ERIC P. SPIEGEL, One Broadway, New York, New York, is Treasurer of the
Adviser. He is also Treasurer of Brundage, Story and Rose Investment Trust.
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 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. 3
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.
12
<PAGE>
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.
VOTING INFORMATION
Approval of the Plan requires the affirmative vote of the holders of at
least a simple majority of the shares of capital stock of the Fund voting at the
meeting. IF YOU DO NOT VOTE ON THIS ISSUE, THE ACCOMPANYING PROXY CONFERS
DISCRETIONARY AUTHORITY AND WILL BE VOTED FOR APPROVAL OF THE PLAN.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 3.
STOCKHOLDER PROPOSALS
If the Plan is not approved by Stockholders, Stockholder proposals intended
to be presented at the 2001 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, 2000, 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/ Tina D. Hosking
Tina D. Hosking, Secretary
February __, 2000
13
<PAGE>
EXHIBIT A
THE THERMO OPPORTUNITY FUND, INC.
PLAN OF LIQUIDATION AND DISSOLUTION
The Thermo Opportunity Fund, Inc. (the "Fund"), a corporation organized and
existing under the laws of the State of Maryland, shall proceed to a complete
liquidation and dissolution of the Fund according to the procedures set forth in
this Plan of Liquidation and Dissolution (the "Plan") and in conformity with the
provisions of the Fund's Articles of Incorporation, dated May 15, 1996 (the
"Articles of Incorporation").
WHEREAS, the Fund's Board of Directors has deemed it advisable for the Fund
and its Stockholders to liquidate and dissolve the Fund; and
WHEREAS, the Board of Directors on November 4, 1999, considered and adopted
this Plan as the method of liquidating and dissolving the Fund and has directed
that this Plan be submitted to Stockholders of the Fund for approval at the
Annual Meeting of Stockholders and has authorized the distribution of proxy
materials in connection with the solicitation of proxies for such meeting;
NOW, THEREFORE, upon Stockholder approval of the Plan, the Fund shall
voluntarily liquidate and dissolve in accordance with the requirements of the
Investment Company Act of 1940, as amended (the "Investment Company Act"), the
Maryland General Corporation Law (the "MGCL") and the Internal Revenue Code of
1986, as amended (the "Code") and in the manner hereinafter set forth:
1. EFFECTIVE DATE OF PLAN. The Plan shall be and become effective at such
time after the adoption and approval of the Plan at a meeting of Stockholders
called for the purpose of voting upon the Plan by the affirmative vote of the
holders of a majority of the outstanding shares of capital stock of the Fund as
deemed appropriate by the Fund's investment adviser, Brundage, Story and Rose,
LLC (the "Adviser"). Such date is hereinafter called the "Effective Date."
2. CESSATION OF BUSINESS. Upon the Effective Date of the Plan, the Fund
shall cease its business as an investment company and shall not engage in any
business activities except for the purpose of paying, satisfying, and
discharging any existing debts and obligations, collecting and distributing its
assets, and doing all other acts required to liquidate and wind up its business
and affairs and will dissolve in accordance with the Plan.
3. RESTRICTION OF TRANSFER AND REDEMPTION OF SHARES. The proportionate
interests of Stockholders in the assets of the Fund shall be fixed on the basis
of their respective stockholdings on the Effective Date. On the Effective Date,
the books of the Fund shall be closed. Thereafter, unless the books of the Fund
are reopened because the Plan cannot be carried into effect under the laws of
the State of Maryland or otherwise, the Stockholder's respective interests in
the Fund's assets shall not be transferable by the negotiation of share
certificates and the Fund's shares will cease to be traded on the American Stock
Exchange.
<PAGE>
4. NOTICE OF LIQUIDATION. As soon as practicable after the Effective
Date, the Fund shall mail notice to the appropriate parties, including creditors
of the Fund, if any, that the Plan has been approved by the Board of Directors
and the Stockholders and that the Fund will be liquidating its assets, to the
extent such notice is required under the Investment Company Act or the MGCL.
5. LIQUIDATION OF ASSETS. As soon as is reasonable and practicable after
the Effective Date, or as soon thereafter as practicable depending on market
conditions and consistent with the terms of the Plan, the Fund and the Adviser,
under the supervision of the Board of Directors, shall have the authority to
commence the sale of all portfolio securities, invest all proceeds of such sale
in investment grade short-term debt securities denominated in U.S. dollars and
engage in such transactions as may be appropriate for the Fund's liquidation and
dissolution.
6. PAYMENTS OF DEBTS. As soon as practicable after the Effective Date of
the Plan, the Fund shall pay, or discharge or set aside a reserve fund for, or
otherwise provide for payment or discharge of, any liabilities and obligations,
including without limitation, contingent liabilities.
7. LIQUIDATING DISTRIBUTIONS. As soon as practicable after the Effective
Date, the Fund shall declare a cash dividend (the "Liquidating Dividend") to be
paid pro rata as soon as practicable to its Stockholders of record on the
Effective Date, equal to substantially all the remaining assets of the Fund,
except for cash, bank deposits or cash equivalents in an estimated amount
necessary to (a) discharge any unpaid liabilities and obligations of the Fund on
the Fund's books on the Effective Date, including, but not limited to, income
dividends and capital gains distributions, if any, payable through the Effective
Date, and (b) pay or provide for the payment of such contingent liabilities as
the Board of Directors shall reasonably deem may exist against the assets of the
Fund on the Fund's books. After acceptance of the Fund's Articles of Dissolution
by the Maryland State Department of Assessments and Taxation, a second payment
to the Fund's Stockholders will be made (the "Liquidating Distribution") in
complete cancellation and redemption of all the outstanding shares of the Fund.
This second payment will consist of cash from any assets remaining after payment
of expenses, the proceeds of any sale of assets of the Fund under the Plan not
sold prior to the Liquidating Dividend and any other miscellaneous income to the
Fund.
Each Stockholder not holding stock certificates of the Fund will receive a
Liquidating Dividend and a Liquidating Distribution equal to the Stockholder's
proportionate interest in the net assets of the Fund. Each Stockholder holding
stock certificates of the Fund will receive a confirmation showing such
Stockholder's proportionate interest in the net assets of the Fund with an
advice that such Stockholder will be paid proportionate to its interest in the
net assets of the Fund a Liquidating Dividend and upon return of the stock
certificates a Liquidating Distribution. All Stockholders will receive
information concerning the sources of the Liquidating Dividend and the
Liquidating Distribution.
8. DISSOLUTION. As promptly as practicable, consistent with the
provisions of the Plan, the Fund shall be dissolved in accordance with the laws
of the State of Maryland and the Fund's Articles of Incorporation.
2
<PAGE>
9. FILINGS. As soon as practicable after the Effective Date, the Fund
shall prepare and file Articles of Dissolution with the State of Maryland, Form
N-8F under the Investment Company Act and any other documents as are necessary
to effect the dissolution and de-registration of the fund in accordance with the
requirements of the Investment Company Act, the MGCL, the Code, the Fund's
Articles of Incorporation and any other applicable securities laws, and any
rules and regulations of the Securities and Exchange Commission or any state
securities commission, including, without limitation, withdrawing any
qualification to conduct business in any state in which the Fund is so
qualified, as well as the preparation and filing of any federal or state tax
returns.
10. EXPENSES OF THE LIQUIDATION AND DISSOLUTION. The Fund shall bear all
of the expenses incurred by it in carrying out the Plan including, but not
limited to, all printing, legal, accounting, custodian and transfer agency fees,
and the expenses of any reports to or meeting(s) of Stockholders whether or not
the liquidation contemplated by this Plan is effected.
11. POWER OF BOARD OF DIRECTORS. The Board of Directors and, subject to
the direction of the Board of Directors, the Fund's officers, shall have
authority to do or authorize, without further Stockholder action, any or all
acts and things as provided for in the Plan and any and all such further acts
and things as they may consider appropriate or desirable to carry out the
purposes of the Plan, including, without limitation, the interpretation of any
provision of the Plan, the execution, delivery and filing of such other
agreements, conveyances, assignments, transfers, certificates, documents,
information returns, tax returns, forms, and other papers which may be necessary
or desirable to implement the Plan and effect the complete liquidation of the
Fund or which may be required by the provision of the Investment Company Act,
the MGCL, the Code, or any other applicable laws.
The death, resignation or other disability of any director or any officer
of the Fund shall not impair the authority of the surviving or remaining
directors or officers to exercise any of the powers provided for in the Plan.
12. AMENDMENT OR ABANDONMENT OF THE PLAN. The Board of Directors shall
have the authority to modify or amend the Plan at any time without Stockholder
approval, if the Board of Directors determines that such action would be
advisable and in the best interests of the Fund and its Stockholders. If any
amendment or modification appears necessary and in the judgment of the Board of
Directors will materially and adversely affect the interests of the Fund's
Stockholders, such amendment or modification will be submitted to the Fund's
Stockholders for approval. In addition, the Board of Directors may abandon the
Plan, with Stockholder approval, at any time prior to the filing of the Articles
of Dissolution if the Board of Directors determines that abandonment would be
advisable and in the best interests of the Fund and its Stockholders.
13. ARTICLES OF DISSOLUTION. As soon as practicable after the Effective
Date and pursuant to the MGCL, the Fund shall prepare and file Articles of
Dissolution with and for acceptance by the Maryland State Department of
Assessments and Taxation.
(a) The Fund's Board of Directors shall be trustees of the Fund's
assets for purposes of liquidation after the acceptance of the Articles of
Dissolution, unless
3
<PAGE>
and until a court appoints a receiver. The Director-trustees will be vested
in their capacity as trustees with full title to all the assets of the
Fund.
(b) The Director-trustees shall (i) collect and distribute any
remaining assets, applying them to the payment, satisfaction and discharge
of existing debts and obligations of the Fund, including necessary expenses
of liquidation; and (ii) distribute the remaining assets among the
Stockholders.
(c) The Director-trustees may (i) carry out the contracts of the Fund;
(ii) sell all or any part of the assets of the Fund at public or private
sale; (iii) sue or be sued in their own names as trustees or in the name of
the Fund; and (iv) do all other acts consistent with law and the Articles
of Incorporation of the Fund necessary or proper to liquidate the Fund and
wind up its affairs.
14. APPRAISAL RIGHTS. Stockholders will not be entitled to appraisal
rights under Maryland law in connection with the Plan.
4
