SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No.__ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CONCORD 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)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate 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 identity 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:
CONCORD FUND, INC.
c/o Shapiro, Weiss & Company
60 State Street, 38th Floor
Boston, MA 02109
(617) 371-2500
September [ ], 1997
Dear Shareholder:
The Board of Directors of Concord Fund, Inc. (the "Fund")
has unanimously approved the liquidation and dissolution of the
Fund pursuant to a Plan of Liquidation and Dissolution for the
Fund (the "Plan"). After considering other alternatives, the
Board of Directors concluded that the liquidation and dissolution
of the Fund pursuant to the Plan is in the best interests of the
Fund and its shareholders. The enclosed Notice of a Special
Meeting is to inform you of a meeting called to obtain
shareholder approval of the Fund's liquidation and dissolution
pursuant to the Plan. The enclosed Proxy Statement describes
this matter in more detail.
The Fund currently has approximately $800,000 in net assets.
The Board of Directors has concluded that the continued operation
of the Fund at this size is not economically feasible for
shareholders. Any marketing efforts under current circumstances
are unlikely to increase the Fund's size enough to justify the
continuance of the Fund's operations. In addition, given the
Fund's relatively small amount of assets, the Board of Directors
has determined that it is unlikely that the Fund could be sold
to, or merged with, another investment company. Therefore, the
Board of Directors has approved the liquidation and dissolution
of the Fund pursuant to the Plan, subject to shareholder
approval.
I STRONGLY URGE YOU TO APPROVE THE LIQUIDATION AND
DISSOLUTION OF THE FUND PURSUANT TO THE PLAN. Subject to your
approval, shareholders remaining in the Fund as of the
liquidation date will receive one or more cash distributions as
described in the Proxy Statement and the Plan. If you do not
approve this proposal, the Fund will continue to incur additional
expenses which may adversely affect its net asset value.
After reading the enclosed material, please complete, sign
and return the proxy card so that your shares will be represented
and so that the Fund can avoid the expense of additional
mailings. You may revoke your proxy at any time prior to its
use. YOUR VOTE IS EXTREMELY IMPORTANT.
If you want additional information concerning this proposal,
please call Walter Opanasets at (617) 371-2500.
Thank you for your understanding and your help.
Sincerely,
Gerald I. White, President
CONCORD FUND, INC.
c/o Shapiro, Weiss & Company
60 State Street, 38th Floor
Boston, MA 02109
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD [ ], 1997
Notice is hereby given that a special meeting of the shareholders
of Concord Fund, Inc. (the "Fund"), a Massachusetts corporation,
will be held on [ ], 1997, at 11:00 a.m., Eastern time, at the
offices of Shapiro, Weiss & Company, 60 State Street, 38th Floor,
Boston, Massachusetts 02109 (the "Meeting"). The Meeting has
been called for the following purposes:
1. To approve the liquidation and dissolution of the Fund
pursuant to the provisions of a Plan of Liquidation and
Dissolution approved by the Fund's Board of Directors;
and
2. To transact such other business as may properly come
before the Meeting.
The Fund's shareholders of record at the close of business
on September 2, 1997 are entitled to notice of, and to vote at,
the Meeting or any adjournment(s) thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE POSTAGE PAID RETURN ENVELOPE ENCLOSED, SO THAT A QUORUM
WILL BE PRESENT AT THE MEETING AND A MAXIMUM NUMBER OF SHARES MAY
BE VOTED. TO AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-
UP LETTERS TO ENSURE A QUORUM, IT IS MOST IMPORTANT AND IN YOUR
INTEREST FOR YOU TO SIGN YOUR PROXY CARD AND RETURN IT PROMPTLY.
THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
By Order of the Board of Directors
Gerald I. White
President
The date of this Notice is [date]
CONCORD FUND, INC.
c/o Shapiro, Weiss & Company
60 State Street, 38th Floor
Boston, MA 02109
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD [], 1997
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Concord
Fund, Inc., a Massachusetts corporation (the "Fund"). Proxies
will be voted at a special meeting of the Fund's shareholders
("Shareholders") to be held on [], 1997 at [ ], Eastern time, at
the offices of Shapiro, Weiss & Company, 60 State Street, 38th
Floor, Boston, Massachusetts 02109, and at any adjournment(s)
thereof (the "Meeting").
This Proxy Statement, accompanied by a Notice of the Special
Meeting and a proxy card, was first mailed to Shareholders on or
about [date]. The expenses in connection with preparing this
Proxy Statement and all solicitations will be borne by the Fund
to the extent permitted by applicable law.
At the Meeting, Shareholders will be asked to approve the
liquidation and dissolution of the Fund pursuant to the
provisions of the Plan of Liquidation and Dissolution attached
hereto as Exhibit B (the "Plan"). The Board of Directors of the
Fund approved the Plan by unanimous written consent in lieu of a
meeting, subject to Shareholder approval. A majority of the
outstanding shares of the Fund (a "quorum") must be present in
person or by proxy in order to conduct business at the Meeting.
The affirmative vote of Shareholders holding two-thirds of the
outstanding shares of the Fund's common stock ("Shares") is
required for approval of the liquidation and dissolution of the
Fund. The Board of Directors recommends that Shareholders vote
"FOR" the Fund's liquidation and dissolution.
Shareholders of record at the close of business on September
2, 1997 (the "Record Date") are entitled to vote at the Meeting.
Each Shareholder is entitled to one vote for each full Share and
a proportionate vote for each fractional Share held as of the
Record Date. As of the Record date, there were 30,307 Shares
outstanding and the Fund's net assets were approximately
$791,050. As of that date, the following persons owned
beneficially more than 5% of the Fund:
Number of Shares Percentage of Fund
Name Owned Outstanding
Richard O. Berner, Thomas 7,394 24.4%
R. Berner & Winifred B.
Parker TR UW The Berner
Family Trust
The individuals named as proxies on the enclosed proxy card
will vote in accordance with your direction as indicated thereon
if your proxy card is received properly executed by you or by
your duly appointed agent or attorney-in-fact. If you sign, date
and return the proxy card, but give no voting instructions, the
duly appointed proxies will vote your shares in favor of the
proposal described in this Proxy Statement and they may, in their
discretion, vote upon such other matters as may properly come
before the Meeting. Any person giving a proxy may revoke it at
any time prior to its use by giving written notice of such
revocation to the Fund prior to the Meeting, by delivering a
subsequently dated proxy to the Fund prior to the Meeting, or by
attending and voting at the Meeting in person.
If a quorum is not present at the Meeting, or if a quorum is
present but sufficient votes to approve the liquidation and
dissolution are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further
solicitation of proxies. In determining whether to adjourn the
Meeting, the following factors may be considered: the nature of
the proposal that is the subject of the Meeting, the percentage
of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information
to be provided to shareholders with respect to the reasons for
the solicitation. Any adjournment will require the affirmative
vote of a majority of those Shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote for
or against an adjournment based on their determination of what is
in the best interests of the Shareholders, taking into
consideration the factors discussed above. A Shareholder vote
may be taken for the Fund on one or more of the proposals in this
Proxy Statement prior to any adjournment if sufficient votes have
been received for approval.
If a proxy represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person
entitled to vote shares of the Fund on a particular matter with
respect to which the broker or nominee does have discretionary
power) or is marked with an abstention (collectively,
"abstentions"), the Fund's Shares represented thereby will be
considered to be present at the Meeting for purposes of
determining the existence of a quorum for the transaction of
business. Abstentions, however, will have the effect of a "no"
vote for the purpose of obtaining requisite approval for the
proposal described herein and any other proposal that may come
before the Meeting.
Proxies will be solicited primarily by mail. However,
proxies may also be solicited by telephone, telegraph, facsimile
or personal interview conducted by certain officers or employees
of the Fund.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S
MOST RECENT ANNUAL REPORT AND THE MOST RECENT SEMI-ANNUAL REPORT
SUCCEEDING THE ANNUAL REPORT, IF ANY, TO A SHAREHOLDER UPON
WRITTEN REQUEST TO CONCORD FUND, INC., C/O SHAPIRO, WEISS &
COMPANY, 60 STATE STREET, 38TH FLOOR, BOSTON, MASSACHUSETTS,
02109 OR BY CALLING WALTER OPANASETS AT (617) 371-2500. [SASE]
PROPOSAL 1
PROPOSAL TO LIQUIDATE THE ASSETS
AND DISSOLVE THE FUND PURSUANT
TO THE PROVISIONS OF THE PLAN
OF LIQUIDATION AND DISSOLUTION
THE LIQUIDATION IN GENERAL
The Board of Directors proposes to liquidate and dissolve
the Fund pursuant to the provisions of the Plan. The Plan
provides for (1) the complete liquidation of all of the assets of
the Fund; (2) a ratable distribution to Shareholders of the
Fund's net assets; (3) the de-registration of the Fund under the
Investment Company Act of 1940, as amended (the "Investment
Company Act"); and (4) the subsequent dissolution of the Fund as
a Massachusetts corporation.
The Board of Directors of the Fund has determined that (i)
in order to anticipate and meet redemption requests by
Shareholders prior to the Meeting, and (ii) to decrease the
probability of having to sell portfolio securities at unfavorable
prices, the Fund's management ("Management") may begin to
liquidate the Fund's assets as it deems appropriate and in the
Shareholders' best interests. If the Plan is approved,
Management will undertake to liquidate the remainder of the
Fund's assets at market prices and on such terms and conditions
as Management shall determine to be reasonable and in the best
interests of the Fund and its Shareholders. In the event the
Plan is not adopted, the Directors will consider what action, if
any, should be taken, including whether to continue the
indefinite suspension of sales of Fund shares.
REASONS FOR THE LIQUIDATION
The Fund is an open-end management investment company
organized as a Massachusetts corporation on September 16, 1949.
The Fund registered with the Securities and Exchange Commission
(the "Commission") under the Investment Company Act on October
24, 1949, after which date the Fund first offered Shares.
The Directors of the Fund considered and unanimously adopted
resolutions which, in part, (1) approved the liquidation and
dissolution of the Fund pursuant to the Plan of Liquidation and
Dissolution presented at the meeting, and (2) called for a
Special Meeting of Shareholders to approve the liquidation and
dissolution of the Fund pursuant to the Plan. Under
Massachusetts law, the liquidation and dissolution of the Fund
may be authorized by the affirmative vote of two-thirds of the
Shares outstanding and entitled to vote thereon.
At a meeting held March 20, 1997, Management reported to the
Board of Directors that the continued operation of the Fund at
its current size was not economically feasible for the
Shareholders. Management stated that it had reviewed the
following possible alternatives for the Fund: (i) continuation
of the Fund with increased efforts to sell additional Shares of
the Fund thereby increasing the Fund's assets; (ii) the merger or
sale of the Fund into a similar investment company; and (iii) a
prompt liquidation of the Fund.
At the March 20, 1997 meeting, Management reported to the
Board of Directors that it had considered the viability of each
alternative and had concluded that the prompt liquidation and
dissolution of the Fund was the only viable alternative
consistent with the best interests of the Shareholders at this
time. Management was not confident that any marketing efforts
under current circumstances would increase the Fund's size
sufficiently to continue its operations. Management reported
that it found the merger or sale of the Fund into a similar
investment company not to be a realistic alternative due to the
relatively small amount of assets under management in the Fund
and the fact that Management could not assure any potential
merging or acquiring fund that the Fund's assets would remain in
the Fund.
Therefore, Management requested the Board of Directors to
consider the prompt liquidation and dissolution of the Fund
pursuant to the Plan. Based upon Management's presentation and
recommendation, the Board of Directors concluded that the
liquidation and dissolution of the Fund pursuant to the Plan is
in the best interests of the Fund and the Shareholders. Upon the
liquidation and dissolution of the Fund, Shareholders may receive
a taxable cash distribution. See "Federal Income Tax
Consequences" below.
DESCRIPTION OF THE PLAN
Under the Plan, on the date on which the Plan is approved by
the Fund's Shareholders (the "Effective Date"), the Fund will
cease to conduct business except as is required to carry out the
terms of the Plan and to accept redemption requests. Thereafter,
all securities and other assets held by the Fund not already held
in cash or cash equivalents will be converted to cash or cash
equivalents. Management will undertake to liquidate the Fund's
assets at market prices on such terms and conditions as
Management shall determine to be reasonable and in the best
interests of the Fund and its Shareholders. In no event will any
of the portfolio securities owned by the Fund be sold at a price
which is less than the best price available in the public market
at the time of sale.
The Plan further provides that the ratable distribution of
the Fund's assets to Shareholders will be made in one or more
cash payments. The first distribution of the Fund's assets (the
"First Distribution") is expected to consist of cash representing
substantially all of the assets of the Fund, less the amount
reserved to pay liabilities and expenses of the Fund. Subsequent
distributions, if necessary, are anticipated to be made within 90
days after the First Distribution and will consist of cash from
any assets remaining after payment of liabilities and expenses,
the proceeds of any sale of assets under the Plan not sold prior
to the First Distribution and any other miscellaneous income to
the Fund.
At present, the date or dates on which the Fund will pay the
liquidation distributions to its Shareholders and on which the
Fund will be liquidated are not known to the Fund, but it is
anticipated that, if Shareholders adopt the Plan, the liquidation
would occur on or prior to October 31, 1997. Each Shareholder
will be required to surrender his or her share certificate(s) to
the Fund's transfer agent, Chase Mellon Shareholder Services
("Chase Mellon"), at [address] [attention] prior to receiving his
or her pro rata liquidating distribution(s). In the event that a
Shareholder cannot surrender a share certificate because it has
been lost, apparently destroyed or wrongfully taken, the
Shareholder must contact [name] at Chase Mellon at (212) 273-8054
to make alternative arrangements. The pro rata distribution
represented by any certificate not surrendered eventually will
become "presumed abandoned" under the abandoned property law of
Massachusetts, and, pursuant to Massachusetts law, will become
payable to the Commonwealth of Massachusetts.
FUND ACTIVITY FOLLOWING THE LIQUIDATION.
Following liquidation, the Fund intends to file an
application with the Commission to de-register as an investment
company under the Investment Company Act. The Fund will also
file Articles of Dissolution in accordance with applicable
provisions of Massachusetts law.
THE RIGHT OF A SHAREHOLDER TO REDEEM HIS OR HER SHARES OF THE
FUND AT ANY TIME HAS NOT BEEN IMPAIRED AND WILL NOT BE IMPAIRED
BY THE ADOPTION OF THE PLAN. THEREFORE, A SHAREHOLDER MAY REDEEM
SHARES CONSISTENT WITH THE PROVISIONS OF THE INVESTMENT COMPANY
ACT WITHOUT THE NECESSITY OF WAITING FOR THE FUND TO TAKE ANY
ACTION.
FEDERAL INCOME TAX CONSEQUENCES
The Fund will not incur any federal income tax liability as
a result of the liquidation.
For federal income tax purposes, a Shareholder's receipt of
the Liquidation Distribution will be a taxable event and, to the
extent paid from amounts other than current or accumulated
earnings and profits of the Fund, will be treated as a sale of
the Shareholder's Shares in exchange for the Liquidation
Distribution. Each Shareholder will recognize gain or loss in an
amount equal to the difference between the Liquidation
Distribution he or she receives and the adjusted tax basis of his
or her Shares. Assuming the Shareholder holds his or her Shares
as a capital asset, the gain or loss generally will be treated as
a capital gain or loss. If the Shares have been held for more
than eighteen months, the gain or loss will constitute a long-
term capital gain or loss taxable at a maximum 20% rate. If the
Shares have been held for more than one year but not more than
eighteen months, the gain or loss will consitute a mid-term
capital gain or loss taxable at a maximum 28% rate. For shares
held one year or less, the gain or loss will constitute a short-
term capital gain or loss. To the extent that any portion of the
Liquidation Distribution is paid from the Fund's current or
accumulated earnings and profits, the distribution will be
taxable to Shareholders as an ordinary dividend or, if paid from
net capital gains, a capital gain dividend. Shareholders will be
notified of their respective shares of ordinary and capital gain
dividends for the Fund's final fiscal year in normal tax-
reporting fashion; amounts included in income as dividends will
increase the Shareholders' adjusted bases in their shares for
purposes of computing their gain or loss on the receipt of the
Liquidation Distribution.
The receipt of a Liquidation Distribution by an individual
retirement account or annuity ("IRA") that holds shares will not
be taxable to the IRA owner for federal income tax purposes.
If under the terms of the IRA the Liquidation Distribution
must be distributed to the IRA owner, however, the distribution
would be taxable for federal income tax purposes and, if the
owner has not attained age 59 1/2, generally also would be
subject to an additional 10% early withdrawal tax. Nonetheless,
in such a circumstance a taxable event may be avoided either
(i) by transferring the IRA account balance before it is
distributed directly to another IRA custodian or trustee or
(ii) by rolling over the distribution within 60 days of the date
of the distribution to another IRA. An IRA may be rolled over
only once in any one year period; therefore, a rollover will not
be an available alternative if the IRA was rolled over at any
time within the one year period preceding the date of the
distribution. There are many rules governing IRAs and the
transfer and rollover of IRA assets. In addition, tax results
may vary depending on the status of the IRA owner. Therefore,
owners of IRAs that will receive Liquidation Distributions should
consult with their own tax advisers concerning the consequences
of the Liquidation Distribution.
The information above is only a summary of some of the
federal income tax consequences generally affecting the Fund and
its individual U.S. Shareholders resulting from the liquidation
of the Fund. This summary does not address the particular
federal income tax consequences applicable to Shareholders other
than U.S. individuals nor does it address state or local tax
consequences. The tax consequences of the liquidation may affect
Shareholders differently depending upon their particular tax
situations, and, accordingly, this summary is not a substitute
for careful tax planning on an individual basis.
SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS TO DETERMINE THE
FEDERAL, STATE, AND OTHER INCOME TAX CONSEQUENCES OF RECEIVING
THE LIQUIDATION DISTRIBUTION WITH RESPECT TO THEIR PARTICULAR TAX
CIRCUMSTANCES.
CONCLUSION
THE DIRECTORS RECOMMEND VOTING FOR THE PROPOSAL TO LIQUIDATE
AND DISSOLVE THE FUND PURSUANT TO THE TERMS AND CONDITIONS OF THE
PLAN AS DESCRIBED ABOVE. IN THE EVENT THE PLAN IS NOT ADOPTED,
THE DIRECTORS WILL CONSIDER WHAT ACTION, IF ANY, SHOULD BE TAKEN.
ADDITIONAL INFORMATION
On August 27, 1997, the staff of the Commission notified the
Fund that it
is conducting an informal inquiry regarding the Fund to determine
whether
violations of the federal securities laws have occurred. The
staff advised that this inquiry should not be construed as an
indication by the Commission or its
staff that any violations of the law have occurred, nor as an
adverse reflection
on any person entity or security. In connection with this
inquiry, the
Commission has requested certain information from the Fund. The
Fund intends to
voluntarily cooperate in this matter.
OTHER BUSINESS
Management knows of no other business to be presented at the
Meeting other than the proposal set forth in this Proxy
Statement. If any other business properly comes before the
Meeting, the proxies will exercise their best judgment in
deciding how to vote on such matters.
SHAREHOLDER PROPOSALS
Consistent with the laws of the Commonwealth of
Massachusetts, the by-laws of the Fund provide that the Fund must
hold annual Shareholder meetings. In the event that the Fund is
not liquidated and dissolved, proposals of Shareholders intended
to be presented at the next Shareholder meeting must be received
by the Fund within a reasonable period of time prior to the
mailing of the proxy materials sent in connection with that
meeting for inclusion in the proxy statement for that meeting.
Any such Shareholder proposal should be sent to Concord Fund,
Inc., c/o Shapiro, Weiss & Company, 60 State Street 38th Floor,
Boston, Massachusetts 02109. The submission by a Shareholder of
a proposal for inclusion in a proxy statement does not guarantee
that it will be included. Shareholder proposals are subject to
certain regulations under federal securities laws.
FUND MANAGEMENT
Management serves as the Fund's investment adviser. The
Fund's administrator is Shapiro, Weiss & Company, 60 State
Street, 38th Floor, Boston, Massachusetts 02109. The Fund's
transfer agent is Chase Mellon Shareholder Services 450 West 33rd
Street, New York, NY 10001. The Fund's custodian is Jeffries &
Company, Inc., 11100 Santa Monica Blvd., 10th Floor, Los Angeles,
CA 90025. The Fund does not have an underwriter.
PLEASE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED SELF-ADDRESSED POSTAGE-PAID ENVELOPE. YOU MAY
REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE MEETING BY WRITTEN
NOTICE TO THE FUND OR BY SUBMITTING A PROXY CARD BEARING A LATER
DATE.
[date]
BY ORDER OF THE BOARD OF DIRECTORS
OF
CONCORD FUND, INC.
Gerald I. White, [Assistant Clerk]
INDEX TO EXHIBITS
EXHIBIT A Form of Proxy relating to Special Meeting of
Shareholders of Concord Fund, Inc.
EXHIBIT B Plan of Liquidation and Dissolution
EXHIBIT C Financial Data Schedule
EXHIBIT A
CONCORD FUND, INC.
SPECIAL MEETING OF SHAREHOLDERS -- [date]
Please refer to the Proxy Statement for a discussion of these
matters. THE UNDERSIGNED HOLDER(S) OF SHARES OF STOCK OF THE
CONCORD FUND, INC. HEREBY CONSTITUTES AND APPOINTS GERALD WHITE,
WALTER OPANASETS AND DAVID WEISS, OR EITHER OF THEM, THE
ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH FULL POWER OF
SUBSTITUTION, TO VOTE THE SHARES LISTED BELOW AS DIRECTED, AND
HEREBY REVOKES ANY PRIOR PROXIES. To vote, mark an X in blue or
black ink on the proxy card below. THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS OF CONCORD FUND, INC.
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--
Detach card at perforation and mail in
postage paid envelope provided
I. Vote on Proposal to approve a liquidation and dissolution of
the Concord Fund, Inc. pursuant to the Plan of Liquidation
and Dissolution attached to the Proxy Statement as EXHIBIT
B.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
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--
Detach card at perforation and mail in
postage paid envelope provided
CONCORD FUND, INC.
PROXY
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR APPROVAL OF EACH PROPOSAL.
Please sign exactly as name appears on this card. When account
is joint tenants, all should sign. When signing as
administrator, trustee or guardian, please give title. If a
corporation or partnership, sign in entity's name and by
authorized person.
x____________________________
_____________________________
_____________________________
x____________________________
_____________________________
_____________________________
Dated:_______________________
____________________, 1997
EXHIBIT B
FORM OF
PLAN OF LIQUIDATION AND DISSOLUTION
THIS PLAN OF LIQUIDATION AND DISSOLUTION (the "Plan") is adopted
by Concord Fund, Inc., a Massachusetts corporation (the "Fund").
W I T N E S S E T H:
--------------------
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, this Plan is intended to be and is adopted as a plan of
liquidation of the Fund, on the terms and conditions set forth
below; and
WHEREAS, the Board of Directors of the Fund, including a majority
of the directors who are not interested persons (as defined by
the 1940 Act), has determined that this Plan is in the best
interests of the shareholders of the Fund ("Shareholders").
NOW THEREFORE, the Board of Directors of the Fund hereby adopts
the following:
1. CONDITIONS PRECEDENT. This Plan is approved subject to the
following conditions:
a. This Plan shall be approved by the affirmative
vote of Shareholders holding two-thirds of the
outstanding shares of the Fund's common stock at a
special meeting of the Shareholders called for the
purpose of approving the Plan.
b. A Proxy Statement describing the Plan and the
proposed liquidation and dissolution shall be
prepared and submitted to the Securities and
Exchange Commission ("SEC") and when authorized by
such regulator, shall be delivered to each
Shareholder of record of the Fund for the purposes
of soliciting proxies for the approval of the
Plan.
c. All necessary approvals and authorizations from
the SEC or any other regulatory authority having
jurisdiction over the transactions contemplated by
the Plan shall be obtained.
d. At or immediately prior to the Liquidation Date
(as defined in paragraph 6), the Fund shall, if
necessary, have declared and paid a dividend or
dividends which, together with all previous such
dividends, shall have the effect of distributing
to the Shareholders of the fund all of the Fund's
investment company taxable income for taxable
years ending at or prior to the Liquidation Date
(computed without regard to any deduction for
dividends paid) and all of its net capital gain,
if any, realized in taxable years ending at or
prior to the Liquidation Date (after reduction for
any capital loss carry-forward).
2. TERMINATION OF BUSINESS OPERATIONS. On the date on which
the Shareholders approve the Plan (the "Effective Date"),
the Fund shall cease to conduct business except as is
required to carry out the terms of the Plan and to accept
redemption requests.
3. NOTICE OF LIQUIDATION. As soon as practicable after the
Effective Date, the Fund shall mail notice to all its
creditors and employees that the Plan has been approved by
the Board of Directors and the Shareholders and that it will
be liquidating its assets. Such notice will comply with the
requirements of any state laws mandating notice of
liquidation such as that contemplated by the Plan.
4. LIQUIDATION OF ASSETS. As soon as it is reasonable and
practicable after the Effective Date, but in no event later
than [date] (the "Liquidation Period"), all portfolio
securities of the Fund not already converted to cash or cash
equivalents shall be converted to cash or cash equivalents.
5. LIABILITIES. During the Liquidation Period, the Fund shall
pay, discharge, or otherwise provide for the payment or
discharge of, any and all liabilities and obligations of the
Fund. If the fund is unable to pay, discharge or otherwise
provide for any liabilities of the Fund during the
Liquidation Period, the Fund may, however, retain cash or
cash equivalents in an amount which it estimates is
necessary to discharge any unpaid liabilities of the Fund on
the Fund's books as of the Liquidation Date (as defined in
paragraph 6). Unpaid liabilities may include but not be
limited to, income dividends and capital gains
distributions, if any, payable for the period prior to the
Liquidation Date.
6. DISTRIBUTION TO SHAREHOLDERS. Upon termination of the
Liquidation Period (the "Liquidation Date"), the Fund's
assets will be distributed ratably among shareholders of
record in one or more cash payments. The first distribution
of the Fund's assets (the "First Distribution") is expected
to consist of cash representing substantially all the assets
of the Fund, less the amount reserved to pay creditors of
the Fund. Subsequent distributions, if necessary, are
anticipated to be made within 90 days after the First
Distribution and will consist of any cash from any assets
remaining after payment of creditors, the proceeds of any
sale of assets of the Fund under the Plan not sold prior to
the First Distribution and any other miscellaneous income to
the Fund. Each Shareholder will be required to surrender his
or her share certificate(s) to [the Fund's transfer agent]
prior to receiving his or her pro rata liquidating
distribution(s). In the event that a Shareholder cannot
surrender a share certificate because it has been lost,
apparently destroyed or wrongfully taken, the Shareholder
must contact [the Fund's transfer agent at (xxx) xxx-xxxx]
to make alternative arrangements. Upon evidence
satisfactory to the Board of Directors of the Fund that a
certificate of stock has been lost, apparently destroyed or
wrongfully taken, and upon receiving indemnity satisfactory
to the Board of Directors against loss to the Fund, the
Board of Directors may authorize the issue of a new
certificate in place thereof.
7. AMENDMENT OR TERMINATION. This Plan and the transactions
contemplated hereby may be terminated and abandoned by
resolution of the Board of Directors of the Fund, at any
time prior to the Liquidation Date, if circumstances should
develop that, in the opinion of the Board, in its sole
discretion, make proceeding with this Plan inadvisable for
the Fund. The Board of Directors may modify or amend this
Plan at any time without Shareholder approval if it
determines that such action would be advisable and in the
best interests of the Fund and the Shareholders. However,
if the Board determines that any such amendment or
modification will materially and adversely affect the
interests of the Shareholders, such an amendment or
modification will not be adopted unless approved by the
Shareholders.
8. FILINGS. As soon as practicable after the final
distribution of the Fund's assets to shareholders, the Fund
shall file Articles of Dissolution, Form N-8F under the 1940
Act and any other documents, as are necessary to effect the
dissolution and/or de-registration of the Fund in accordance
with the requirements of the Articles of Organization of the
Fund, the Massachusetts Business Corporation Law, the
Internal Revenue Code of 1986, as amended, any applicable
securities laws, and any rules and regulations of the
Securities and Exchange Commission or any state securities
commission, including, without limitation, withdrawing any
qualification to conduct business in any state in which the
Fund is so qualified, as well as the preparation and filing
of any tax returns.
9. POWERS OF BOARD AND OFFICERS. The Board of Directors and,
subject to the direction of the Board of Directors, the
officers of the Fund, shall have authority to do or
authorize any or all acts and things as provided for in the
Plan and any and all such further acts and things as they
may consider necessary or desirable to carry out the
purposes of the Plan, including, without limitation, the
execution and filing of all certificates, documents,
information returns, tax returns, forms and other papers
which may be necessary to or appropriate to implement the
Plan or which may be required by the provisions of the 1940
Act or any other applicable laws. The death, resignation or
other disability of any director or any officer of the Fund
shall not impair the authority of the surviving or remaining
directors or officers to exercise any of the powers provided
for in the Plan.
10. AMENDMENT OF PLAN. The Board shall have the authority to
authorize such variations from or amendments of the
provisions of the Plan (other than the terms of the
Liquidation Distribution) as may be necessary or appropriate
to effect the dissolution, complete liquidation, de-
registration and termination of the existence of the Fund,
and the distribution of assets to Shareholders in accordance
with the purposes to be accomplished by the Plan.
11. EXPENSES. The expenses of carrying out the terms of this
Plan shall be borne by the Fund, whether or not the
liquidation contemplated by the Plan is effected.
12. FURTHER ASSURANCES. The Fund shall take such further
action, prior to, at, and after the Liquidation Date, as may
be necessary or desirable and proper to consummate the
transactions contemplated by this Plan.
13. GOVERNING LAW. This Plan shall be governed and construed in
accordance with the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the Board of Directors of the Fund has caused
this Plan to be executed by their duly authorized representatives
as of this _____ day of __________, 1996.
CONCORD FUND, INC.
By: _________________
Gerald I. White
President
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<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 723,795
<INVESTMENTS-AT-VALUE> 800,820
<RECEIVABLES> 1,240
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<SHARES-REINVESTED> 0
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<ACCUMULATED-NII-PRIOR> 0
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