(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.1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [X]
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 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:
<PAGE>
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 APRIL 30, 1998
Notice is hereby given that a special meeting of the shareholders
of Concord Fund, Inc. (the "Fund"), a Massachusetts corporation, will be held on
April 30, 1998, 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 March
9, 1998 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
Assistant Clerk
<PAGE>
The date of this Notice is April 1, 1998.
CONCORD FUND, INC.
c/o Shapiro, Weiss & Company
60 State Street, 38th Floor
Boston, MA 02109
(617) 371-2500
April 1, 1998
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 preceding Notice of Special Meeting of
Shareholders is to inform you of a meeting called to obtain shareholder approval
of the Fund's liquidation and dissolution pursuant to the Plan. The following
Proxy Statement describes this matter in more detail.
The Fund currently has approximately $640,000 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 of Shapiro, Weiss & Company at (617) 371-2500.
Thank you for your understanding and your help.
Sincerely,
Gerald I. White, President
<PAGE>
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 APRIL 30, 1998
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 April 30, 1998
at 11:00 am, 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 April 1, 1998.
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 A (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 March 9, 1998
(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 February 27, 1998, there were
30,195 Shares outstanding and the Fund's net assets were approximately $640,000.
As of that date, the following persons owned beneficially more than 5% of the
Fund:
Number Percentage
of Shares of Fund
Name Owned Outstanding
Richard O. Berner*, 7,394 24.5%
Thomas R. Berner
& Winifred B. Parker TR UW
The Berner Family Trust
c/o Berner & Berner, P.C.
515 Madison Avenue
New York, NY 10022
*Richard O. Berner is a director of the Fund and, as Trustee of the
above-named Trust, may be deemed to be a beneficial owner, as that term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of
the Shares held by the 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.
THIS PROXY STATEMENT IS ACCOMPANIED BY THE FUND'S ANNUAL REPORT TO
STOCKHOLDERS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997.
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 30, 1998, 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 30, 1998 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 May 30,
1998. Each Shareholder will be required to surrender his or her share
certificate(s) to the Fund's transfer agent, by mail: by mail: ChaseMellon
Shareholder Services, L.L.C., Post Office Box 3300, South Hackensack, NJ 07606,
Attn: Reorganization Department. By overnight delivery: ChaseMellon Shareholder
Services, L.L.C., 85 Challenger Road - Mail Drop - Reorg, Ridgefield Park, NJ
07660, Attn: Reorganization Department (Toll-Free Number: 1-800-777-3674) 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 will be asked to
contact the Reorganization Department of ChaseMellon toll-free at 1-800-777-3674
or Kirk Alexander 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 ChaseMellon Shareholder
Services, L.L.C., 450 West 33rd Street, 15th Floor, 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.
April 1, 1998
BY ORDER OF
THE BOARD OF DIRECTORS
OF CONCORD FUND, INC.
Gerald I. White, Assistant Clerk
<PAGE>
EXHIBIT A
Concord Fund, Inc.
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 May 17, 1998 (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) by mail: ChaseMellon Shareholder Services, L.L.C., Post Office
Box 3300, South Hackensack, NJ 07606, Attn: Reorganization Department. By
overnight delivery: ChaseMellon Shareholder Services, L.L.C., 85 Challenger Road
- - Mail Drop - Reorg, Ridgefield Park, NJ 07660, Attn: Reorganization Department
(Toll-free number: 1-800-777-3674) 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 Reorganization Department toll-free at
1-800-777-3674 or Kirk Alexander at (212) 273-8054 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 __________, 199__.
CONCORD FUND, INC.
By:_________________________
Gerald I. White
President
<PAGE>
CONCORD FUND, INC.
SPECIAL MEETING OF SHAREHOLDERS -- April 30, 1998
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.
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 A.
FOR AGAINST ABSTAIN
n n n
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.
CONCORD FUND, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE FUND'S BOARD OF DIRECTORS. 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.
Dated:_______________________, 1998
x________________________________
x________________________________
x________________________________
Signature(s) of Stockholder(s)
