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:
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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:
----------------------------------------------------------------------
<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:
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<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 22, 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 22, 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
o 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.
o IN FAVOR of the nominees for the Board of Directors listed in the
Proxy Statement, and
o 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.
The enclosed Proxy and this Proxy Statement are first being sent to
Stockholders on or about February 22, 2000.
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
<PAGE>
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 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 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 1,710,716.670 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.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT, DATED
NOVEMBER 30, 1999, TO YOU UPON REQUEST. SEND REQUESTS FOR THE ANNUAL REPORT TO
THE THERMO OPPORTUNITY FUND, 312 WALNUT STREET, 21ST FLOOR, CINCINNATI, OHIO
45202 OR CALL, TOLL FREE, 1-888-254-6872.
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 and
ratified and confirmed by the Board on January 31, 2000. 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 Stockholders. 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.
2
<PAGE>
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 Thermo Electron, the Fund has always invested primarily in
direct and indirect subsidiaries of Thermo Electron.
In the summer of 1998, Thermo Electron announced 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 and distributing the Fund's assets to its Stockholders. At
the Board's regularly scheduled meeting on October 25, 1999, the Adviser
informed the Board that due to Thermo Electron's announced intention to take its
publicly-held subsidiaries private, and because of mergers between other Thermo
Electron subsidiaries, the Adviser expected that 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 and the distribution of the Fund's assets to its Stockholders 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
3
<PAGE>
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 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, authorized the repurchase of 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 31.30% and a
premium of 5.78%. In calendar year 1999, the discount ranged from a high of
12.27% to a low of 31.17%.
If a majority of the Stockholders' vote to approve the Plan, the Fund's
assets will be liquidated at market prices and on such terms and conditions, in
light of the circumstances, as the Adviser determines to be reasonable and in
the best interests of the Stockholders. The Plan calls for the Fund's assets to
be liquidated and distributed in a timely and efficient manner in order to
realize maximum shareholder value. The Plan does not specify a date for
completion of the liquidation and distribution; the Fund's Board of Directors,
rather, authorizes the Adviser to use its best judgment, with due regard to
maximizing shareholder 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 possibly 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. After Articles of Dissolution for the Fund have
been filed and accepted in Maryland, the Fund's state of organization, the
Adviser will make the final distribution.
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.
4
<PAGE>
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 as the Fund's
Adviser deems appropriate (the "Effective Date"), after the Stockholders holding
a majority of the shares of the Fund have voted to approve the Plan at a
shareholder meeting called to vote on the Plan. 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 liquidating distributions equal to the Stockholder's
proportionate interest in the net assets of the Fund and a confirmation showing
5
<PAGE>
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, as required by Maryland law, 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 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. 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 $12.59. At such date, the Fund had 1,616 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.
6
<PAGE>
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 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.
As well, Stockholders may, with respect to the distributions described in (i) or
(ii) above, be adversely affected by the Fund's present realization of gain or
loss when it sells portfolio securities in the liquidation and the effect of
such realization on holding periods applicable to the Fund.
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.
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.
7
<PAGE>
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 tax 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.
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 deregistration 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.
8
<PAGE>
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSED PLAN OF LIQUIDATION AND
DISSOLUTION.
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. If a substitute nominee must be selected,
that nominee will not necessarily be an "interested person" as are the nominees
listed below. 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 7,400
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 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>
9
<PAGE>
*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.
VOTING INFORMATION
Election of the Nominees 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.
<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 3,000
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 4,500
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 500
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 a standing 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. The Fund pays for no pension or
retirement benefits for Directors.
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:
Name and Address Age Position with the Fund Officer Since
- ---------------- --- ---------------------- -------------
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
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
Ratification of Arthur Andersen as Independent Auditors 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 RATIFICATION OF ARTHUR ANDERSEN AS INDEPENDENT AUDITORS.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 3.
STOCKHOLDER PROPOSALS
If the Plan of Liquidation and Dissolution 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 22, 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 and
3
<PAGE>
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
<PAGE>
