<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Bergstrom Capital Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
BERGSTROM CAPITAL CORPORATION
221 First Avenue West, Suite 320
Seattle, Washington 98119-4224
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 6, 2000
To the Stockholders of
BERGSTROM CAPITAL CORPORATION
NOTICE IS HEREBY GIVEN that by order of the Board of Directors, the Annual
Meeting of Stockholders of Bergstrom Capital Corporation, a Delaware corporation
(the "Company"), will be held in the Kirkland Cutter Room, The Rainier Club, 820
Fourth Avenue, Seattle, Washington, on November 6, 2000, at 11:00 a.m., Seattle
time, for the following purposes, all as more fully described in the
accompanying Proxy Statement:
1. To elect two directors to hold office until the Annual Meeting of
Stockholders in 2003 and until their respective successors shall be elected
and shall qualify;
2. To ratify or reject the selection by the Company's Board of
Directors of Deloitte & Touche LLP as the independent accountants of the
Company for the year ending December 31, 2000; and
3. To transact any other business which may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 15,
2000, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof, and only
stockholders of record at the close of business on such date are entitled to so
vote. The stock transfer books of the Company will not be closed. A complete
alphabetical listing of stockholders entitled to vote at the meeting or any
adjournment thereof, including their addresses and number of shares registered
in the name of each such stockholder, will be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours for the ten days prior to the meeting, at the office of the Company in
Seattle, Washington, specified above, and will be available for inspection by
any stockholder at the time of the meeting, at the place thereof.
The Board of Directors of the Company, including all of the directors who
are not "interested persons" within the meaning of the Investment Company Act of
1940, as amended, recommends that stockholders elect the nominees for director
and ratify the selection of auditors by voting FOR the nominees listed under
Proposal 1 and FOR Proposal 2 in the enclosed Proxy.
Please execute and return the enclosed Proxy promptly in the enclosed
envelope, whether or not you intend to be present at the meeting. You are urged
to attend and vote in person. If you are not able to attend, it is important
that your shares be represented by Proxy. You may revoke your Proxy at any time
before it is voted.
By Order of the Board of Directors
Pamela A. Fiorini
Secretary
Seattle, Washington
September 21, 2000
<PAGE>
BERGSTROM CAPITAL CORPORATION
221 First Avenue West, Suite 320
Seattle, Washington 98119-4224
_____________
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Bergstrom Capital Corporation, a Delaware corporation
(the "Company"), of Proxies to be used at the Annual Meeting of Stockholders of
the Company, to be held on November 6, 2000, and any adjournment thereof, for
action upon the matters set forth in the foregoing Notice of Annual Meeting of
Stockholders.
All shares represented by each properly signed Proxy received prior to the
meeting will be voted at the meeting. If a stockholder specifies how the Proxy
is to be voted on any of the business to come before the meeting, it will be
voted in accordance with such specification. If no specification is made, the
Proxy will be voted FOR the election of the directors nominated by the Board of
Directors (Proposal 1) and FOR Proposal 2. The Proxy may be revoked by a
stockholder, at any time prior to its use, by written notice to the Company, by
submission of a subsequent Proxy or by voting in person at the meeting.
If a vote is taken on adjournment of the meeting, or any other procedural
matters, Proxies will be voted at the discretion of the persons voting the
Proxies so as to facilitate the election of the directors nominated by the Board
of Directors (Proposal 1) and the adoption of Proposal 2. Accordingly, absent
contrary instructions on the Proxy card, Proxies withholding votes on Proposal 1
or abstaining on or opposing Proposal 2 may be voted on procedural matters, such
as adjournment, to facilitate an opposite result.
The representation in person or by proxy of at least one-third of the
shares of Capital Stock entitled to vote is necessary to constitute a quorum for
transacting business at the meeting. For purposes of determining the presence
of a quorum, abstentions, withheld votes and broker "non-votes" will be counted
as present. Broker "non-votes" occur when the Company receives a Proxy from a
broker or nominee who does not have discretionary power to vote on a particular
matter and has not received instructions from the beneficial owner or other
person entitled to vote the shares represented by the Proxy. The directors
nominated in Proposal 1 will be elected by a plurality of the shares voting and
entitled to vote thereon at the meeting, and Proposal 2 requires the approval of
a majority of the shares voting and entitled to vote thereon at the meeting.
Withheld votes and broker non-votes will not be counted in favor of or against,
but will have no other effect on, the vote for both Proposals. An abstention
will have the effect of a vote against Proposal 2.
The cost of solicitation, including postage, printing and handling, and the
expenses incurred by brokerage houses, custodians, nominees and fiduciaries in
forwarding proxy material to beneficial owners, will be borne by the Company.
The solicitation is to be made primarily by mail, but may be supplemented by
telephone calls, telegrams and personal interviews. This Proxy Statement and
the enclosed form of Proxy were first mailed to stockholders on or about
September 21, 2000.
At the close of business on September 15, 2000, the record date for the
determination of stockholders entitled to vote at the meeting, there were
outstanding 1,000,000 shares of Capital Stock. Each share is entitled to one
vote.
-1-
<PAGE>
The following table sets forth information as of June 30, 2000 with
respect to all persons known by the Company to be the beneficial owners of more
than 5% of the Company's Capital Stock and with respect to the beneficial
ownership of the Company's Capital Stock by all directors and the executive
officer of the Company as a group:
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name and Address Beneficial Ownership/(1)/ of Class
---------------- -------------------------- --------
<S> <C> <C>
Erik E. Bergstrom 224,000/(2)/ 22.40%
P.O. Box 126
Palo Alto, CA 94302
Directors and executive 231,750/(3)/ 23.2%
officer as a group
(5 persons)
</TABLE>
_________________________________
/(1)/ Sole voting and investment power unless otherwise indicated in the notes
below.
/(2)/ Includes 66,000 shares owned by Federal United Corporation, a corporation
controlled by Mr. Bergstrom. Does not include 24,000 shares beneficially
owned by Mr. Bergstrom's wife, 20,000 shares owned by Erik E. and Edith H.
Bergstrom Foundation, Inc., and 14,305 shares owned by Sharon's Trust, of
which Mr. Bergstrom is one of three trustees, as to all of which Mr.
Bergstrom disclaims any beneficial interest.
/(3)/ Includes the shares shown in the table above as beneficially owned by Mr.
Bergstrom. See "ELECTION OF DIRECTORS" for information regarding shares
owned by the other directors and the executive officer.
So far as is known to management of the Company, on June 30, 2000 no
other person owned beneficially more than 5% of the Capital Stock of the
Company, although on such date Cede & Co., a nominee of Depository Trust Company
("DTC"), owned of record 702,395 shares of Capital Stock of the Company,
including a portion of the shares beneficially owned by Mr. Bergstrom, or
approximately 70.2% of the number of shares outstanding as of such date. DTC is
a depository of securities for brokers, dealers and other institutional
investors. Securities are so deposited for the purpose of permitting book entry
transfers of securities among such investors. Except as otherwise indicated
above, the Company does not know the names of beneficial owners of Capital Stock
which is on deposit with DTC.
The Company will furnish, without charge, a copy of its 1999 Annual
Report and 2000 Semi-Annual Report to any stockholder upon request by telephone
at 1-800-426-5523 or in writing directed to: State Street Bank and Trust
Company, P.O. Box 8200, Boston, Massachusetts, 02266-8200.
State Street Bank and Trust Company is the custodian, accounting
agent, transfer agent and dividend paying agent for the Company. William L.
McQueen & Associates, whose address is the same as that of the Company, provides
certain administrative services to the Company, as described herein under
"ELECTION OF DIRECTORS--Officers of the Company."
Each proposal to be voted upon has been independently considered by
the Board of Directors. The Board of Directors is recommending that stockholders
vote FOR the election of the directors nominated by the Board of Directors
(Proposal 1) and FOR Proposal 2.
-2-
<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
Explanation and History of Company's Classified Board of Directors
At the 1979 Annual Meeting of Stockholders of the Company, approximately
84% of the shares voted on the proposal were cast in favor of a proposal to
amend the Certificate of Incorporation to classify directors into three classes,
each of approximately the same size, with one class of directors to be elected
annually. In addition, the stockholders then approved amendments to the
Certificate of Incorporation to require the affirmative vote of at least two-
thirds of the number of shares of voting stock outstanding to approve any
proposal to dissolve, merge or consolidate the Company, to sell its assets or to
effect any amendment to the Certificate of Incorporation to make the stock a
redeemable security (or to amend any of the foregoing provisions). The impetus
for these proposals was the Board of Directors' awareness that there were
efforts being made to effect structural changes in other closed-end investment
companies, such as dissolution or merger, or causing the companies to become
open-ended and thus stand ready to redeem their outstanding shares. The Board
of Directors is not aware of any such efforts currently being made with respect
to the Company.
The Board of Directors believed in 1979 and continues to believe that the
primary purpose of such structural changes is to generate a one-time profit
through the elimination of the discount between the market price and the net
asset value of closed-end investment companies. The Board of Directors also
believed that the present closed-end structure which was adopted by the Company
when it was founded in 1968 was a more appropriate vehicle for long-term capital
growth, since there is no need to consider the possible impact of purchases and
redemptions upon investment strategy, which, in the Board's view, would be a
consideration if the Company were open-ended. Further, in the event the Company
were an open-end mutual fund, and its share redemptions exceeded sales of new
shares, the amount of its assets would decline, as would the advisory fee paid
to the Company's investment adviser, unless an increase in this fee were
approved by the Board of Directors and stockholders.
One of the purposes of the 1979 amendments was to discourage attempts to
take over control of the Company in a transaction not approved by the Company's
Board of Directors by making it more difficult for anyone to obtain control in a
short time and thereby impose his will on the remaining stockholders. With
respect to the classified Board of Directors which was approved at the 1979
Annual Meeting, the Board then believed and continues to believe that a
staggered election of directors moderates the pace of any attempted change in
management by extending the time required to elect the majority of the directors
from one to two years. Further, under Delaware law, directors who are members
of a board which is classified (as is the case of the Company's Board) may not
be removed from office except for cause unless the Certificate of Incorporation
provides otherwise, which the Company's does not.
Nominees for Election and Directors
Pursuant to the classified system for electing directors described above,
at the Annual Meeting of Stockholders held in 1997, the stockholders elected
this year's nominees for the Board of Directors, Erik E. Bergstrom and George C.
Scott, to serve for a term of three years. Mr. Bergstrom and Mr. Scott have
each been nominated to hold office as a director of the Company for an
additional three-year term which will expire at the time of the Annual Meeting
of Stockholders of the Company to be held in 2003. If authority is granted to
vote in the election to fill the director positions open in 2000, the enclosed
Proxy will be voted for Mr. Bergstrom and Mr. Scott, each of whom has consented
to continue to serve as a director of the Company.
In the unanticipated event that any or all nominees cannot for some reason
be a candidate, then the Proxy holders may vote in favor of such substitute
nominee(s) as the Board of
-3-
<PAGE>
Directors shall designate or the Board of Directors may reduce the number of
directors to be elected. The Company knows of no current circumstances which
would render any nominee unable to accept nomination or election.
The following table sets forth a list of the individuals nominated for
election as a director and the Company's directors whose terms will continue
following the Annual Meeting, together with their ages, the number of shares of
Capital Stock of the Company beneficially owned by each such director as of June
30, 2000, and other information.
<TABLE>
<CAPTION>
Capital Stock
of the
Company
Beneficially
Position, if any, with the Company Present Owned at
and the Adviser, Principal Occupation Director Term June 30, Percent of
Name and Age and Business Experience Since Expires 2000/(1)/ Class
------------------ ------------------------------------- -------- ------- --------- ----------
<S> <C> <C> <C> <C> <C>
Erik E. Bergstrom* Chairman of the Board of Directors (but October 2000 224,000/(2)/ 22.40%
(62) not an officer) of the Company; private 1976
investor; officer of Federal United
Corporation (a personal holding
company); President and director of
Erik E. and Edith H. Bergstrom
Foundation, Inc. (a private foundation
which makes grants to charitable
organizations), all for more than five
years; and President and director of
Bergstrom Advisers, Inc. from June 1976
to November 1998./(3)/
George Cole Scott* Account Executive and Investment October 2000 300/(4)/ 0.03%
(63) Advisor Representative for Anderson & 1976
Strudwick, Inc. (a securities
broker-dealer) for more than five
years; President and Portfolio Manager
of Closed-End Fund Advisors, Inc. (an
investment adviser) since October 1996;
and President and sole owner of Cole
Publishing, Inc. (an investment
consulting firm) from February 1988 to
April 1996.
William H. Sperber Retired; Chairman, President, Chief November 2001 500 0.05%
(67) Executive Officer and co-founder of The 1997
Trust Company of Washington from July
1992 to December 1999; Director and
President of Manzanita Capital, Inc. (a
holding company for a trust company and
a securities broker- dealer and
investment adviser) from January 1999
to December 1999.
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Capital Stock
of the
Company
Beneficially
Position, if any, with the Company Present Owned at
and the Adviser, Principal Occupation Director Term June 30, Percent of
Name and Age and Business Experience Since Expires 2000/(1)/ Class
------------------ ------------------------------------- -------- ------- --------- ----------
<S> <C> <C> <C> <C> <C>
William L. McQueen* President of the Company since November November 2002 110/(5)/ 0.01%
(69) 1980; Treasurer of the Company from 1980
October 1986 to June 1987 and since
January 1988; Secretary of the Company
from October 1976 to November 1980; in
practice as a certified public
accountant and sole proprietor of
William L. McQueen & Associates for
more than five years.
Norman R. Nielsen Director of AtomicTangerine (a venture October 2002 6,840/(6)/ 0.67%
(59) consulting affiliate of SRI 1976
International) and its predecessors for
more than five years.
</TABLE>
_____________________________
(*) An "interested person" of the Company, as that term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). Mr.
Bergstrom is an interested person by virtue of the magnitude of his stock
ownership in the Company; Mr. McQueen is an interested person by virtue
of his status as President and Treasurer of the Company; and Mr. Scott is
an interested person by virtue of his affiliation with a securities
broker and dealer.
/(1)/ Sole voting and investment power unless otherwise indicated in the notes
below.
/(2)/ Includes 66,000 shares owned by Federal United Corporation, a corporation
which Mr. Bergstrom controls. Does not include 24,000 shares owned by Mr.
Bergstrom's wife, 20,000 shares owned by Erik E. and Edith H. Bergstrom
Foundation, Inc., and 14,305 shares owned by Sharon's Trust, of which Mr.
Bergstrom is one of three trustees, as to all of which he disclaims any
beneficial interest.
/(3)/ Mr. Bergstrom has licensed to the Company, on a perpetual, royalty-free,
non-exclusive basis, the word Bergstrom for use in the Company's name in
connection with its business as an investment company. Mr. Bergstrom may
use or license the word Bergstrom in connection with other investment
companies and other business enterprises.
/(4)/ Does not include 1,500 shares owned by Mr. Scott's wife, 950 shares held
by Mr. Scott's son, 400 shares held by Mr. Scott's daughter, 2,800 shares
owned by Mr. Scott's mother, 1,062 shares owned by Mr. Scott's sister,
and 400 shares owned by Mr. Scott's brother, as to all of which Mr. Scott
disclaims any beneficial interest.
/(5)/ These shares are held in an individual retirement account for the benefit
of Mr. McQueen.
/(6)/ Includes 6,400 shares owned by the Nielsen Family Trust, of which Mr.
Nielsen is a trustee, and 440 shares owned by the Lenore Nielsen Trust,
of which Mr. Nielsen is also a trustee. Does not include 1,550 shares
owned by Mr. Nielsen's daughter, as to which he disclaims any beneficial
interest.
-5-
<PAGE>
Meetings of Directors and Committees Thereof
During 1999, the Board of Directors held four meetings and the Audit
Committee, the members of which are currently Messrs. Nielsen and Sperber, held
three meetings. All directors attended all of these meetings, except for Mr.
Sperber, who missed one Board of Directors meeting and one Audit Committee
meeting. The purposes of the Audit Committee are to oversee the Company's
accounting and financial reporting policies and internal controls, to oversee
the quality and objectivity of the Company's financial statements and to act as
a liaison between the Company's independent accountants and the Board of
Directors. Among other duties, the Audit Committee recommends to the Board of
Directors the selection of the Company's independent accountants, reviews with
the independent accountants the Company's annual audited financial statements,
and considers any comments which the independent accountants may have regarding
the Company's financial policies and procedures and internal accounting
controls. The Board of Directors has no Nominating Committee. The Board of
Directors reviews the qualifications of and recommends a director or slate of
directors for election by the stockholders at each Annual Meeting of
Stockholders and appoints candidates to fill vacancies on the Board, subject to
their qualifying under the 1940 Act. The Board of Directors will consider
nominees for director recommended by stockholders. Such recommendations should
include qualifications and biographical information and should be submitted to
the Secretary of the Company.
Officers of the Company
The present officers of the Company are William L. McQueen, President and
Treasurer, Pamela A. Fiorini, Secretary, and Suzanne M. Schiffler, Assistant
Secretary. It is contemplated that the Board of Directors will re-elect Mr.
McQueen as President and Treasurer and that Ms. Schiffler will replace Ms.
Fiorini as Secretary at the Board of Directors meeting following the Annual
Meeting. Officers serve at the discretion of the Board of Directors. Neither
Mr. McQueen, Ms. Fiorini nor Ms. Schiffler is an officer, director or employee
of Dresdner RCM Global Investors LLC, the Company's investment adviser. Mr.
McQueen's accounting firm, William L. McQueen & Associates, has been engaged by
the Company to provide fund administration services and related office
facilities to the Company. William L. McQueen & Associates receives no
compensation from the Company for these services. However, Mr. McQueen receives
compensation as a director and officer of the Company, as described under
"Compensation of Directors and Executive Officer" below. From time to time,
William L. McQueen & Associates has provided accounting services to William H.
Sperber, one of the Company's directors. Ms. Schiffler is a certified public
accountant and the daughter of Mr. McQueen.
Section 30(h) Beneficial Ownership Reporting Compliance
Section 30(h) of the 1940 Act requires the Company's officers, directors
and investment advisers, the affiliated persons of such investment advisers, and
the beneficial owners of more than ten percent of the Company's Capital Stock to
file initial reports of ownership and reports of changes in ownership of the
Company's Capital Stock with the Securities and Exchange Commission and the
American Stock Exchange, and to provide copies of such reports to the Company.
Based solely on a review of the copies of such reports received by it and
of written representations by reporting persons that no additional reports are
due, the Company believes that all Section 30(h) filing requirements for 1999
were satisfied.
Compensation of Directors and Executive Officer
The following table sets forth the compensation paid by the Company to
directors and the executive officer of the Company in 1999.
-6-
<PAGE>
COMPENSATION TABLE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Aggregate Pension or Total Director
Compensation Retirement Benefits Estimated Compensation From
Name of Person From Accrued As Part of Annual Benefits Company and Fund
and Position Company Company Expenses Upon Retirement Complex/(1)/
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Erik E. Bergstrom, $17,500/(2)/ $0 $0 $17,500
Chairman of the
Board and Director
William L. McQueen, $93,000/(3)/ $0 $0 $93,000
President, Treasurer
and Director
Norman R. Nielsen, $17,500/(4)/ $0 $0 $17,500
Director
George Cole Scott, $15,000/(5)/ $0 $0 $15,000
Director
William H. Sperber, $17,500/(4)/ $0 $0 $17,500
Director
</TABLE>
____________________
/(1)/ A Fund Complex consists of investment companies that hold themselves out
to investors as related companies for purposes of investment and investor
services, have a common investment adviser or have an investment adviser
that is an affiliated person of the investment adviser of any other
investment companies. Dresdner RCM Global Investors LLC, the adviser of
the Company, as well as certain of its affiliates, act as investment
advisers to investment companies other than the Company. However, none of
the directors or the executive officer of the Company received any
compensation from any such investment companies.
/(2)/ Consisted of a $15,000 director fee and a $2,500 fee for serving as
Chairman of the Board.
/(3)/ Consisted of a $15,000 director fee and a $78,000 salary for serving as
President and Treasurer of the Company.
/(4)/ Consisted of a $15,000 director fee and a $2,500 fee for serving on the
Audit Committee.
/(5)/ Consisted of a $15,000 director fee.
Director fees and Audit Committee fees are payable quarterly in
arrears. Directors receiving director fees are also entitled to reimbursement
for their expenses of attending meetings of the Board of Directors or its
committees.
Each of the Company's directors has agreed to reimburse the Company's
operating expenses in any fiscal year which exceed 1.50% of the first
$50,000,000 of the Company's average net assets and 1.00% of its average net
assets thereafter, up to the amount of such director's director and committee
fees for the year. The Company and its stockholders will bear any excess
expenses beyond the amounts reimbursed. In 1999, operating expenses were .53% of
the Company's average net assets.
Required Vote
The election of the directors requires the affirmative vote of a
plurality of the shares voting and entitled to vote thereon at the meeting, in
person or by proxy. The Board of Directors recommends a vote FOR the election of
the nominees named above.
-7-
<PAGE>
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
(Proposal 2)
At the regular meeting of the Board of Directors of the Company held on
August 14, 2000, the directors of the Company who were not "interested persons"
of the Company selected Deloitte & Touche LLP, through its Boston office, to be
the independent accountants of the Company, to carry out the audit of the
Company's financial statements for the year ending December 31, 2000, and to
perform such other audit and non-audit services as may be requested from time to
time by the Company. Deloitte & Touche LLP has no connection with the Company
except in such capacity, and it has no direct or indirect financial interest in
the Company.
The selection of Deloitte & Touche LLP as the independent accountants of
the Company is subject to ratification or rejection by the stockholders at the
Annual Meeting. A representative of Deloitte & Touche LLP is expected to be
present at the meeting to respond to appropriate questions and will have an
opportunity to make a statement if he or she chooses to do so.
Required Vote
The ratification of the selection of Deloitte & Touche LLP requires the
affirmative vote of a majority of the shares voting and entitled to vote thereon
at the meeting, in person or by proxy. The Board of Directors recommends a vote
FOR such ratification.
GENERAL INFORMATION
Information About Dresdner RCM Global Investors LLC
Dresdner RCM Global Investors LLC has been the Company's investment adviser
since November 1998. From 1986 until November 1998, the Adviser acted as a
subadviser to the Company. The business address of the Adviser is Four
Embarcadero Center, San Francisco, California 94111. The Adviser is a wholly-
owned subsidiary of Dresdner RCM Global Investors U.S. Holdings LLC, which, in
turn, is 99% owned by Dresdner Bank AG, an international banking organization
headquartered in Frankfurt, Germany ("Dresdner"), and 1% owned by Dresdner
Kleinwort Benson North America Inc. ("DKBNA"), a wholly-owned subsidiary of
Dresdner. The business address of Dresdner is Jurgen-Ponto-Platz 1, D-60301,
Frankfurt am Main, and of DKBNA is 75 Wall Street, New York, New York 10005.
Terms of the Investment Management and Advisory Agreement
On November 9, 1998, the Company's stockholders approved the Investment
Management and Advisory Agreement between the Company and the Adviser (the
"Advisory Agreement") previously approved by the unanimous vote of the Board of
Directors. The Advisory Agreement remains in effect until November 9, 2000 and
continues thereafter automatically for successive annual periods, provided that
such continuance is specifically approved at least annually by vote of a
majority of the outstanding voting securities of the Company or by the Board of
Directors of the Company, together with, in each instance, the vote of a
majority of those directors who are not "interested persons" of the Company or
the Adviser. On August 14, 2000, the Board of Directors of the Company,
including those directors who were not interested persons, unanimously approved
the continuance of the Advisory Agreement until November 9, 2001. The Advisory
Agreement may be terminated at any time without penalty by a vote of a majority
of the outstanding voting securities of the Company or by a vote of a majority
of the entire Board of Directors of the Company upon sixty days' written notice
to the Adviser or
-8-
<PAGE>
by the Adviser on sixty days' written notice to the Company. The Advisory
Agreement automatically terminates upon its assignment.
Under the Advisory Agreement, the Adviser manages the investment and
reinvestment of the cash and securities of the Company, subject to overall
supervision by the Company's Board of Directors. The Adviser is also
responsible for maintaining certain books and records, rendering reports to the
Board of Directors, performing its duties in accordance with Company policies
and applicable law and bearing the expenses of its employees and overhead. All
other expenses of the Company, including Mr. McQueen's salary as President and
Treasurer of the Company and payment to State Street Bank & Trust Company for
accounting services, are borne by the Company.
Set forth below is the schedule of annual fees payable by the Company to
the Adviser under the Advisory Agreement. The fee is calculated and paid
quarterly in arrears based on the securities and cash held by the Company on the
last business day of the preceding quarter.
Market Value of Securities and Cash Fee
----------------------------------- ---
On the first $10,000,000 or fraction thereof.......... 0.70% annually
On the next $10,000,000 or fraction thereof........... 0.60% annually
On the next $20,000,000 or fraction thereof........... 0.50% annually
On the next $20,000,000 or fraction thereof........... 0.35% annually
On the next $40,000,000 or fraction thereof........... 0.30% annually
On sums exceeding $100,000,000........................ 0.25% annually
During the fiscal year ended December 31, 1999, the Company paid the Adviser
$712,430 in fees pursuant to the Advisory Agreement.
The Adviser has authority to invest a portion of the Company's assets in
the shares of any other investment company advised by the Adviser. Such shares
are not included in the calculation of the market value of securities and cash
managed by the Adviser. As of June 30, 2000, approximately $8.2 million and
$9.5 million, respectively, of the Company's assets were invested in the
Dresdner RCM International Growth Equity Fund and the Dresdner RCM MidCap Fund,
each a series of the Dresdner RCM Capital Funds, Inc., an open end investment
company, and $5.7 million of the Company's assets were invested in the Dresdner
RCM Global Technology Fund, a series of Dresdner RCM Global Funds, Inc., an open
end investment company (together, the "Dresdner RCM Funds"), each of which is
advised by the Adviser. The Dresdner RCM International Growth Equity Fund and
the Dresdner RCM MidCap Fund pay the Adviser an annual fee of 0.75% of average
net assets, and the Dresdner RCM Global Technology Fund pays the Adviser an
annual fee of 1.00% of average net assets. These fees are higher than the fees
that are paid by most investment companies; however, these fees are comparable
to the fees paid by other investment companies with similar investment
objectives. Although the Company does not pay these fees to the Adviser
directly, any return of the Company on its investment in the Dresdner RCM Funds,
like any return of the Company on its investment in other investment companies,
is reduced by the amount of these fees. As of June 30, 2000, approximately
8.39% of the Company's total assets was invested in investment companies,
including the Dresdner RCM Funds. The Dresdner RCM Funds do not charge any
sales load, redemption fee or distribution fee.
Under the Advisory Agreement, all orders for the purchase and sale of
securities for the Company must be placed in such markets and through such
brokers as in the Adviser's best judgment offer the most favorable price and
market. The Adviser may effect securities
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<PAGE>
transactions which cause the Company to pay a commission in excess of the
commission another broker or dealer would have charged, provided that the
Adviser determines in good faith that the commission is reasonable in relation
to the value of brokerage and research services provided by the broker or
dealer, viewed in terms of the specific transaction or the Adviser's overall
responsibilities to its clients. The receipt of such brokerage and research
services does not decrease the advisory fee payable to the Adviser, and to the
extent such services are provided without cost to the Adviser, the expenses of
the Adviser in rendering advice to the Company will be reduced. During 1999, the
Company did not pay any brokerage commissions to any Affiliated Broker, as
defined in the proxy rules, including any broker affiliated with the Adviser.
The information in this Proxy Statement concerning the Adviser and its
affiliates has been provided to the Company by the Adviser.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Proposals of stockholders intended to be presented at the Annual Meeting of
Stockholders to be held during 2001 must be received at the Company's principal
office on or before May 26, 2001 in order to be considered for inclusion in the
Company's Proxy Statement and form of Proxy for such meeting.
The Company may exercise discretionary voting authority with respect to
stockholder proposals for the 2001 Annual Meeting which are not included in the
Company's Proxy Statement and form of Proxy, if notice of such proposals is not
received at the Company's principal office on or before August 9, 2001. Even if
timely notice is received, the Company may exercise discretionary voting
authority in certain other circumstances. Discretionary voting authority is the
ability to vote Proxies that stockholders have executed and returned to the
Company on matters not specifically reflected on the form of Proxy.
OTHER BUSINESS
As of August 9, 2000 the Company did not have notice of any business to
come before the meeting other than as set forth in the Notice of Annual Meeting
of Stockholders. If any other business is properly brought before the meeting,
or any adjournment thereof, all Proxies will be voted in accordance with the
best judgment of the persons voting such Proxies as to such business.
September 21, 2000
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<PAGE>
P R O X Y
BERGSTROM CAPITAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints WILLIAM L. McQUEEN, PAMELA A. FIORINI and
SUZANNE M. SCHIFFLER, and each of them, with full power of substitution, as
proxies for the undersigned, to vote, act and consent with respect to any and
all shares of the Capital Stock, $1 par value, of Bergstrom Capital Corporation
(the "Company"), which the undersigned is entitled to vote at the Annual Meeting
of Stockholders of the Company (the "Meeting") to be held in the Kirkland Cutter
Room, The Rainier Club, 820 Fourth Avenue, Seattle, Washington, at 11:00 a.m.,
Seattle time, on November 6, 2000, and at any continuation or adjournment
thereof, with all powers the undersigned would possess if personally present,
upon such business as may properly come before the Meeting including the matters
indicated on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY
WILL BE VOTED FOR THE NOMINEES FOR ELECTION AND FOR PROPOSAL 2.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement.
STOCKHOLDERS ARE URGED TO MARK, SIGN AND RETURN
THIS PROXY IN THE ENVELOPE PROVIDED.
PLEASE DO NOT FORGET TO DATE THIS PROXY.
Please date and sign exactly as your name(s) appear(s) on the reverse side.
Joint owners should each sign. If signing as executor, administrator, attorney,
trustee or guardian, give full title as such. If a corporation, sign in full
corporate name by authorized officer. If a partnership, sign in the name of
authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_______________________ _______________________
_______________________ _______________________
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
BERGSTROM CAPITAL CORPORATION
1. Election of Directors (unless authority to vote for the nominees named
below is withheld as provided below).
FOR WITH- FOR ALL
ALL HOLD EXCEPT
(01) Erik E. Bergstrom [_] [_] [_]
(02) George C. Scott
Note: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the name of the nominee.
Your shares will be voted for the remaining nominee.
2. Ratification of selection of Deloitte FOR AGAINST ABSTAIN
& Touche LLP as independent accountants [_] [_] [_]
of the Company for the year ending
December 31, 2000.
3. To vote in their discretion on such other matters as may properly come
before the Meeting or any adjournment thereof.
This Proxy covers shares registered as designated hereon. Proxies for
other forms of registration must be voted separately.
Mark box at right if address change or comment has been noted on
the reverse side of this card. [_]
CONTROL NUMBER:
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. DATE: _________________
_____________________________________________________________________
Stockholder sign here Co-owner sign here
DETACH CARD DETACH CARD
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