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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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
PAX WORLD GROWTH FUND, INC.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
------------------------------------------------
(5) Total fee paid:
------------------------------------------------
/ / 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 no.:
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(3) Filing party:
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(4) Date filed:
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PAX WORLD GROWTH FUND, INC.
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PROXY STATEMENT AND
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS
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WEDNESDAY, MARCH 11, 1998
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TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
President's Letter.............................................................. 1
Notice of Special Meeting....................................................... 2
Proxy Statement................................................................. 3
Proposal A - ................................................................... 4
To Approve Certain Changes to the Fund's Fundamental
Investment Policies to Permit the Fund to Invest in the
Proposed Pax World Money Market Fund............................... 4
Required Vote; Reasons for the Directors' Approval...................... 5
Recommendation.......................................................... 6
Other Business.................................................................. 6
Expenses of Proxy Solicitation.................................................. 6
Additional Information.......................................................... 6
</TABLE>
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PAX WORLD GROWTH FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801
To Pax World Growth Fund Shareholders:
As an investor in the Pax World Growth Fund, Inc. (the "Fund"), you are
cordially invited to attend a special meeting (the "Meeting") of shareholders of
the Fund (the "Shareholders") to be held at 12:15 PM on Wednesday, March 11,
1998 at the Downtown Association, 60 Pine Street, New York, NY 10005. The
purpose of the Meeting is for the Shareholders to vote on certain proposed
changes to the Fund's fundamental investment policies so as to permit the Fund
to invest in the Pax World Money Market Fund, a socially responsible money
market fund which is currently under development by the Fund's investment
adviser, Pax World Management Corp.
It is important to stress that, as a result of these proposals, nothing
will be changed in the social and economic criteria of the Fund. The Pax World
Fund Family will continue to be a leader in socially responsible investing. In
fact, the Board of Directors of the Fund believes that the proposed changes to
the Fund's fundamental investment policies will enhance the financial services
provided by the Pax World Fund Family and provide to the Fund and its
shareholders an alternative investment which adheres to the socially responsible
philosophy of the Pax World Fund Family. Accordingly, the Board of Directors of
the Fund has approved these changes to the Fund's fundamental investment
policies so as to permit the Fund to invest in the Pax World Money Market Fund
and recommends that the Shareholders similarly vote in favor.
In this regard, enclosed are (1) a Notice of Meeting, (2) a Proxy
Statement that describes the proposals that will be submitted to shareholders
for approval at the meeting, and (3) a Proxy Statement.
Although we look forward to seeing you at the Meeting, we ask that you
complete, sign, date and return the enclosed Proxy Statement as soon as possible
in the enclosed postage-paid envelope, whether or not you plan to attend the
Meeting. These proposals are important and your vote is greatly appreciated.
Sincerely,
THOMAS W. GRANT
President
Pax World Growth Fund, Inc.
February _____, 1998
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PAX WORLD GROWTH FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MARCH 11, 1998
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Notice is hereby given that a special meeting (the "Meeting") of the
shareholders of Pax World Growth Fund, Inc. (the "Fund") will be held at 12:15
PM on Wednesday, March 11, 1998, at the Downtown Association, 60 Pine Street,
New York, NY 10005 for the following purposes:
(A) To approve certain changes to the Fund's fundamental investment
policies so as to permit the Fund to invest in the proposed Pax
World Money Market Fund; and
(B) To transact such other business as may properly come before such
special meeting or any adjournment thereof.
The close of business on February 5, 1998 has been fixed as the record
date for the determination of shareholders of the Fund entitled to notice of and
to vote at the Meeting and any adjournment or adjournments thereof. Only
shareholders of record at the close of business on such date are entitled to
notice of, and to vote at, the Meeting and any adjournment or adjournments
thereof.
By Order of the Board of Directors
LEE D. UNTERMAN
Secretary
February _____, 1998
Portsmouth, NH
IF YOU CANNOT ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
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PAX WORLD GROWTH FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Pax World Growth Fund, Inc. (the "Fund") of proxies to
be used at the Special Meeting of Shareholders to be held at 12:15 PM on
Wednesday, March 11, 1998, at the Downtown Association, 60 Pine Street, New
York, NY 10005, and at any adjournment or adjournments thereof (the "Meeting"),
for the purposes set forth in the accompanying notice.
Shareholders of record at the close of business on February 5, 1998, the
record date, are entitled to notice of and to vote at the Meeting. As of such
date, there were _______________ shares of Common Stock of the Fund issued and
outstanding, the holders of which are entitled to one vote per share on all
matters brought before the Meeting. If you were a Shareholder as of said date,
you will be entitled to vote at the Meeting and your presence is desired. IF,
HOWEVER, YOU CANNOT BE PRESENT, THE MANAGEMENT REQUESTS THAT YOU COMPLETE, SIGN,
DATE AND RETURN THE ENCLOSED PROXY FOR THIS PURPOSE IN ORDER TO INSURE A QUORUM
AT THE MEETING.
The persons named in the accompanying proxy, if properly executed and
returned and unless revoked, will vote the same for Proposals A and B as
indicated herein, unless the proxy contains contrary directions, in which case
the proxy will be voted as directed. If a proxy is executed and returned without
indicating any voting instructions, the shares of the Fund represented by the
proxy will be voted FOR Proposals A and B. Any shareholder of the Fund giving a
proxy prior to the Meeting may revoke it either by attending the Meeting and
voting his or her shares in person or by delivering to the Fund at the above
address prior to the date of the Meeting a letter of revocation or a later dated
proxy.
This Proxy Statement has been mailed, together with the Fund's Annual
Report for the fiscal year which ended December 31, 1997, pursuant to
instructions from the executive offices of the Fund located at Portsmouth, New
Hampshire and has been sent through its transfer agent, PFPC, Inc. Shareholders
that desire an additional copy of the Annual Report may obtain it without charge
by writing or telephoning the Fund for such purpose.
As of the record date, no Shareholder, to the knowledge of the Fund, owned
of record or beneficially more than 5% of the outstanding shares of Common Stock
of the Fund.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE AS PROMPTLY AS POSSIBLE. SHOULD YOU
ATTEND THE MEETING AND WISH TO CHANGE YOUR VOTE, YOU MAY
FILE A NEW PROXY AT THAT TIME.
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PROPOSAL A -- TO APPROVE CERTAIN CHANGES TO THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES
SO AS TO PERMIT THE FUND TO INVEST IN
THE PROPOSED PAX WORLD MONEY MARKET FUND
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PROPOSAL
The Investment Company Act of 1940, as amended (the "Act"), requires a
registered investment company, including the Fund, to have certain specific
investment policies that cannot be changed without the approval of the holders
of a majority of the Fund's outstanding voting securities. Investment companies
may also elect to designate other policies that may be changed only by a
shareholder vote. Both types of policies are often referred to as "fundamental"
policies.
Item Number 4 of the Fund's fundamental investment policies, as set forth
in the Fund's Statement of Additional Information, currently prohibits the Fund
from purchasing any security if as a result; (i) with respect to seventy-five
percent (75%) of the Fund's total assets, more than five percent (5%) of the
Fund's total assets (determined at the time of investment) would then be
invested in securities of a single issuer, (ii) twenty-five percent (25%) or
more of the Fund's total assets (determined at the time of the investment) would
be invested in a single industry, or (iii) the Fund would own more than ten
percent (10%) of the outstanding voting securities of a single issuer.
In addition, Item Number 5 of the Fund's fundamental investment policies,
as set forth in the Fund's Statement of Additional Information, currently
prohibits the Fund, with certain exceptions, from purchasing any security if, as
a result, the Fund would then have more than five percent (5%) of its total
assets (determined at the time of investment) invested in securities of
companies (including predecessors) less than three (3) years old.
Currently, the Fund invests its cash assets in certificates of deposit
issued by State Street Bank and Trust Company, the Fund's custodian. This
proposal seeks shareholder approval of changes to the Fund's fundamental
investment policies so as to permit the Fund to invest all or a portion of those
cash assets in the Pax World Money Market Fund, a socially responsible money
market fund which is currently under development by the Fund's investment
adviser, Pax World Management Corp. (the "Adviser").
In particular, this proposal would amend Item Number 4 of the Fund's
fundamental investment policies, as set forth in the Fund's Statement of
Additional Information under the heading "Investment Restrictions", to provide
as follows:
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The Fund may not ... 4. Purchase any security, other than securities
issued by the Pax World Money Market Fund, if as a result: (i) with
respect to seventy-five percent (75%) of the Fund's total assets,
more than five percent (5%) of the Fund's total assets (determined
at the time of investment) would then be invested in securities of a
single issuer, (ii) twenty-five percent (25%) or more of the Fund's
total assets (determined at the time of the investment) would be
invested in a single industry, or (iii) the Fund would own more than
ten percent (10%) of the outstanding voting securities of a single
issuer.
In addition, this proposal would amend Item Number 5 of the Fund's
fundamental investment policies, as set forth in the Fund's Statement of
Additional Information under the heading "Investment Restrictions", to provide
as follows:
The Fund may not: 5. Purchase any security if, as a result, the Fund
would then have more than five percent (5%) of its total assets
(determined at the time of investment) invested in securities of
companies (including predecessors) less than three (3) years old,
except that the Fund may invest in securities issued by the Pax
World Money Market Fund, in the securities of any U.S. Government
agency or instrumentality (other than the U.S. Treasury), and in any
security guaranteed by such an agency or instrumentality, the
proceeds of which are earmarked for a specific purpose which
complies with the investment objectives and policies of the Fund,
such as the Federal Farm Credit Bank, the Federal Home Loan Bank and
the Federal National Mortgage Association.
REQUIRED VOTE; REASONS FOR THE DIRECTORS' APPROVAL
The Board of Directors of the Fund considered the proposed changes to the
Fund's and fundamental investment policies so as to permit the Fund to invest in
the Pax World Money Market Fund at a meeting held on December 10, 1997. The
Directors requested and received relevant information from the Adviser and
counsel regarding such changes. Among other things, they considered (1) the
higher yield that could be achieved by the Fund for its shareholders if the Fund
were allowed to invest its cash in a money market fund instead of in
certificates of deposit, and (2) that the Pax World Money Market Fund is
proposed as a socially responsible fund that will have the same social screens
applied to its investments are currently applied to the Fund. The Directors were
further advised that it is currently envisioned that the Adviser would become
the adviser to the Pax World Money Market Fund for the specific purpose of
assuring that the social responsibility screens used by the Pax World Money
Market Fund are the same, or substantially the same, as those applied to the
Fund. In addition, it is anticipated that there will be no
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additional compensation earned by or paid to the Adviser by virtue of the
investment by the Fund of its assets in the Pax World Money Market Fund.
After review of the information and representations provided them, the
Directors determined that the proposed changes to the Fund's fundamental
investment policies would be in the best interest of the Fund and its
shareholders. The Board of Directors of the Fund believes that the proposed
changes to the Fund's fundamental investment policies will enhance the financial
services provided by the Pax World Fund Family and provide to the Fund an
alternative investment which adheres to the socially responsible philosophy of
the Pax World Fund Family. Accordingly, the Directors present at the meeting of
the Board of Directors held on December 10, 1997 voted unanimously to approve,
subject to approval by a majority of the outstanding shares of the Fund, the
proposed changes to the Fund's fundamental investment policies and recommends
that the Shareholders similarly vote in favor.
RECOMMENDATION
THE DIRECTORS OF THE FUND BELIEVE THAT THE PROPOSED CHANGES TO THE FUND'S
FUNDAMENTAL POLICIES IS IN THE BEST INTEREST OF THE FUND AND ITS SHAREHOLDERS
AND, ACCORDINGLY, RECOMMEND THAT SHAREHOLDERS VOTE FOR THE CHANGES TO THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES AS DISCUSSED ABOVE.
OTHER BUSINESS
The Directors of the Fund are not aware of any other business to be acted
upon at the Meeting other than described herein. It is not anticipated that
other matters will be brought before the Meeting. If, however, other matters are
duly brought before the Meeting, or any adjournments thereof, the persons
appointed as proxies will have discretion to vote or act thereon according to
their best judgment.
EXPENSES OF PROXY SOLICITATION
The cost of the Meeting, including the solicitation of proxies, will be
borne by the Fund. The proposed solicitation of proxies will be made by mail but
supplemental solicitations may be by mail, telephone, or telegraph personally by
officers of the Fund who will not be additionally compensated for providing such
services. It is anticipated that the cost for such supplemental solicitations,
if any, would be nominal. The Fund will forward to any record owners proxy
materials for any beneficial owner that such record owners may request.
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ADDITIONAL INFORMATION
The officers of the Fund are responsible for the day-to-day operations of
the Fund and the Board of Directors of the Fund is responsible for the general
policy of the Fund; Pax World Management Corp., 222 State Street, Portsmouth, NH
03801-3853 is the adviser to the Fund; and the Fund's shares are distributed
through a distribution expense plan maintained by the Fund pursuant to Rule
12b-1 of the Act.
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PAX WORLD GROWTH FUND, INC.
C/O PFPC, INC.
P.O. BOX 9426
WILMINGTON, DE 19899
PROXY
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MARCH 11, 1998
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF PAX WORLD GROWTH FUND, INC.
The undersigned hereby appoints Laurence A. Shadek and/or Lee D. Unterman
as Proxies, each with full powers to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
common stock of Pax World Growth Fund, Inc. held on record by the undersigned on
February 5, 1998, at the special meeting of shareholders to be held on
Wednesday, March 11, 1998 or at any adjournment or adjournments thereof.
PROPOSAL(S)
A) To approve certain changes to the Fund's fundamental investment
policies to permit the Fund to invest in the proposed Pax World
Money Market Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
B) In their discretion, on all other business that may properly come
before the Meeting and any adjournment or adjournments thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please sign on the reverse side
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR THE ADOPTION OF PROPOSALS A AND B,
AS SAID PROXIES, AND EACH OF THEM, MAY DETERMINE.
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MARCH 11, 1998 SPECIAL SHAREHOLDER MEETING
PAX WORLD GROWTH FUND, INC.
Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
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Signature(s) of Shareholder(s)
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Signature(s) of Shareholder(s)
Dated:
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PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
