March 6, 1996
Securities & Exchange Commission
ATTN: Filing Desk
450 Fifth Street, NW
Washington, DC 20549
Re: Bascom Hill Investors, Inc.
Registration No. 2-61528
Dear Sir,
Enclosed is the proxy material for our Annual Meeting
scheduled for Wednesday, May 1, 1996. Funds in the amount of
$125.00 have been forwarded via FEDWIRE. There have been no
material changes in the proxy information for 1996.
The filing is made pursuant to Regulation Section 14a-6 of
the Securities Act. The final version will be mailed to
shareholders on approximately April 2, 1996.
Sincerely,
Katherine L. Frank
Vice President
KLF:bf
BASCOM HILL INVESTORS, INC.
6411 MINERAL POINT RD.
MADISON, WI 53705
(608) 273-2020
(800) 767-0300
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
BASCOM HILL INVESTORS, INC.
NOTICE IS HEREBY GIVEN That the Annual Meeting of
Shareholders of BASCOM HILL INVESTORS, INC. (the "Fund") will
be held at the Radisson Inn, 517 Grand Canyon Drive, Madison,
Wisconsin, on Wednesday, May 1, 1996 at 4:00 p.m. for the
following purposes:
1. To elect four (4) Directors to serve until the next
Annual Meeting of Shareholders, or until their
successors are duly elected and qualified; and
2. To approve or disapprove the continuation of the
Investment Advisory Agreement between the Fund and
Madison Investment Advisors, Inc.; and
3. To ratify or reject the selection of Williams, Young &
Associates as auditors of the Fund for the fiscal year
ending December 31, 1996; and
4. To transact any other business as may properly come
before the meeting or any adjournments thereof.
IMPORTANT
Your vote is important and all Shareholders are asked to
be present in person or by proxy. If you are unable to attend
the meeting in person, we urge you to complete, sign, date and
return the enclosed proxy as soon as possible using the
enclosed stamped envelope. Sending the proxy will not prevent
you from personally voting your shares at the Meeting since you
may revoke your proxy by advising the Secretary of the Fund in
writing (by subsequent proxy or otherwise) of such revocation
at anytime before it is voted.
By Order of the Board of Directors,
Katherine L. Frank
Vice President/Secretary
Madison, Wisconsin
April 2, 1996
BASCOM HILL INVESTORS, INC.
6411 MINERAL POINT RD.
MADISON, WI 53705
PROXY STATEMENT
The enclosed proxy is being solicited by and on behalf of
the Board of Directors of Bascom Hill Investors, Inc. (the
"Fund") for use at the Annual Meeting of Shareholders to be held
at the Radisson Inn, 517 Grand Canyon Drive, Madison, Wisconsin
on Wednesday, the 1st of May, 1996 at 4:00 p.m. and at any and
all adjournments of such meetings.
PROXY SOLICITATION
Proxies will be solicited by mail. In addition to
solicitation by mail, certain officers and employees of the Fund
may solicit by telephone, telegraph and personally; however, such
additional solicitation, if any, will be limited in scope. The
cost of the solicitation including preparing, as sembling and
mailing the Proxy Statement will be borne by the Fund. The Notice
of Annual Meeting, this Proxy and the accompanying form Proxy
were first mailed to shareholders of the Fund on or about April
2, 1996.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The only securities of the Fund entitled to vote are full
shares of Common Stock ($1.00 par value). At the close of
business on February 28, 1996, the record date for the Annual
Meeting, there were issued, outstanding and paid 644,102.939
shares of Common Stock of the Fund, each of which is entitled to
one vote on all matters submitted to shareholders. Only
shareholders of record at the close of business on the record
date are entitled to notice of and to vote at the Annual Meeting
or at any adjournment or adjournments thereof. Abstentions and
broker non-votes will be included to establish a quorum. However,
they will not represent an affirmative vote. Voting results will
be reported in the Fund's semi-annual report.
As of February 28, 1996, the Directors and Officers of the
Fund, in aggregate, owned beneficially either directly or
indirectly 6.8% of the Fund shares then outstanding.
VOTING
Shares cannot be voted at the meeting unless the owner of
record at the close of business on the record date for the Annual
Meeting is present to vote either in person or is represented by
a duly executed proxy. Any shareholder giving a proxy has the
power to revoke it by advising the Secretary of the Fund of such
revocation in writing (by subsequent proxy or otherwise) at any
time before it is voted or by voting their shares at the meeting.
Unless a proxy is revoked, mutilated or received by the
Management of the Fund in such a form as to render it not
votable, all shares represented by valid proxies received by the
Management of the Fund prior to the time they are voted will be
voted in accordance with the directions thereon. Proxies
containing no specific direction will be voted as follows:
1. For the selection of the nominees named in the Proxy
Statement as Directors; and
2. For the approval of the Investment Advisory Agreement
between the Fund and Madison Investment Advisors, Inc.;
and
3. For the ratification of the selection of Williams,
Young & Associates as auditors of the Fund.
REMUNERATION OF DIRECTORS & OFFICERS
During the fiscal year ended December 31, 1995, the Fund
paid the following remuneration to the following group for
services rendered:
Securities
or Property Total
Pension or Estimated Compensation
Retirement Annual From Fund
Name of Aggregate Benefits Accrued Benefits and
Person, Compensation As Part of Fund Upon Fund Complex
Position From Fund Expenses Retirement Paid to Directors
*Frank E. Burgess None None None None
Director, President
James R. Imhoff, Jr. $1000 None None $3,000
Director
Edmund B. Johnson $1000 None None $3,000
Director
Lorence D. Wheeler $1000 None None $3,000
Director
*All "interested" directors and officers of the Fund are
compensated by the Advisor as specified by the investment
advisory agreement. See "Approval or Disapproval of Investment
Advisory Agreement", page 3, with regard to compensation paid to
the Fund's Advisor.
PURPOSE OF THE MEETING
(1) Election of Directors
--------------------------
Action is to be taken with respect to the election of the
entire Board of Directors to serve until the next Annual Meeting
of Shareholders or until their successors are duly elected and
qualified.
The table identifies the nominees for election as Directors
of the Fund. All nominees are members of the present Board,
having been elected at the last annual meeting. All the nominees
attended each of the four meetings of the Board of Directors held
during the Fiscal year ended December 31, 1995. The Board has no
audit, nominating or similar committees.
Each nominee has consented to be named in this Proxy
Statement and to serve, if elected. As of the date of the Proxy
Statement, Management has no reason to believe that any of the
named nominees will be unable to serve. The Management of the
Fund intends to nominate the persons named in the following
table, which sets forth the name, principal occupation, address,
the current position held with the Fund, and the approximate
number of shares of common stock of the Fund beneficially owned,
directly or indirectly, by each nominee as of the close of
business on February 28, 1996.
Directors of the Fund
---------------------
Shares of
Common Stock
Beneficially
Name, Principal Occupation Position with Owned Directly
and Address (1) the Fund Age or Indirectly
-------------------------- ------------- --- -------------
*Frank E. Burgess Director 53 33,996 (2)
President and Director
of Madison Investment
Advisors, Inc., the Fund's
Investment Advisor, 6411 Mineral
Point Rd., Madison, WI 53705
James R. Imhoff, Jr. Director 51 1,223
President and Director
First Realty Group, Inc.
429 Gammon Place
Madison, WI 53719
Director of Park Bank of Madison
Edmund B. Johnson Director 74 6,517
Vice President and Director
of Medix of Wisconsin, Inc.
Medix is a medical supply company.
3302 Valley Creek Circle
Middleton, WI 53562
Lorence D. Wheeler Director 58 764
President of Credit Union
Benefits Services, Inc.
Box 431, Madison, WI 53701-0431.
* Mr. Burgess is the only nominee who is an "interested person"
in the Fund's Advisor, Madison Investment Advisors, Inc. He is
the Advisor's President, a Director, and its majority
shareholder.
1) Messrs. Burgess, Wheeler, and Johnson have served as
Directors of the Fund since its inception. Mr. Imhoff was
selected as a Director on February 16, 1979.
2) Madison Investment Advisors, Inc. which is controlled by Mr.
Burgess, owns 2,538 shares.
Executive officers of the Fund are elected annually by the
Board of Directors.
The Management of the Fund recommends you vote FOR the
Directors nominated in the above table.
Officers of the Fund
--------------------
Name and Business History Office Age First Elected
------------------------- ------ ----- -------------
Frank E. Burgess President 53 1978
President and Director
of Madison Investment
Advisors, Inc., the Fund's
Investment Advisor, 6411 Mineral
Point Rd., Madison, WI 53705
Chris Berberet Treasurer 36 1994
Vice President, Madison
Investment Advisors, Inc.
Prior to joining Advisor,
he was associated with ELCA
Board of Pensions in
Minneapolis, MN.
Katherine L. Frank Vice President, 35 1988
Vice President, Madison In- Secretary
vestment Advisors, Inc.,
Previously with Wayne Hummer
& Co., Chicago, IL.
Jay R. Sekelsky Vice President 36 1991
Vice President, Madison
Investment Advisors, Inc. the
Advisor to the Fund, since 1990.
Previously with Wellington
Management of Boston.
Jacqueline A. Stoppleworth Assistant Secretary 32 1994
Controller, Madison Investment
Advisors, Inc. With Madison
Investment Advisors, Inc. since
1988.
(2) Approval or Disapproval of the Continuation of the
-----------------------------------------------------------------
Investment Advisory Agreement
-----------------------------
Action is to be taken with respect to the approval of the
Investment Advisory Agreement ("Agreement") between the Fund and
its Advisor, Madison Investment Advisors, Inc. (the "Advisor")
until the next Annual Meeting of Shareholders in April or May
1997.
Under the Agreement, originally dated June 28, 1978, and
amended on January 31, 1990, (the "Agreement") Madison Investment
Advisors, Inc. furnishes the Fund with continuous investment
service and management. The Agreement as amended was approved at
the last shareholder meeting on April 20, 1995. The Board of the
Fund, including the Directors who are not "interested persons" of
the Advisor, formally extended the Agreement as amended at a
Director's meeting called for that purpose.
Under the terms of the contract the Advisor is paid a
quarterly fee based on the net asset value of the Fund which is
accrued daily and paid at the end of each quarter, as determined
by the appraisals made as of the close of each business day. On
an annualized basis, the fee is eight-tenths of one percent
(.008) of the first $50,000,000 of average daily net assets of
the Fund, reduced to seven-and-one-half-tenths of one percent
(.0075) of Fund assets in excess of $50,000,000. This fee is
higher than that paid by most other investment companies. During
the fiscal year ended December 31, 1995, the Advisor received
$91,637 in fees from the Fund.
The Advisor, at its own expense and without reimbursement
from the Fund furnishes office space, office facilities,
executive officers and overhead expenses for managing the assets
of the Fund, other than expenses incurred in complying with laws
regulating the issue or sale of securities and fees paid for
attendance at Board meetings to Directors who are not "interested
persons" of the Advisor or officers or employees of the Fund.
The Fund bears all other expenses of its operations, subject to
certain expense limitations.
The Advisor has undertaken to reimburse the Fund to the
extent that expenses, including the investment advisory fee but
excluding interest, taxes and brokerage commissions, exceed 2% of
the first $10,000,000 of average net assets, 1.5% of the next
$20,000,000 of average net assets, and 1% of average net assets
in excess of $30,000,000 of the Fund for each year. The Fund is
also subject to certain state expense limitations. The most
restrictive being the state of California. Expenses can not
exceed 2% of the first $10 million of average net assets; 1 1/2%
of the next $20 million; and 1% of the remaining average net
assets. The Advisor will offset on a quarterly basis against its
quarterly fee any such expenses in excess of the expense
limitations. The Advisor was not required to reimburse the Fund
in 1995 as the Fund's expenses were within the 2% limitation.
The Agreement is not assignable and may be terminated by the
Fund (by action of its Board of Directors or by vote of a
majority of its outstanding voting securities) or by the Advisor,
without penalty, on sixty (60) days written notice. Otherwise,
this Agreement continues in effect so long as it is approved
annually by the Directors of the Fund who are not "interested
persons" of the Advisor, cast in person at a meeting called for
the purpose of voting on such approval, and by either the Board
of Directors or by a majority of the outstanding shares of the
Fund.
Frank E. Burgess, who is President and Director of the Fund,
is President, Treasurer and a Director of the Advisor. Mr.
Burgess is the majority shareholder of the Advisor. Jay R.
Sekelsky, who is Vice President of the Fund, is also Vice
President of the Advisor. Katherine L. Frank, who is Vice
President and Secretary of the Fund, is also Vice President of
the Advisor. Chris Berberet who is Treasurer of the Fund, is
also Vice President of the Advisor. Jacqueline Stoppleworth who
is Assistant Secretary of the Fund, is also Controller of the
Advisor. All of the above may be contacted at 6411 Mineral Point
Road, Madison, Wisconsin 53705. The Advisor also manages Bascom
Hill BALANCED Fund, Inc. with total net assets of $10.9 million
and Madison Bond Fund, Inc. with total net assets of $5.8 million
as of December 31, 1995.
The affirmative vote of the lesser of a majority of the Fund
shares entitled to vote or over 67% of the voting securities
present at the Meeting if more than 50% of the outstanding voting
securities are present is required for approval of the extension
of the Agreement.
The Management of the Fund recommends you vote FOR the
approval of the extension of the Agreement.
(3) Ratification or Rejection of Selection of Auditors
-------------------------------------------------------
The Board of Directors, including the Directors of the Fund
who are not "interested persons" as defined by the Investment
Company Act of 1940, has selected Williams, Young & Associates,
P.O. Box 8700, Madison, Wisconsin, 53708, independent certified
public accountants, to act as auditors of the Fund for the fiscal
year ending December 31, 1996 Williams, Young & Associates has
examined the accounts of the Fund since its organization.
A representative of Williams, Young & Associates is
expected to be present at the Annual Meeting to answer any
appropriate questions and to make a statement if he or she so
desires.
The Management of the Fund recommends that you vote FOR the
selection of Williams, Young & Associates as auditors of the Fund
for the fiscal year ending December 31, 1996.
(4) Other Matters
-------------------
The Management of the Fund knows of no other matter that may
come before the Annual Meeting. If any other matters properly
come before the Meeting, it is the intention of the persons
acting pursuant to the enclosed Proxy form to vote the shares
represented by said proxies in accordance with their best
judgment with respect to such matters.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the Annual
Meeting of Shareholders held in 1997, must be received at the
executive offices of the Fund on or before February 1, 1997.
ANNUAL REPORT
A copy of the Annual Report containing audited financial
statements for the period ended December 31, 1995 was previously
mailed to shareholders.
By Order of the Board of Directors,
Katherine L. Frank
Vice President/Secretary
