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:
[ ] 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 240.14a-11(c) or 240.14a-12
LCM Internet Growth 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 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:
2) Aggregate number of securities to which
transaction applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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>
LCM INTERNET GROWTH FUND, INC.
223 West Lake Street
Chicago, Illinois 60606
_____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 29, 2000
TO OUR SHAREHOLDERS:
The first Annual Meeting of Shareholders of LCM
Internet Growth Fund, Inc. will be held at The DuPage
Club, 1901 S. Meyers Road, Oakbrook Terrace, Illinois
60181, on Thursday, June 29, 2000 at 10:00 a.m. Central
Time for the following purposes:
(1) To elect six directors to serve until the
2001 Annual Meeting of Shareholders and until
their successors are duly elected and
qualified;
(2) To ratify the appointment of
PricewaterhouseCoopers LLP as our independent
auditors for fiscal 2001; and
(3) To transact such other business as may
properly come before the Annual Meeting (and
any adjournment of the meeting), all in
accordance with the accompanying Proxy
Statement.
Shareholders of record at the close of business on
May 1, 2000 are entitled to receive notice of and to
vote at the Annual Meeting or any adjournments.
All shareholders are cordially invited to attend
the Annual Meeting in person. However, whether or not
you expect to attend the Annual Meeting in person, you
are urged to complete, date and sign the enclosed proxy
card and return it as soon as possible in the enclosed
envelope which has been provided for your convenience
and which requires no postage if mailed in the United
States. The prompt return of proxy cards will ensure a
quorum. If you send in your proxy card and then decide
to attend the Annual Meeting to vote your shares in
person, you may still do so. You may revoke your proxy
by following the procedures described in the Proxy
Statement.
By Order of the
Board of Directors,
Barry J. Glasgow,
Secretary
May 30, 2000
<PAGE>
LCM INTERNET GROWTH FUND, INC.
223 West Lake Street
Chicago, Illinois 60606
May 30, 2000
Proxy Statement
Unless the context requires otherwise, all
references to "LCM," "we" or "our" refers to LCM
Internet Growth Fund, Inc. Our fiscal year ends on
March 31. In this proxy statement, we refer to fiscal
years by reference to the calendar year in which they
end (e.g., the fiscal year ended March 31, 2000 is
referred to as "fiscal 2000").
This Proxy Statement is furnished by the Board of
Directors of LCM for the solicitation of proxies from
the holders of our common stock, $0.01 par value (the
"Common Stock"), to be voted at the Annual Meeting of
Shareholders to be held at The DuPage Club, 1901 S.
Meyers Road, Oakbrook Terrace, Illinois 60181, on
Thursday, June 29, 2000 at 10:00 a.m. Central Time, and
at any adjournment thereof (the "Annual Meeting"). It
is expected that the Notice of Annual Meeting of
Shareholders, this Proxy Statement and the enclosed
proxy card, together with our Annual Report to
Shareholders for fiscal 2000, will be mailed to
shareholders commencing on or about May 30, 2000.
At the Annual Meeting, our shareholders will elect
six directors, each of whom will hold office until the
2001 Annual Meeting and until his successor is duly
elected and qualified. Our shareholders will also vote
on whether to ratify PricewaterhouseCoopers LLP as our
independent auditors for fiscal 2001.
Shareholders can ensure that their shares are
voted at the Annual Meeting by signing and returning
the enclosed proxy card in the envelope provided. The
submission of a signed proxy will not affect a
shareholder's right to attend the Annual Meeting and
vote in person. Shareholders who execute proxies
retain the right to revoke them at any time before they
are voted by filing with our Secretary a written
revocation or a proxy bearing a later date. The
presence at the Annual Meeting of a shareholder who has
signed a proxy does not itself revoke that proxy unless
the shareholder attending the Annual Meeting files a
written notice of revocation of the proxy with our
Secretary at any time prior to the voting of the proxy.
Proxies will be voted as specified by the
shareholders. Where specific choices are not
indicated, proxies will be voted FOR the election of
each of the individuals nominated to serve as directors
and FOR ratification of the appointment of our
independent auditors. The Board of Directors knows of
no other matters to be presented for shareholder action
at the Annual Meeting. If any matters properly come
before the Annual Meeting, the persons named as proxies
will vote on them in accordance with their best
judgment.
The expense of printing and mailing proxy
materials, including expenses involved in forwarding
materials to beneficial owners of Common Stock held in
the name of another person, will be paid by us. No
solicitation other than by mail is contemplated, except
that officers and representatives of LCM and officers
and employees of our investment adviser, LCM Capital
Management, Inc. (the "Adviser"), may solicit the
return of proxies from certain shareholders by
telephone.
Only shareholders of record at the close of
business on May 1, 2000 (the "Record Date") are
entitled to receive notice of and to vote the shares of
Common Stock registered in their name at the Annual
Meeting. As of the Record Date, we had outstanding
2,640,583 shares of Common Stock. Each share of Common
Stock entitles its holder to cast one vote on each
matter to be voted upon at the Annual Meeting.
<PAGE>
The presence of a quorum is required to transact
business at the Annual Meeting. A quorum is defined as
the presence, either in person or by proxy, of the
holders of shares entitled to cast one-third of the
votes entitled to be cast at the Annual Meeting. The
shares represented at the Annual Meeting by proxies
that are marked "withhold authority" for the election
of directors or "abstain" for the ratification of our
auditors will be counted as shares present for the
purpose of determining whether a quorum is present.
Broker non-votes will also be counted as shares present
for purposes of determining a quorum. If a quorum is
not present, the Secretary may adjourn the meeting to
permit further solicitation of proxies.
Directors are elected by a plurality of the votes
cast by holders of our Common Stock entitled to vote at
a meeting at which a quorum is present. In other
words, nominees receiving the largest number of
affirmative votes cast will be elected as directors.
Accordingly, any shares not voted affirmatively,
whether by abstention, broker non-vote or otherwise
will not be counted as affirmative votes cast for any
director.
The appointment of our independent auditors must
be ratified by a majority of the votes entitled to be
cast by holders of our Common Stock at a meeting at
which a quorum is present. Abstentions and broker non-
votes will have the same effect as a vote against the
appointment of our independent auditors.
SHARE OWNERSHIP
The following table sets forth information
regarding the beneficial ownership of LCM's outstanding
shares as of the Record Date by (i) each director and
executive officer and (ii) all directors and executive
officers as a group. As of the Record Date, we do not
believe that any person is the beneficial owner of more
than 5% of LCM's outstanding shares.
Percent of
Name and Address (1) Number of Shares Outstanding Shares
Michael R. Grady, Jr. 8,517.70(2) *
Barry J. Glasgow 0 *
David A. Schwering 2,094.60 *
Michael Radnor 1,047.30 *
George D. Kraft 1,047.30 *
Lawrence E. Harb 1,047.30 *
All directors and 13,754.20 *
executive officers as a
group (6 persons)
_________________
* Less than 1% of the outstanding shares.
(1) The address of Messrs. Grady and Glasgow is 223
West Lake Street, Chicago, Illinois 60606. The address
of Dr. Schwering is 223 University Boulevard East,
Silver Spring, Maryland 20901. The address of Dr.
Radnor is Northwestern University, 2001 Sheridan Road,
Evanston, Illinois 60208. The address of Dr. Kraft is
I.I.T. Stuart School of Business, Room 424, 565 West
Adams Street, Chicago, Illinois 60631. The address of
Mr. Harb is 3520 Okemos Road, Suite 120, Okemos,
Michigan 48864-5943.
(2) 6,737.29 shares are held in spouse's name and
remaining 1,780.41 shares are held in an Individual
Retirement Account for the benefit of Mr. Grady.
<PAGE>
Proposal One: ELECTION OF DIRECTORS
The Board of Directors proposes that the nominees
described below, who are currently serving as
directors, be elected as directors, each of whom will
hold office until the 2001 Annual Meeting and until his
successor is duly elected and qualified. Each director
who is deemed an "interested person" of LCM, as defined
in the Investment Company Act of 1940 (the "1940 Act"),
is indicated by an asterisk. The directors and
officers listed below have served since inception of
LCM in August 1998, except as otherwise noted.
The nominees have indicated a willingness to serve
as directors, but if any of them should decline or be
unable to act as a director, the persons named in the
proxy will vote for the election of another person or
persons as the Board of Directors recommends.
Nominees for Director
Present Position with LCM
Name and Age and Business Experience
*Michael R. Grady, Jr. President, Treasurer and Director of LCM
Age 37 Mr. Grady co-founded the Adviser with
Mr. Glasgow in June 1998 and has served as its
President and a Director since then. Since
January 1997, Mr. Grady has also served as
President of LaSalle St. Capital Markets, Inc.,
an investment banking, research and consulting
firm which is an affiliate of the Adviser.
Since December 1996, Mr. Grady has also served
as a registered representative of LaSalle St.
Securities, LLC, a registered broker-dealer, an
affiliate of the Adviser and the principal
underwriter for LCM's initial public offering
in October 1999 (the "Underwriter"). Prior to
joining the LaSalle group of companies, both of
which are located in Chicago, Illinois, Mr.
Grady spent 18 months with Madison Securities,
Inc., a registered broker-dealer in Chicago,
Illinois (from June 1995 until December 1996),
and 14 months with Lexington Securities, Inc.,
a registered broker-dealer in Chicago, Illinois
(from April 1994 until June 1995). At both
companies, Mr. Grady served as a registered
representative and an Executive Vice President.
From August 1990 until April 1994, Mr. Grady
served as a registered representative of A.G.
Edwards & Sons, Inc., a registered broker-
dealer in Bartlett, Illinois. Mr. Grady
received his B.S. in Finance from Northern
Illinois University in 1985.
*Barry J. Glasgow Vice President, Secretary and Director of LCM
Age 57 Mr. Glasgow co-founded the Adviser with Mr.
Grady in June 1998 and has served as its Chief
Investment Officer, Secretary, Portfolio
Manager and a Director since then. From May
1991 until June 1998, Mr. Glasgow served as the
Managing Partner and Portfolio Manager of
Gonski & Glasgow Investments, a registered
investment adviser in Elgin, Illinois. From
January 1991 until May 1996, Mr. Glasgow served
as a registered representative of Rocky
Mountain Securities, Inc., a registered broker-
dealer, in its Elgin, Illinois branch office.
From May 1996 until May 1998, Mr. Glasgow
served as a registered representative of Berry-
Shino Securities, Inc., a registered broker-
dealer, in its Elgin, Illinois branch office.
Since May 1998, Mr. Glasgow has served as a
registered representative of the Underwriter,
and from November 1998 until October 1999, Mr.
Glasgow served as a Research Analyst of LaSalle
St. Capital Markets, Inc.
<PAGE>
David A. Schwering, Ph.D. Director of LCM
Age 50 Dr. Schwering has served as the President and a
Director of American Communication &
Computation, Inc., a corporation engaged in the
communications infrastructure business, since
January 1980, and as a Director of
International Digital Maintenance, Ltd., a
digital equipment repair firm, since May 1972.
Both companies are located in Silver Springs,
Maryland. Dr. Schwering holds several patents
in the fields of electronic and security
devices. As a pioneer in modern computing, Dr.
Schwering developed several early computer
technologies. In the 1970s, he developed the
downlink and computation algorithms for NASA's
ABS satellites, the domestic money transfer
system for Bankers Trust in New York, the off-
track betting system for the State of New York
and an encrypted telecommunications system for
the U.S. government. Dr. Schwering received
his B.S. in Physics from the Massachusetts
Institute of Technology (M.I.T.), his M.S.C.S.
from the University of Maryland and a Doctorate
in Economics from Harvard University. Dr.
Schwering is listed in "Who's Who" in the
computer industry.
Michael Radnor, Ph.D. Director of LCM
Age 67 Dr. Radnor has served as a Professor at the
J.L. Kellogg Graduate School of Management at
Northwestern University in Evanston, Illinois
since 1964. In 1983, Dr. Radnor launched the
International Business Development program
through which his staff at Northwestern
assisted numerous U.S. and foreign companies to
strengthen their international operations,
technology and trade strategies and programs.
Dr. Radnor is the President of IBD, Inc. In
1989, Dr. Radnor, with support from the State
of Illinois, established the International
Business Development (IBD) Program to provide
counseling, training, referral services and
direct assistance to small businesses in the
Midwest. Privatized as IBD, Inc. in late 1994,
the program works with firms in several
countries worldwide. Dr. Radnor is also the
Chairman of a large consortium of major firms
focused on technology management.
George D. Kraft, Ph.D. Director of LCM
Age 62 Dr. Kraft has served as a Professor at the
I.I.T. Stuart School of Business in Chicago,
Illinois since 1994. Previously, he was an
Associate Professor of Electrical and Computer
Engineering in the Armour College of
Engineering at I.I.T. In 1993, Dr. Kraft
helped form the Telecommuting Advisory Council
of Illinois, and in 1991, he was a member of a
statewide telecommunications committee that
developed a strategic plan for wiring Illinois
with a broadband multimedia network. He has
consulted extensively for the U.S. government
through work for the Defense Information
Systems Agency, the Department of Housing and
Urban Development and the General Services
Administration. Each of these agencies has
used him as a national expert on
telecommunication capabilities and products.
Dr. Kraft has also been involved with the
National Institute of Standards and Technology,
as manager of the Integrated Services Digital
Network ("ISDN") Standardization Effort and the
Alternate Chairman of the Executive Steering
Committee of the North American ISDN User's
Forum. Dr. Kraft has served as a Director of
LCM since March 1999.
<PAGE>
Lawrence E. Harb Director of LCM
Age 47 Mr. Harb has served as the Managing Director of
Sales and Marketing for J.S. Wurzler
Underwriting Managers, Inc. ("Wurzler"), an
underwriter of internet and e-commerce
insurance for certain syndicates of Lloyds of
London which is located in Lansing, Michigan,
since January 1999. Prior to joining Wurzler,
he was affiliated with Aon Corp. for
approximately three years. Aon Corp., which is
located in Chicago, Illinois, is a holding
company that owns mutual fund, investment
advisory and brokerage businesses. While at
Aon Corp., Mr. Harb served as Chairman of
Financial Solutions Insurance Services, an
insurance brokerage firm; President of Aon
Securities Corp., a registered broker-dealer;
and Senior Vice President/Director of Marketing
of Aon Advisors, a registered investment
adviser. Before his involvement with Aon
Corp., Mr. Harb was President and founder of
LaSalle Consultants, Ltd., a financial
consulting firm located in Melrose Park,
Illinois, and President of LCL Investments,
Inc., a registered broker-dealer located in
Melrose Park, Illinois. Mr. Harb has over 24
years of experience in the financial services
industry, co-authored a book on banking and has
taught at the I.I.T. Stuart School of Business
in Chicago, Illinois. Mr. Harb received his
B.S. in Management from Northern Illinois
University in 1975 and his Masters of
Management degree from Northwestern
University's Kellogg School of Management in
1993. Mr. Harb has served as a Director of LCM
since March 1999.
The Board of Directors has a standing Audit
Committee. The Board of Directors does not have a
Nominating Committee or a Compensation Committee. The
Board of Directors held two meetings in fiscal 2000.
Each director attended at least 75% of the meetings of
the Board of Directors held during fiscal 2000.
The Audit Committee is responsible for monitoring
and evaluating the performance, independence and
qualifications of the independent auditors. The Audit
Committee reviews the scope, costs and results of the
independent audit of LCM's books and records and has
direct, private access to the independent public
accountants. The members of the Audit Committee are
Dr. Schwering, Dr. Radnor, Dr. Kraft and Mr. Harb, none
of whom is an "interested person" of LCM. The Audit
Committee did not meet in fiscal 2000.
Director Compensation
Directors and officers of LCM who are also
officers, directors or employees of the Adviser do not
receive any remuneration from LCM for serving as
directors or officers of LCM. Accordingly, neither Mr.
Grady nor Mr. Glasgow receive any remuneration from LCM
for their services as directors and officers of LCM.
However, the remaining directors received the following
fees for their services as directors of LCM during
fiscal 2000(1):
Pension or
Aggregate Retirement Total
Name Compensation(2) Benefits Compensation
David A. Schwering $4,000 $ 0 $4,000
Michael Radnor 4,000 0 4,000
George D. Kraft 4,000 0 4,000
Lawrence E. Harb 4,000 0 4,000
<PAGE>
____________
(1) LCM's fiscal 2000 consisted of five months
from its organization October 26, 1999 to fiscal
year end March 31, 2000.
(2) For fiscal 2001 each director who is not
deemed an "interested person" of LCM, as defined in
the 1940 Act, will receive a retainer fee of $6,000.
In addition, each disinterested director will
receive a fee of $500 for each Board of Directors
meeting attended by such person, plus reimbursement
of reasonable expenses incurred in connection
therewith. The Board anticipates holding four
meetings during fiscal 2001. Thus, each
disinterested director is entitled to $8,000 during
fiscal 2001 from LCM, plus reasonable expenses.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of
1934 requires our directors and officers, among others,
to file reports with the Securities and Exchange
Commission disclosing their ownership, and changes in
their ownership, of stock in LCM. Copies of these
reports must also be furnished to LCM. Based solely on
a review of these copies, we believe that during fiscal
2000, all filing requirements were met.
Proposal Two: RATIFICATION OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders at the
Annual Meeting, the Board of Directors has appointed
PricewaterhouseCoopers LLP, an independent public
accounting firm, to audit the consolidated financial
statements of LCM for the fiscal year ending March 31,
2001. Representatives of PricewaterhouseCoopers LLP
may be present at the Annual Meeting (either in person
or by telephone) to make any statement they may desire
and to respond to questions from shareholders.
If the shareholders do not ratify the appointment
of PricewaterhouseCoopers LLP, the selection of our
independent auditors will be reconsidered by the Audit
Committee and the Board of Directors.
Proposal Three: OTHER MATTERS
Although management is not aware of any other
matters that may come before the 2000 Annual Meeting,
if any such matters should be presented, the persons
named in the accompanying proxy intend to vote such
proxy in accordance with their best judgment.
FUND INFORMATION
The investment adviser for LCM is LCM Capital
Management, Inc., 223 West Lake Street, Chicago,
Illinois 60606.
The principal underwriter for LCM's initial public
offering in October 1999 was LaSalle St. Securities,
LLC, 223 West Lake Street, Chicago, Illinois 60606.
LCM occasionally engages LaSalle St. Securities, LLC to
execute portfolio securities transactions.
The administrator for LCM is Firstar Mutual Fund
Services, LLC, 615 East Michigan Street, Milwaukee,
Wisconsin 53202.
<PAGE>
SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposed business to be brought
before the 2001 Annual Meeting of Shareholders must be
received by us no later than January 30, 2001.
By Order of the Board of Directors,
Barry J. Glasglow,
Secretary
<PAGE>
Proxy Card
LCM INTERNET GROWTH FUND, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints Michael R. Grady, Jr. and Barry J. Glasgow,
and each of them, as proxies, each with the power to appoint his substitute,
and authorizes each of them to represent and to vote, as designated on the
reverse side, all of the shares of stock of LCM Internet Growth Fund, Inc.
held of record by the undersigned on May 1, 2000 at the 2000 Annual Meeting of
Shareholders of LCM Internet Growth Fund, Inc. to be held on June 29, 2000 or
at any adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted FOR the election of the nominees as directors and FOR the
ratification of PricewaterhouseCoopers LLP as independent auditors.
(Continued and to be signed on reverse side.)
<PAGE>
Please date, sign and mail your proxy card back as soon as possible.
Annual Meeting of Shareholders
LCM Internet Growth Fund, Inc.
June 29, 2000
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS:
(To serve until the 2001 1-Michael R. Grady, Jr. [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
Annual Meeting and until 2-Barry J. Glasgow listed to the left to vote for all
their successors are 3-David A. Schwering (execpt as nominees listed
elected and qualified) 4-Michael Radnor specified below). to the left.
5-George D. Kraft
6-Lawrence E. Harb
</TABLE>
Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.
2. RATIFICATION FOR PRICEWATERHOUSECOOPERS LLP AS LCM'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING MARCH 31, 2001.
[ ] FOR ratification of PricewaterhouseCoopers LLP
[ ] AGAINST ratification of PricewaterhouseCoopers LLP
[ ] ABSTAIN from voting on the ratification of PricewaterhouseCoopers LLP
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
No. of Shares _________
Date: ___________________________
Check appropiate box ___________________________
Indicate changes below: (Signature of Shareholder)
Address Change? [ ] ___________________________
Name Change? [ ] (Signature of Shareholder -
if held jointly)
Please sign exactly as name appears
hereon. 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.
