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 250.14a-11(c) or 250.14a-12.
GRAND PRIX FUNDS, 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 fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
GRAND PRIX FUND
a Series of
GRAND PRIX FUNDS, INC.
Wilton Executive Campus
15 River Road, Suite 220
Wilton, Connecticut 06897
PROXY STATEMENT MATERIALS
IMPORTANT VOTING INFORMATION INSIDE
Table of Contents
Letter from the President Front Cover Page
Proxy Statement Summary 2
Notice of Special Meeting of Shareholders 4
Proxy Statement 5
Proxy Card Back Cover Page
<PAGE>
GRAND PRIX FUND
a Series of
GRAND PRIX FUNDS, INC.
Wilton Executive Campus
15 River Road, Suite 220
Wilton, Connecticut 06897
January 20, 1999
Dear Shareholder:
I am writing to inform you of the upcoming Special
Meeting of Shareholders of the Grand Prix Funds (the
"Fund") to be held at _______ a.m., Monday, February 8,
1999, at _____________________________________. At
this meeting, you are being asked to vote on an
important proposal affecting the Fund. The Board of
Directors of the Fund unanimously believes that this
proposal is in the Fund's and your best interest.
The Board of Directors of the Fund has unanimously
approved this proposal and recommends a vote "FOR" the
proposal. If you have any questions regarding the
issues to be voted on or need assistance in completing
your proxy card, please contact us at
________________________________.
Thank you for investing in the Grand Prix Fund and
for your continuing support.
Sincerely,
Robert Zuccaro
President of Grand Prix Funds, Inc.
Enclosures
<PAGE>
PROXY STATEMENT SUMMARY
The following is a brief summary of the proposal
to be considered at the Special Meeting by the
shareholders of the Grand Prix Fund (the "Fund"). The
information below is qualified in its entirety by the
more detailed discussion set forth in the Proxy
Statement, enclosed herewith. Accordingly, please read
all of the enclosed materials before voting.
When will the Special Meeting be held? Who is
eligible to vote?
The Special Meeting will be held at ______ a.m.,
Monday, February 8, 1999, at _____________________.
The record date for the Special Meeting is the close of
business on January 15, 1999. Therefore, only
shareholders who own shares of the Fund at that time
are entitled to vote at the Special Meeting.
Why is the Special Meeting being held?
The Special Meeting is being held to approve a
change to the Fund's fundamental investment restriction
regarding borrowing. The proposed change will expand
the Fund's ability to borrow including for leverage or
the purchase of investments.
Therefore, the Board of Directors recommends that
shareholders consider the following proposal:
To approve a change to the Fund's fundamental
investment restriction regarding borrowing.
How does the Board of Directors recommend that I
vote on this proposal?
The Board of Directors unanimously recommends that
you vote "FOR" the proposal.
What effect will the change to the Fund's
borrowing restriction have on the Fund?
The primary purpose of the proposed change is to
enable the Fund to borrow money for leverage purposes
(i.e., to purchase securities). Because leverage is a
speculative technique, it provides the opportunity for
greater total return but also involves risks. For
example, if the Fund's return on its investment from
the proceeds of borrowing (after expenses) is higher
than the interest rate on the borrowing, the Fund's
return will be greater than if the Fund had not
borrowed money. On the other hand, if the Fund's
return on its investment from the borrowing is lower
than the interest rate on the borrowed funds, the
Fund's return will be lower than if the Fund had not
borrowed money. In addition, borrowing will entail
certain costs and expenses, such as interest. A full
discussion of the proposal to change the Fund's
borrowing authority begins on page 6.
When will the proposal take effect if it is
approved?
If the proposal is approved, it will take effect
on or about February 26, 1999, when the Fund's updated
Registration Statement becomes effective.
Who is asking for my vote?
The Board of Directors of the Fund is asking for
your vote.
How do I vote my shares?
You can vote your shares in person or by proxy.
If you are unable to attend the Special Meeting in
person, you should complete, sign, date and return the
enclosed proxy card using the enclosed postage prepaid
envelope.
<PAGE>
If I send in my proxy card now, can I change my
vote later?
If you send in your proxy card now, you can change
your vote later by advising the Secretary of the Fund
in writing prior to the Special Meeting or by attending
the Special Meeting and voting in person.
<PAGE>
GRAND PRIX FUND
a Series of
GRAND PRIX FUNDS, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a Special Meeting of
Shareholders of the Grand Prix Fund (the "Fund") will
be held at ______________________________________ on
Monday, February 8, 1999, at ______ a.m., local time,
to consider and act upon the proposal noted below:
1. To approve the change to the Fund's fundamental
investment restriction regarding borrowing; and
2. To consider and act upon any other business which
may properly come before the Meeting or any
adjournments thereof.
Only shareholders of record at the close of
business on Friday, January 15, 1999, the record date
for this Meeting, shall be entitled to notice of, and
to vote at, the Meeting or any adjournments thereof.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
As a shareholder of the Fund, you are asked to
attend the Meeting either in person or by proxy. If
you are unable to attend the Meeting in person, we urge
you to complete, sign, date and return the enclosed
proxy card in the enclosed postage prepaid envelope.
Your prompt return of the proxy card will help assure a
quorum at the Meeting and avoid additional expenses to
the Fund associated with further solicitation. Sending
in your proxy card will not prevent you from voting
your shares in person at the Meeting and you may revoke
your proxy by advising the Secretary of the Fund in
writing (by subsequent proxy or otherwise) of such
revocation at any time before it is voted.
By Order of the Board of Directors,
Phillipp Villhauer
Secretary
Wilton, Connecticut
January 20, 1999
<PAGE>
GRAND PRIX FUND
a Series of
GRAND PRIX FUNDS, INC.
SPECIAL MEETING OF SHAREHOLDERS
To be held on February 8, 1999
PROXY STATEMENT
The enclosed proxy statement is being furnished in
connection with the solicitation by and on behalf of
the Board of Directors (the "Board") of the Grand Prix
Funds, Inc. (the "Company"), with respect to the Grand
Prix Fund (the "Fund"), a series of the Company, of
proxies to be voted at the Special Meeting (the
"Meeting") of Shareholders of the Fund to be held at
_______________________________________ on Monday,
February 8, 1999, at ______ a.m., local time, and any
adjournments thereof, for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders
(the "Notice"). The Notice, this proxy statement, and
the accompanying proxy card were first mailed to
shareholders on or about January 20, 1999. Subject to
shareholder approval, proposal 1 set forth in the
Notice and described in detail in the enclosed proxy
statement will become effective on or about February
26, 1999.
The record holders of outstanding shares of the
Fund are entitled to one vote per share (and a
fractional vote per fractional share) on all matters
presented at the Meeting. Whether you expect to be
personally present at the Meeting or not, please
complete, sign, date, and return the accompanying proxy
card. Properly executed proxies will be voted as you
instruct. If no choice is indicated, proxies will be
voted FOR proposal 1 set forth in the Notice, and in
accordance with the best judgment of the persons named
as proxies in the enclosed proxy card as to item 2.
Any shareholder giving a proxy has the power to revoke
it at any time before the Meeting by advising the
Secretary of the Company in writing (by subsequent
proxy or otherwise) of such revocation at any time
before it is voted. If not so revoked, the shares
represented by the proxy will be voted at the Meeting
and any adjournments thereof. Attendance by a
shareholder at the Meeting does not in itself revoke a
proxy.
Under the Fund's By-Laws, a quorum is constituted
by the presence in person or by proxy of one-third of
the outstanding shares of common stock of the Fund
entitled to vote at the Meeting. Abstentions and
broker non-votes (i.e., proxies from brokers or
nominees indicating that they have not received
instructions from the beneficial owners on an item for
which the brokers or nominees do not have discretionary
power to vote) will be treated as present for
determining the quorum. Abstentions and broker non-
votes will not, however, be counted as voting on any
matter at the Meeting, except that for any proposal
requiring the affirmative vote of the Fund's
outstanding shares for approval, a broker non-vote or
abstention will have the effect of a vote against the
proposal. In the event that a quorum is present at the
Meeting but sufficient votes to approve the proposal
are not received, the Secretary of the Company may
adjourn the Meeting to permit further solicitation of
proxies.
Proxies will be solicited primarily by mail. The
solicitation may also include telephone, facsimile,
telegraph, or oral communications by certain employees
of the Fund's investment advisor, Target Holdings
Corporation, doing business as Target Investors, Inc.
(the "Advisor"), who will not be paid for these
services. The Fund will pay the costs of the Meeting
and the expenses incurred in connection with the
solicitation of proxies, including those expenses
incurred by the Advisor. The Fund will also reimburse
brokers and other nominees for their reasonable
expenses in communicating with the person(s) for whom
they hold shares of the Fund.
Only the shareholders of record of the Fund at the
close of business on Friday, January 15, 1999 (the
"Record Date"), will be entitled to notice of, and to
vote at, the Meeting or any adjournments thereof. As
of December____, 1998, there were _____________ issued
and outstanding shares of common stock of the Fund.
The following table sets forth information
regarding the beneficial ownership of the Fund's
outstanding shares as of ___________ ____, 1998 by (i)
the directors and executive officers of the Company;
(ii) the directors
<PAGE>
and executive officers of the
Company as a group; and (iii) persons who are known to
the Fund to beneficially own more than 5% of the Fund's
outstanding shares:
Name and Address Shares Percentage
Robert Zuccaro
Phillipp Villhauer
Mary Jane Boyle
Edward F. Ronan, Jr.
Dennis K. Waldman
Andrea Romstad
[Insert 5% Shareholders]
All directors and executive officers
as a group (6 persons)
____________________
*Less than 1%
The Fund's investment advisor is Target Holdings
Corporation, doing business as Target Investors, Inc.
(the "Advisor"), 15 River Road, Suite 220, Wilton,
Connecticut 06897. The Fund's principal underwriter is
AmeriPrime Financial Securities, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, Texas 76092. The Fund's
administrator is Sunstone Financial Group, Inc., 207
East Buffalo Street, Suite 400, Milwaukee, Wisconsin
53202.
COPIES OF THE FUND'S 1998 ANNUAL REPORT ARE
AVAILABLE WITHOUT CHARGE UPON WRITING TO THE FUND AT
WILTON EXECUTIVE CAMPUS, 15 RIVER ROAD, SUITE 220,
WILTON, CONNECTICUT 06897.
PROPOSAL 1: TO APPROVE THE CHANGE TO THE FUND'S
FUNDAMENTAL INVESTMENT RESTRICTION REGARDING BORROWING
Background. The Board has approved, subject to
shareholder approval, a change to the Fund's borrowing
authority which would expand the Fund's ability to
borrow. Presently, the Fund may borrow up to one-third
of the value of its total assets for certain purposes
not including for leverage or the purchase of
investments. If the proposal is approved, the Fund
would have the authority to borrow up to one-third of
the value of the Fund's total assets for any purpose.
This would enable the Fund to borrow money for leverage
or the purchase of investments.
Investment Company Act Restrictions. Under the
Investment Company Act of 1940, as amended (the "1940
Act"), a fund may borrow money from a bank, provided
that immediately after any such borrowing the fund
maintains 300% asset coverage for the loan and for any
other borrowings. Because a fund must maintain 300%
asset coverage for any borrowing, the maximum amount
that a fund may borrow is one-third of the value of its
total assets.
Effects of Proposal. The primary purpose of the
proposed change is to enable the Fund to borrow money
for purposes of leverage although the proposal would
expand the Fund's borrowing authority to the full
extent permitted by applicable law.
Leverage is typically described as borrowings or
debt incurred to purchase securities. Leverage is a
speculative technique which provides the opportunity
for greater total return but also involves special
risks. Provided that the Fund is able to realize a
higher return after expenses on its investment of the
proceeds of any borrowing (i.e. investment gains
derived from the securities purchased with borrowed
funds) than the current interest rate on the borrowing,
the Fund will realize a higher current rate of return
than if the Fund were not leveraged. On the other
hand, to the extent that the then current interest rate
on the borrowing approaches the return
<PAGE>
on such proceeds
after expenses, the benefit of leverage will be
reduced, and if the then current interest rate on the
borrowing exceeds the return on such investment after
expenses, the Fund will realize a lower rate of return
than if the Fund were not leveraged. The Advisor may
seek to manage certain of the risks associated with
changes in the interest rate by extending the length of
the interest rate period on any borrowing so as to fix
an interest rate for a period of time or "deleveraging"
the Fund by repaying all or a portion of any
outstanding borrowing. There can be no assurance that
the Advisor can successfully manage the risks of
leverage.
Borrowing by the Fund will entail certain initial
costs and expenses and certain administrative and
accounting expenses. These costs and expenses will be
borne by the Fund. Assuming the Fund borrows 33 1/3%
of the value of its total assets and an annual interest
rate on borrowings of ___% payable on such borrowings
based upon current market rates, the Fund's annual
return (net of expenses) must be ___% in order to cover
such interest payment. The Fund's actual cost of
leverage will be based on market rates at the time the
Fund undertakes a leveraging strategy, and such actual
cost of leverage may be higher or lower than that
assumed in the foregoing examples.
The following table is designed to illustrate the
effect of leverage in the amount of 33 1/3% of the
Fund's total assets on the return to a shareholder,
assuming hypothetical annual returns of plus 10% and
minus 10%. As the table shows, leverage generally
increases the return when the return is positive and
greater than the cost of leverage and decreases the
return when the return is negative or less than the
cost of leverage. The numbers in the table are
hypothetical and actual returns may be greater or less
than those appearing in the table.
Assumed Return 10.00% (10.00)%
(without leverage, net of expenses)
Return (assuming 33 1/3% of leverage % ( )%
and interest rate of __%)
Investment Restrictions. In connection with the
proposed changes to the Fund's borrowing authority, the
Board approved an amendment to the Fund's investment
restrictions. The current investment restriction for
the Fund is as follows:
The Fund:
May (i) borrow money from banks for
temporary or emergency purposes (but not
for leverage or the purchase of
investments), and (ii) make other
investments or engage in other
transactions permissible under the 1940
Act, which may involve a borrowing,
provided that the combination of (i) and
(ii) shall not exceed 33 1/3% of the
value of the Fund's total assets
(including the amount borrowed), less
the Fund's liabilities (other than
borrowings). The Fund may also borrow
money from other persons to the extent
permitted by applicable law.
If this proposal is approved, the investment
restriction for the Fund will be amended
as follows:
The Fund:
May (i) borrow money from banks, and
(ii) make other investments or engage in
other transactions permissible under the
1940 Act, which may involve a borrowing,
provided that the combination of (i) and
(ii) shall not exceed 33 1/3% of the
value of the Fund's total assets
(including the amount borrowed), less
the Fund's liabilities (other than
borrowings). The Fund may also borrow
money from other persons to the extent
permitted by applicable law.
Required Vote. Approval of the change to the
Fund's fundamental investment restriction regarding
borrowing requires the affirmative vote of a "majority
of the outstanding voting securities" of the Fund.
Under the
<PAGE>
1940 Act, a "majority of the outstanding
voting securities" means the affirmative vote of the
lesser of (a) 67% or more of the shares of the Fund
present at the Meeting or represented by proxy if the
holders of more than 50% of the outstanding shares are
present at the Meeting or represented by proxy, or (b)
more than 50% of the outstanding shares. If the change
to the Fund's borrowing restriction is approved by the
Fund's shareholders, it will become effective on or
about February 26, 1999. If the shareholders of the
Fund do not approve the change to the Fund's borrowing
restriction, the existing borrowing restriction will
remain in effect.
Recommendation of the Board of Directors. The
Board recommends that shareholders of the Fund vote to
approve the change to the Fund's borrowing restriction.
PROPOSAL 2: OTHER MATTERS
The Board knows of no other matters that may come
before the Meeting, other than proposal 1 as set forth
above. If any other matters properly come before the
Meeting, it is the intention of the persons acting
pursuant to the enclosed proxy card to vote the shares
represented by such proxies in accordance with their
best judgment with respect to such matters.
SHAREHOLDER PROPOSALS
As a Maryland Corporation, the Company, on behalf
of the Fund, is not required to hold shareholder
meetings on a regular basis. Accordingly, the Company
does not intend to hold such meetings unless required
to do so under the 1940 Act. Any shareholder who
wishes to submit a proposal for consideration at the
next meeting of shareholders, when and if such meeting
is called, should submit such proposal to the Company
within a reasonable time before solicitation of proxies
for such meeting occurs. Shareholders should be aware,
however, that unless certain federal rules are complied
with, the mere submission of a proposal to the Company
does not guarantee that it will be considered at the
next meeting of shareholders.
By Order of the Board of Directors,
Phillipp Villhauer
Secretary
Wilton, Connecticut
January 20, 1999
<PAGE>
GRAND PRIX FUND
a Series of
GRAND PRIX FUNDS, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
The undersigned hereby revokes all previous
proxies and constitutes and appoints Robert Zuccaro and
Phillipp Villhauer as proxies, each with power to
appoint his substitute, and hereby authorizes them to
represent and to vote by majority, as designated below,
all shares of stock of the Fund which the undersigned
is entitled to vote at the Special Meeting of
Shareholders of the Grand Prix Fund to be held at
____________________________ on February 8, 1999, at
______ a.m., local time, and any adjournments thereof,
with respect to the matters set forth below and
described in the Notice of Special Meeting and Proxy
Statement dated January 20, 1999, receipt of which is
hereby acknowledged.
DATE:__________________
NOTE: Please sign
exactly as your name
appears on this Proxy.
If joint owners,
EITHER may sign this
Proxy. When signing
as attorney, executor,
administrator,
trustee, guardian or
corporate officer,
please give your full
title.
_______________________________
Signature(s) (Title(s),
if applicable)
- ---------------------------------------------------------------
This proxy will be voted as specified. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN
FAVOR OF PROPOSAL 1 AND IN THE DISCRETION OF THE
PROXIES AS TO ITEM 2. Please indicate by filling in
the appropriate box below.
1. To approve the adoption of a change FOR AGAINST ABSTAIN
to the Fund's fundamental investment [ ] [ ] [ ]
restriction regarding borrowing.
2. To vote upon any other matters FOR AGAINST ABSTAIN
which may legally come before the [ ] [ ] [ ]
meeting.
WE NEED YOUR VOTE BEFORE FEBRUARY 8, 1999
- --------------------------------------------------------------
Your vote is important. If you are unable to
attend the Meeting in person, we urge you to complete,
sign, date and return this proxy card using the
enclosed postage prepaid envelope. Your prompt return
of the proxy will help assure a quorum at the Meeting
and avoid additional expenses to the Fund associated
with further solicitation. Sending in your proxy will
not prevent you from personally voting your shares at
the Meeting and you may revoke your proxy by advising
the Secretary of the Fund in writing (by subsequent
proxy or otherwise) of such revocation at any time
before it is voted.
THANK YOU FOR YOUR TIME
