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 <section>240.14a-11(c) or
<section>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)(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>
CIRCLE INCOME SHARES, INC.
NOTICE AND PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 13, 1998
TO SHAREHOLDERS OF CIRCLE INCOME SHARES, INC.:
The Annual Meeting of Shareholders of Circle Income Shares, Inc. will be
held in Suite 500, The Columbia Club, 121 Monument Circle, Indianapolis,
Indiana, on Friday, November 13, 1998, 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 ratification 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, 1998 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 8, 1998
Jacqueline A. Weitz, SECRETARY
Circle Income Shares, Inc.
Post Office Box 77004
Indianapolis, Indiana 46277-7004
Phone: 317-321-8180
<PAGE>
CIRCLE INCOME SHARES, INC.
Post Office Box 77004,
Indianapolis, Indiana 46277-7004
October 8, 1998
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 13, 1998
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 8, 1998. 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 Banc
One Investment Advisors Corporation, 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, 1998 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 2,803,476 shares
of the Company's $1 par value Common Stock. Each share will be entitled to one
vote on each matter acted upon 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, 1998, 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 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 nonvoting of shares nor
abstentions will affect the outcome of Director elections.
To the best of the Company's knowledge, on October 1, 1998, 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. 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
A 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
The Company's Advisor is Banc One Investment Advisors Corporation, an
indirect wholly owned subsidiary of Banc One Corporation. In November 1997,
with the approval of the Company's Board of Directors, the Advisor assumed the
Company's Investment Advisory Contract, dated November 4, 1993, from its
affiliate, Bank One, Indiana, NA. The terms of the Investment Advisory
Contract (including the services provided and the compensation paid to the
Advisor were not changed, and there were no changes in manner in which the
investment advisory services are performed or the management and operating
personnel who provide those services. The Advisor is located at 1111 Polaris
Parkway, Columbus, OH 43271-0211.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
THE NOMINEES. The persons named to vote the accompanying Proxy intend,
unless otherwise directed, to cast all votes for the election of the six
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: 62
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 is currently
Executive Vice President and Treasurer Emeritus of Purdue University. He
retired June 30, 1998 from Purdue University where he had served as
Executive Vice President and Treasurer since January 1974. As the chief
financial and business officer, he managed all securities, properties, and
funds belonging to the University and all trusts in which the University is
interested. In addition, he was 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: 49
POSITION WITH THE COMPANY: Mr. Glor has been a Director and President of the
Company since November 1996. 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 the Indiana Investment Management Group
of Bank One Trust Company, NA. 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: 42
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 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 (now PricewaterhouseCoopers LLP).
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: 52
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 a
consultant with Life Science Advisors, LLC. He retired from Eli Lilly and
Company in May 1997. From September 1994 to May 1997, Mr. Hunt served as
Vice President of North American Pharmaceutical Business Development for Eli
Lilly and Company ; from January 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: 75
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 retired. Prior to his retirement on January 1, 1990, Mr. Keckley
served as Executive Vice President of Bank One, Indiana, NA. As Executive
Vice President of Bank One, Indiana, NA, he was responsible for the Private
Banking Division of the Trust & Asset Management Group.
OTHER DIRECTORSHIPS: None
E. Lynn Plaster*
AGE: 59
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.
BUSINESS EXPERIENCE DURING THE LAST FIVE YEARS: Mr. Plaster is retired. Mr.
Plaster served as a managing Director of Oxford Financial Advisors
Corporation from February 1994 to April 1995; prior thereto Mr. Plaster
served as Executive Vice President and Chief Trust Officer of Bank One,
Indiana, NA.
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. None of the nominees owns in excess of 1% of
* 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.
<PAGE>
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 bank affiliates of the Advisor in the ordinary course
of 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.
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, 1998 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 Banc One Corporation or its affiliates, the Company paid no cash
compensation to its executive officers during the last fiscal year.
Directors who are not employed by the Advisor or its affiliates are entitled
to reimbursement for travel and out-of-pocket expenses in connection with
attending meetings of the Board or its committees. 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. During the fiscal year ended June
30, 1998, 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 accounting, financial and operating controls and such other
matters as the audit committee may determine appropriate. The Company has
no nominating or compensation committees.
MEETINGS OF THE BOARD OF Directors. During the fiscal year ended June 30,
1998, four 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
Banc One Corporation, is set forth below, and as to certain officers who are
also nominees for Director, above under "Election of Directors". Prior to
his current position with the Advisor, Mr. Young served as Senior Audit
Manager with Deloitte & Touche LLP. The other executive officers and
significant employees have held the same or similar positions with the
Advisor or its affiliates during the past five years.
<PAGE>
<TABLE>
<CAPTION>
NAME AND AGE POSITIONS WITH THE COMPANY PRESENT POSITION
<S> <C> <C> <C> <C>
Bruce J. Glor President and Director since Managing Director, Indiana
Age: 49 November 8, 1996. Investment Management Group Bank
One Trust Company, NA
Jeffrey W. Fountain Executive Vice President Vice President & Investment
Age: 42 since March 21, 1994; Vice Officer Banc One Investment
President from January 28, Advisors Corp.
1988 to March 21,1994.
Robert Young, Treasurer since November Managing Director, Mutual Funds
Age: 35 13,1997. Banc One Investment Advisors
Corp.
Timothy P. Holihen, Vice President since March Managing Director, Institutional
Age: 42 21, 1994. Account Group Banc One Investment
Advisors Corp.
Jacqueline A. Weitz, Secretary since January 17, VicePresident & Relationship
Age: 46 1997. Manager Bank One, Trust Company,
NA
Thomas F. Wilson Vice President since August Vice President & Investment
Age: 58 9, 1990. Officer Banc One Investment
Advisors Corp.
</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, 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, 1998, 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
RATIFICATION 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 17, 1998, 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 1999 MEETING
To be considered for inclusion in the Company's Proxy material for the 1999
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 10, 1999. Any shareholder
proposal received after that date will not be included in the Company's Proxy
materials, and will be considered untimely for consideration at the 1999 Annual
Meeting unless the Company receives notice of the proposal by no later than
August 24, 1999.
OTHER MATTERS
At the date of this Proxy Statement, the Company does not know of any other
matters which will be presented for action at the Meeting. 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 judgment.
Jacqueline A. Weitz, SECRETARY
<PAGE>
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
PROXY PROXY
CIRCLE INCOME
SHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Steven H. Hazelbaker and James D. Keckley
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, 1998 at the annual meeting of shareholders to be held
on November 13, 1998.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
(Continued and to be signed on reverse side.)
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. __
1. Election of Directors - FOR WITHHOLD
All All For All (Except Nominee(s))
written below)
Nominees: Frederick R. Ford,
Bruce J. Glor, Steven R. Hazelbaker,
Michael S. Hunt, James D. Keckley,
E. Lynn Plaster
2. Proposal to approve the appointmentFor Against Abstain
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: __________________, 1998.
Signature(s)
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.
