CIRCLE INCOME SHARES, INC.
NOTICE AND PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 19,1999
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 19, 1999, 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, 1999 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 18, 1999
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, 1999
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 19, 1999
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, 1999. 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, 1999
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,
1999 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, 1999, 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.
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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: 63
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 had interests. 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: 50
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
Charles E. Greer
AGE: 54
POSITION WITH THE COMPANY: Mr. Greer has been a Director of the
Company since April 1999. As a Director, he is a member of the Audit
Committee.
BUSINESS EXPERIENCE DURING THE LAST FIVE YEARS: Mr. Greer is an
attorney, entrepreneur and serves as a Chapter ll bankruptcy trustee
for the Southern District of Indiana. Either as bankruptcy trustee or
temporary CEO, he has operated a number of businesses and is currently
the owner of a construction business in Indianapolis, Indiana. Prior
to his present positions, he was a partner in the Indianapolis law
firm of Ice Miller Donadio and Ryan
OTHER DIRECTORSHIPS: None
Steven R. Hazelbaker
AGE: 43
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 Meridian
Citizens Mutual Insurance Company and Meridian Security Insurance
Company and its subsidiaries.
James D. Keckley*
AGE: 76
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
* 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 security holdings of Banc One Corporation, Mr.
Glor, Mr. Keckley are "Interested Persons" as that term is defined in the
Investment Company Act of 1940.
<PAGE>
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 and James D. Keckley are "interested
persons" of the Company. 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 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, 1999 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*, Greer, Hazelbaker, and
Keckley*, current Directors of the Company, constitute the duly appointed
audit committee of the Company. During the fiscal year ended June 30, 1999,
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, 1999, 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.
NAME AND AGE POSITIONS WITH COMPANY PRESENT POSITION
Bruce J. Glor President and Director Managing Director, Indiana
Age: 50 since November 8, 1996 Investment Management Group,
Bank One Trust Company, NA
Jeffrey W. Fountain Executive Vice President Vice President and Investment
Age 43 since March 21, 1994; Vice Officer, Banc One Investment
President from January 28, Advisors Corp.
1988 to March 21, 1994
Timothy P. Holihen Vice President since Managing Director, National
Age: 43 March 21, 1994 Accounts Group, Banc One
Investment Advisors Corp.
Jacqueline A. Weitz Secretary since January 17, Vice President & Relationship
Age: 47 1997 Manager, Banc One Investment
Management Group
Thomas F. Wilson Vice President since Vice President & Investment
Age: 59 August 9, 1990 Officer, Banc One Advisors
Corp
Robert Young Treasurer since Managing Director, Mutual
Age: 36 November 13, 1997 Funds, Banc One Investment
Advisors Corp.
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, 1999, 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.
<PAGE>
PROPOSAL 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, who are independent public accountants, has 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 August 6, 1999, 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 2000 MEETING
To be considered for inclusion in the Company's Proxy material for the
2000 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,
2000. 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 2000 Annual Meeting unless the Company receives
notice of the proposal by no later than August 24, 2000.
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>
PROXY PROXY
CIRCLE INCOME SHARES, INC.
This Proxy is solicited on Behalf of the Board of Directors.
The undersigned hereby appoints Steven R. 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, 1999 at the annual
meeting of shareholders to be held on November 19, 1999.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
<PAGE>
CIRCLE INCOME SHARES, INC.
PLEASE MARK VOTE USING DARK INK ONLY.
[ ]
1. ELECTION OF DIRECTORS-- FOR WITHHOLD
NOMINEES: Frederick R. Ford, ALL ALL FOR ALL (Except Nominee(s) written
below)
Bruce J. Glor, Charles E. Greer,
Steven R. Hazelbaker,
James D. Keckley _____ _____ _____
2. Proposal to approve the appointment FOR AGAINSTABSTAIN
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: _____________________, 2000
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.
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
