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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 ss. 240.14a-11(c) or ss. 240.14a-12
Circle Income Shares, 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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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CIRCLE INCOME SHARES, INC.
NOTICE AND PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 19, 1997
To Shareholders of Circle Income Shares, Inc.:
The Annual Meeting of Shareholders of Circle Income Shares, Inc. will
be held in the 10th Floor Foyer, The Columbia Club, 121 Monument Circle,
Indianapolis, Indiana, on Wednesday, November 19, 1997, at 1:00 o'clock P.M. At
that Meeting the following matters will be considered and voted upon as more
fully explained in the Proxy Statement which follows this Notice:
1. The election of the Board of Directors for the ensuing year.
2. The approval of the appointment of Arthur Andersen LLP,
independent public accountants, as accountants and auditors of
the Company for the current fiscal year.
3. The transaction of any other business, not presently
anticipated, that may properly come before the Meeting.
The Board of Directors has determined that all Shareholders of record
as of the close of business on October 1, 1997 will be entitled to vote on all
matters that properly come before the Meeting.
We urge you to sign, date and return the enclosed Proxy in the envelope
provided as promptly as possible whether or not you plan to attend the Meeting
in person. Such action will help your Company avoid unnecessary expense and
delay. No postage is required if mailed in the United States. The Proxy may be
revoked as is more fully explained in the following Proxy Statement.
By order of the Board of Directors
October 14, 1997
Jacqueline A. Weitz, Secretary
Circle Income Shares, Inc.
Post Office Box 77004
Indianapolis, Indiana 46277-7004
Phone: 317-321-8180
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CIRCLE INCOME SHARES, INC.
POST OFFICE BOX 77004, INDIANAPOLIS, INDIANA 46277-7004
OCTOBER 14, 1997
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 19, 1997
SOLICITATION OF PROXIES
The Proxy which accompanies this statement is solicited by the Board of
Directors of Circle Income Shares, Inc. (the "Company"). The Proxy and this
Proxy Statement are being mailed to the Company's Shareholders on or about
October 14, 1997. It is anticipated that the solicitation will be made by mail,
but if necessary to insure a quorum at the Meeting, the Company may supplement
this solicitation by solicitation through securities dealers and by telephone
calls to Shareholders. Such calls would be made by regular employees of Bank
One, Indiana, N.A., the Company's investment advisor, (the "Advisor") whose
services would be furnished to the Company under the existing Investment Advisor
Contract at no additional expense to the Company. Otherwise, the solicitation
will be made at the expense of the Company and the Company will reimburse banks,
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in forwarding Proxy material to the beneficial owners
of shares.
FINANCIAL STATEMENTS
The Annual Report of the Company for the fiscal year ended June 30,
1997 has previously been mailed to all Shareholders of record. The Company will
furnish, without charge, a copy of the Annual Report to all Shareholders who
request a copy by calling the Company, collect at 1-317-321-8180.
SHARES ENTITLED TO VOTE
As of the record date noted below, there were outstanding 2,797,416
shares of the Company's $1 par value Common Stock. Each share will be entitled
to one vote at the Meeting. The Company has no other securities outstanding. The
Board of Directors has determined that all Shareholders of record as of the
close of business on October 1, 1997, will be entitled to vote on all matters
that properly come before the Meeting.
A Proxy may indicate that all or a portion of the shares represented
thereby are not being voted with respect to a specific proposal. This could
occur, for example, when a broker is not permitted to vote shares held in street
name on certain proposals in the absence of instructions from the beneficial
owner. Shares that are not voted with respect to a specific proposal will be
considered as not present for such proposal, even though such shares will be
considered present for purposes
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of determining a quorum and voting on other proposals. Abstentions on a specific
proposal will be considered as present, but not as voting in favor of such
proposal. Directors will be elected by a plurality of the votes cast.
Accordingly, neither the non-voting of shares nor abstentions will affect the
outcome of Director elections.
To the best of the Company's knowledge, on October 1, 1997, no person
beneficially owned 5% or more of the then outstanding shares of its Common
Stock.
ADJOURNMENT
In the event that sufficient votes in favor of any of the proposals set
forth in the Notice of Annual Meeting are not received by the time scheduled for
the Meeting, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies with respect to any of
such proposals. Any such adjournment will require the affirmative vote of a
majority of the votes cast on the question in person or by Proxy at the session
of the Meeting to be adjourned. The persons named as proxies will vote those
proxies which they are entitled to vote FOR any such proposal in favor of such
an adjournment and will vote those proxies required to be voted AGAINST any such
proposal against any such adjournment. A shareholder vote may be taken on one or
more of the proposals in the Proxy Statement prior to any such adjournment if
sufficient votes have been received and it is otherwise appropriate. Indiana law
provides that this adjournment may be made without notice so long as the new
date, time or place is announced at the Meeting prior to the adjournment. If the
Meeting is adjourned to a date more than 120 days from the date fixed for the
original Meeting, a new record date must be established and notice given.
REVOCABILITY OF PROXIES
The accompanying Proxy may be revoked at any time prior to its being
voted. Such revocation may be made by written notice, by later Proxy delivered
to the Secretary of the Company or by voting in person at the Meeting. Unless
revoked, a Proxy will be voted at the Meeting in accordance with the
instructions of the Shareholder in the Proxy as to Proposals 1 and 2 or, if no
instructions are given, for the election of Directors and for the ratification
of the accountants and auditors.
THE INVESTMENT ADVISOR
Bank One, Indiana, N.A. (formerly known as Bank One, Indianapolis, NA),
111 Monument Circle, Indianapolis, Indiana 46277, has served as Advisor to the
Company since the Company's inception in 1973 and presently serves under the
terms of an Investment Advisory Contract dated November 4, 1993.
PROPOSAL 1
ELECTION OF DIRECTORS
The Nominees. The persons named to vote the accompanying Proxy intend,
unless otherwise
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directed, to cast all votes for the election of the five nominees listed below.
Each of the nominees is presently a Director and each has consented to being
named as nominee in this Proxy Statement and has agreed to serve if elected. The
Directors elected at this Meeting will serve until the next Annual Meeting of
the Shareholders of the Company and until their successors have been elected and
qualified.
Frederick R. Ford
Age: 61
Position with the Company: Dr. Ford has been a Director of the Company
since April, 1984. As a Director, he is a member of the Audit
Committee.
Business experience during the last five years: Dr. Ford has served as
Executive Vice President and Treasurer of Purdue University since
January, 1974. As the chief financial and business officer, he manages
all securities, properties, and funds belonging to the University and
all trusts in which the University is interested. In addition, he is
responsible for all business operations, physical plant, housing and
food services, internal auditing and investments.
Other Directorships: Dr. Ford is also a Trustee of Teachers Insurance
and Annuity Association.
Bruce J. Glor*
Age: 48
Position with the Company: Mr. Glor has been a Director and President
of the Company since November, 1997. As a Director, he is a member of
the Audit Committee.
Business experience during the last five years: Mr. Glor joined Bank
One in June 1994 as Senior Vice President for Bank One, Akron, NA where
he managed the Akron/Canton office. Since January, 1996 he has served
as Executive Vice President and Managing Director of Banc One
Investment Management and Trust Group, Indiana. As Managing Director,
he is responsible for Retirement Services, Personal Investing and Trust
business in the state. He is also a member of the Senior Management
Committee and Indiana Leadership Council. Prior to joining Bank One,
Mr. Glor was Regional Manager for Marine Midland Bank's Private Clients
Group.
Other Directorships: None
Steven R. Hazelbaker
Age: 41
Position with the Company: Mr. Hazelbaker has been a Director of the
Company since April 1997. As a Director, he is a member of the Audit
Committee.
Business experience during the last five years: Mr. Hazelbaker has
served as Chief Financial
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Officer and Treasurer of Meridian Insurance Group, Inc. since April
1994. As the Chief Financial Officer, he is responsible for
investments, cash management, financial reporting, taxes, billings and
collections. Prior to joining Meridian, Mr. Hazelbaker was a partner
with Coopers & Lybrand.
Other Directorships: Mr. Hazelbaker serves as a director of Citizen
Security Mutual Insurance Company and Meridian Security Insurance
Company and its subsidiaries.
Michael S. Hunt
Age: 51
Position with the Company: Mr Hunt has been a Director of the Company
since, July, 1994. As a Director, he is a member of the Audit
Committee.
Business experience during the last five years: Mr. Hunt is presently
retired; from September, 1994 to May, 1997 Mr. Hunt served as Vice
President of North American Pharmaceutical Business Development for Eli
Lilly and Company since September, 1994; from January 1, 1993 to
September, 1994 Mr. Hunt served as Vice President of Pharmaceutical
Strategic Planning and, prior thereto, served as Vice President and
Treasurer of Eli Lilly and Company. As Vice President of North American
Pharmaceutical Business Development, Mr. Hunt was responsible for
pharmaceutical business planning and licensing for North America.
Other Directorships: None
James D. Keckley*
Age: 73
Position with the Company: Mr. Keckley has been a Director of the
Company since April, 1973. As a Director, he is a member of the Audit
Committee.
Business experience during the last five years and other directorships:
Mr. Keckley is presently retired. Prior to his retirement on January 1,
1990, Mr. Keckley served as Executive Vice President of Bank One,
Indiana, N.A. As Executive Vice President of Bank One, Indiana, N.A.,
he was responsible for the Private Banking Division of the Trust &
Asset Management Group.
Other Directorships: None
E. Lynn Plaster*
Age: 58
Position with the Company: Mr. Plaster has been a Director of the
Company since November, 1983. As a Director, he is a member of the
Audit Committee.
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*Because of Mr. Glor's affiliation with the Advisor and security
holdings of Banc One Corporation, the Advisor's indirect parent, and
because of Mr. Keckley's and Mr. Plaster's security holdings of Banc
One Corporation, Mr. Glor, Mr. Keckley and Mr. Plaster are "Interested
Persons" as that term is defined in the Investment Company Act of 1940.
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Business experience during the last five years: Mr. Plaster is
presently retired. Mr. Plaster served as a managing Director of Oxford
Financial Advisors Corporation from February 1994 to April 1996; prior
thereto Mr. Plaster served as Executive Vice President and Chief Trust
Officer of Bank One, Indiana, N.A.
Other Directorships: None
Transactions and other relationships between the Nominees and the
Advisor. Management of the Company does not believe that any of the nominees,
other than Bruce J. Glor, James D. Keckley and E. Lynn Plaster, are "interested
persons" of the Company. However, under the Investment Company Act of 1940,
directors of an investment company may under certain circumstances be found to
be "interested persons" of the Company as a result of material business, stock
ownership in, or other relationships with its advisor. None of the nominees owns
in excess of 1% of the outstanding stock of the Advisor or its ultimate parent,
Banc One Corporation. All of the nominees have been customers of and have had
transactions with the Advisor to the Company in the ordinary course of its
business. Additional transactions may be expected to take place in the future.
All outstanding loans and commitments to nominees were made on substantially the
same terms (including interest rates and collateral requirements) as those
prevailing at the time for comparable transactions with other persons except
that the nominees who are employees of the Advisor receive favorable interest
rates consistent with the Advisor's employment policies. Such loans and
commitments did not involve more than normal risk of collectibility or present
other unfavorable features. The Advisor extends MasterCard and VISA privileges
to its directors, officers and employees.
Beneficial Ownership of Securities. Management knows of no person
beneficially owning more than five percent (5%) of the Company's common stock.
At June 30, 1997 the Company's Officers and Directors, as a group, owned less
than 1% of the outstanding Common Stock.
Compensation of Directors and Officers. The Company pays no director's
fees, salaries or other cash or noncash compensation to any of its Directors or
Officers who are officers, directors or employees of the Company's Advisor or
its affiliates. Because all of the Company's executive officers are employed by
the Advisor, the Company paid no cash compensation to its executive officers
during the last fiscal year. Directors who are not employed by the Advisor are
entitled to reimbursement for travel and out-of-pocket expenses in connection
with attending Meeting. Each Director who is not affiliated with the Advisor
receives a fee of $3,600 per year, $200 for each Board of Directors Meeting
attended, and $200 for each audit committee Meeting attended.
Standing Board Committees. Messrs. Ford, Glor*, Hazelbaker, Hunt,
Keckley* and Plaster*, current Directors of the Company, constitute the duly
appointed audit committee of the Company. The Company has no nominating or
compensation committees. During the fiscal year ended June 30, 1996, the audit
committee met one time. The audit committee is responsible for Meeting with the
Company's independent auditors to discuss and review the scope of their audit,
the Company's accounting principles, policies and practices, the results of the
audit, the adequacy of the Company's
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accounting, financial and operating controls and such other matters as the audit
committee may determine appropriate.
Meeting of the Board of Directors. During the fiscal year ended June
30, 1997, four (4) Meetings of the Board of Directors were held. None of the
Company's incumbent Directors attended fewer than 75% of the total number of
Meetings of the Board, including Meetings of the committees on which he served,
held while he was a Director.
Executive Officers and Significant Employees. Information regarding the
Company's executive officers and significant employees, each of whose principal
occupation is his position with the Advisor or an affiliate of the Advisor, is
set forth below, and as to certain officers who are also nominees for Director,
above under "Election of Directors". Mr. Glor has been employed by Bank One
since January, 1996. Prior to his employment with Bank One, Mr. Glor served as
Regional Manager at Marine Midland Bank's Private Client Group. Prior to his
current position with the Advisor, Mr. Nicholson served as Vice President,
Manager of Financial Planning and analysis for Banc One Corporation. Executive
officers and significant employees have held the same or similar positions with
the Advisor during the past five years. In addition, since February, 1992
Jeffrey W. Fountain and Timothy P. Holihen have each served as a Vice President
and Investment Officer of Banc One Investment Advisors Corporation. Dr. Wilson
has served as Senior Portfolio Manager of Banc One Investment Advisors
Corporation since January, 1992.
<TABLE>
<CAPTION>
Name and Age Positions with the Company Present Position with the Advisor
- ------------ -------------------------- ---------------------------------
<S> <C> <C>
Bruce J. Glor, 48 President and Director since Managing Director, Indiana
November 8, 1996. Investment Management & Trust
Group
Jeffrey W. Fountain, 42 Executive Vice President since Vice President & Investment
March 21, 1994; Vice President Officer
from January 28, 1988 to March
21, 1994.
James M. Nicholson, 35 Treasurer since November 8, 1996. Vice President Financial
Planning & Analysis
Timothy P. Holihen, 41 Vice President since March 21, Vice President & Investment
1994. Officer
Jacqueline A. Weitz, 45 Secretary since January 17, 1997. Vice President & Client Service
Officer
Thomas F. Wilson, 57 Vice President since August 9, Vice President & Investment
1990. Officer
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Officers and Directors,
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and persons who own more than 10% of the Company's Common Stock, to file reports
of ownership with the Securities and Exchange Commission. Officers, Directors
and greater than 10% Shareholders are required to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on its review of
copies of such forms received by it, or written representations from certain
reporting persons that no Forms 5 were required for those persons, the Company
believes that during the fiscal year ended June 30, 1997, no Officer or Director
of the Company failed to file on a timely basis any reports required by Section
16(a). The Company had no greater than 10% Shareholders during the fiscal year.
PROPOSAL 2
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, who are independent public accountants, have served as
accountants and auditors for the Company since its inception. They have been
reappointed for the current fiscal year, subject to ratification by the
Shareholders, by the unanimous vote of the Company's Board of Directors at a
Meeting held on July 18, 1997 at which a majority of those of the Company's
Directors who were not interested persons of the Company were present, in
person. The persons named to vote the accompanying Proxy intend unless otherwise
directed, to cast all votes for ratification of Arthur Andersen LLP as
accountant and auditors for the Company. A representative of Arthur Andersen LLP
is expected to be present at the Annual Meeting with the opportunity to make a
statement if he desires to do so, and to be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS FOR 1998 MEETING
To be considered for inclusion in the Company's Proxy material for the
1998 Annual Meeting, proposals that Shareholders wish to present to the Meeting
must be received by the Company as its principal address (the address shown on
the cover of this Proxy Statement) no later than June 9, 1998.
OTHER MATTERS
At the date of this Proxy Statement, Management does not know of any
other matters which will be presented for action at the Meeting hereby called,
nor does it intend to bring any other matters before the Meetings for such
action. If, however, other matters properly do come before the Meeting, it is
the intention of the persons named in the accompanying Proxy to vote said Proxy
on each matter in accordance with their judgement.
Jacqueline A. Weitz, Secretary
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PROXY PROXY
CIRCLE INCOME
SHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Frederick R. Ford and E. Lynn Plaster
or either of them, as Proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated below, all
the shares of common stock of Circle Income Shares, Inc. held of record by the
undersigned on October 1, 1997 at the annual meeting of shareholders to be held
on November 19, 1997.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
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CIRCLE INCOME SHARES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
<TABLE>
<S> <C> <C> <C>
1. Election of Directors-- FOR WITHHOLD FOR ALL (Except Nominee(s) written below)
--- -------- -------
</TABLE>
Nominees: Frederick R. Ford, Bruce J.
Glor, Steven R. Hazelbaker, Michael
S. Hunt, James D. Keckley, E. Lynn
Plaster --- -------- -------
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2. Proposal to approve the FOR AGAINST ABSTAIN
appointment of Arthur Andersen --- ------- -------
LLP as the independent public
accountants of the Company. --- -------- -------
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
for the election as directors of all nominees listed under Proposal 1 and for
Proposal 2.
Dated: ____________, 1997
Signature(s)
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Please sign exactly as name appears below. If there are two or more owners, all
owners should sign. When signing as attorney, as 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.
