<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 Section 240-14a-11(c) or Section 240-14a-12
1838 Bond-Debenture Trading Fund
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
1838 Bond-Debenture Trading Fund
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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 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:
______________________________________________________________________
2) Form, Schedule or Registration Statement No.:
______________________________________________________________________
3) Filing Party:
______________________________________________________________________
4) Date Filed:
______________________________________________________________________
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1838 Bond-Debenture Trading Fund
______________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 19, 1997
______________________________________________________________________
Radnor, Pennsylvania
May 20, 1997
TO THE SHAREHOLDERS OF
1838 BOND-DEBENTURE TRADING FUND:
The Annual Meeting of Shareholders of 1838 Bond-Debenture Trading Fund
(the "Fund") will be held on June 19, 1997 at 8:00 a.m., at the Fund's executive
offices, Five Radnor Corporate Center, Suite 320, 100 Matsonford Road, Radnor,
Pennsylvania, 19087, for the following purposes:
(1) the election of six directors;
(2) to ratify or reject the selection of independent
accountants made by the Board of Directors for the year
ending March 31, 1998;
(3) to transact such other business as may properly come
before the meeting and any adjournments thereof.
The subjects referred to above are discussed in detail in the Proxy
Statement attached to this notice. Each shareholder is invited to attend the
Annual Meeting of Shareholders in person. Shareholders of record at the close of
business on May 7, 1997 have the right to vote at the meeting. If you cannot be
present at the meeting, we urge you to fill in, sign, and promptly return the
enclosed proxy in order that the meeting can be held without additional expense
and a maximum number of shares may be voted.
ANNA M. BENCROWSKY
Secretary
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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE,
SIGN AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING YOUR PROXY PROMPTLY. THE PROXY IS REVOCABLE AT ANY TIME
PRIOR TO ITS USE.
- --------------------------------------------------------------------------------
<PAGE>
1838 Bond-Debenture Trading Fund
Five Radnor Corporate Center, Suite 320, 100 Matsonford Road, Radnor,
Pennsylvania 19087
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 19, 1997
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of 1838 Bond-Debenture Trading Fund (the "Fund") for
use at the Annual Meeting of Shareholders (the "Annual Meeting") to be held at
Five Radnor Corporate Center, Suite 320, 100 Matsonford Road, Radnor,
Pennsylvania 19087, on June 19, 1997 at 8:00 a.m. Proxies may be solicited by
mail, telephone, telegraph and personal interview. The Fund has also requested
brokers, dealers, banks or voting trustees, or their nominees to forward proxy
material to the beneficial owners of stock of record. The enclosed proxy is
revocable by you at any time prior to the exercise thereof by submitting a
written notice of revocation or subsequently executed proxy to the Secretary of
the meeting. Signing and mailing the proxy will not affect your right to give a
later proxy or to attend the meeting and vote your shares in person. The cost of
soliciting proxies will be paid by the Fund. This statement is expected to be
distributed to shareholders on or about May 20, 1997.
THE PERSONS NAMED IN THE ACCOMPANYING PROXY WILL VOTE THE NUMBER OF SHARES
REPRESENTED THEREBY AS DIRECTED OR, IN THE ABSENCE OF SUCH DIRECTION, FOR ALL OF
THE NOMINATED DIRECTORS, FOR THE RATIFICATION OF THE SELECTION OF THE FUND'S
INDEPENDENT ACCOUNTANTS AND TO TRANSACT SUCH OTHER BUSINESS THAT MAY PROPERLY
COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF.
On May 7, 1997, the date for determination of shareholders entitled to
receive notice of and to vote at the Annual Meeting, or any adjournment thereof,
there were issued and outstanding 3,673,258 shares of Common Stock of the Fund,
each entitled to one vote, constituting all of the Fund's then outstanding
securities.
The affirmative vote of more than 50% of the shares voted at the Annual
Meeting, assuming a quorum is present, is required for the election of Directors
(Proposal 1) and for the ratification of the selection of Coopers & Lybrand
L.L.P. as independent accountants of the Fund (Proposal 2). Abstentions will not
be counted for or against any proposal to which they relate, but will be counted
for purposes of determining whether a quorum is present.
The Fund will furnish, without charge, a copy of its annual report for its
fiscal year ended March 31, 1997 to any shareholder requesting such report.
Requests for the annual report should be made in writing to the Fund at the
address set forth above or by calling the Fund at 1-800-232-1838.
<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
Six directors are to be elected at the Annual Meeting as the entire Board
of Directors, to hold office until the next annual meeting and until their
successors shall have been elected and shall have qualified. If authority is
granted on the accompanying proxy to vote in the election of directors, it is
the intention of the persons named in the proxy to vote at the Annual Meeting
for the election of the nominees named below, each of whom has consented to
being named in this proxy statement and to serve if elected. If any of the
nominees is unavailable to serve for any reason, the persons named as proxies
will vote for such other nominee or nominees selected by the Board of Directors,
or the Board may reduce the number of directors as provided in the Fund's
By-Laws. The Fund currently knows of no reason why any of the nominees listed
below would be unable or unwilling to serve if elected. All of the nominees are
currently directors of the Fund, whose term expires on the date of the Annual
Meeting or when their successors are elected and qualify.
Certain information regarding each of the nominees as well as the current
executive officers of the Fund is set forth below.
Nominees for Directors
<TABLE>
<CAPTION>
Year First Shares Owned Percent Owned
Name and Position Principal Occupation Became Beneficially**** Beneficially
with Fund for Past 5 Years Age Director May 7, 1997 May 7, 1997
--------- ---------------- --- -------- ----------- -----------
<S> <C> <C> <C> <C>
W. Thacher Brown* President and Director of 1838 49 1988 4,000 ****
Director Investment Advisors, Inc., an
employee of 1838 Investment
Advisors, L.P. and Director of
Airgas Inc. and Harleysville Mutual
Insurance Company; President,
Chairman and Trustee of 1838
Investment Advisors Funds;
Chartered Financial Analyst.
John Gilray Christy Chairman of Chestnut Capital 64 1983 3,750 ****
Director Corporation; Director of Echo Bay
Mines, Ltd., First Union Banks
Advisory Boards for Philadelphia
and New Jersey, The Philadelphia
Contributorship for the Insurance of
Houses from Loss by Fire and
Chairman of Foreign Policy
Research Institute; Former Chairman
of the Board and Chief Executive
Officer of IU International
Corporation.
John H. Donaldson** President of the Fund and an 43 1991 1,185 ****
Director and employee of 1838 Investment
President Advisors, L.P.; Former Director and
Secretary of Financial Analysts of
Philadelphia Inc.; Chartered
Financial Analyst
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Year First Shares Owned Percent Owned
Name and Position Principal Occupation Became Beneficially**** Beneficially
with Fund for Past 5 Years Age Director May 7, 1997 May 7, 1997
--------- ---------------- --- -------- ----------- -----------
<S> <C> <C> <C> <C>
Morris Lloyd, Jr. Former Director, President, 59 1989 162 ****
Director Treasurer and Chief Executive
Officer of The Philadelphia
Contributionship for the Insurance of
Houses from Loss by Fire; Director,
Chairman and Chief Executive
Officer of Vector Security, Inc.;
Director and Chairman of Franklin
Agency, Inc.; Regional Director,
Trinity College.
John J. McElroy, III* Treasurer and Director of 1838 66 1971*** 4,000 ****
Director Investment Advisors, Inc. and an
employee of 1838 Investment
Advisors, L.P.
J. Lawrence Shane Director of CoreStates Bank, N.A.; 62 1974 507 ****
Director Chairman of the Board of Managers
of Swarthmore College; Former
Vice Chairman of Scott Paper
Company; Former Director of The
Philadelphia National Bank.
</TABLE>
Directors and Officers
<TABLE>
<CAPTION>
Principal Shares Owned
Occupation Beneficially****
Name Position with Fund Age Position Since or Employment May 7, 1997
---- ------------------ --- -------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
W. Thacher Brown* Director 49 1988 See "Nominees for See Page 2
Directors"
John Gilray Christy Director 64 1983 See "Nominees for See Page 2
Directors"
John H. Donaldson** President and 43 1990 See "Nominees for See Page 2
Director 1991 Directors"
Morris Lloyd, Jr. Director 59 1989 See "Nominees for See Page 3
Directors"
John J. McElroy, III* Director 66 1971*** See "Nominees for See Page 3
Directors"
J. Lawrence Shane Director 62 1974 See "Nominees for See Page 3
Directors"
Anna M. Bencrowsky Vice President 46 1990 Director, Investment 220
and Secretary 1988 Advisory and Mutual
Funds Operations, 1838
Investment Advisors, L.P.;
Vice President, Treasurer
and Secretary of the 1838
Investment Advisors Funds.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Principal Shares Owned
Occupation Beneficially****
Name Position with Fund Age Position Since or Employment May 7, 1997
---- ------------------ --- -------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Marcia Zercoe Vice President 37 1996 Principal - Head of Fixed 0
Income, 1838 Investment
Advisors, L.P.; 9/94 -
11/95 - Vice President -
Head of Fixed Income,
FNB Maryland; 9/88 -
9/94 - Vice President -
Head of Fixed Income,
Provident Capital
Management, Philadelphia
</TABLE>
- ------------------
* An "interested person" (as defined in the Investment Company Act of
1940) of the Fund because he is an officer, director and owns shares
of the general partner of the Fund's investment adviser, is an
employee of the Fund's investment adviser and is a director of the
Fund.
** An "interested person" (as defined in the Investment Company Act of
1940) of the Fund because he owns shares of the general partner of
the Fund's investment adviser, is an employee of the Fund's
investment adviser and is an officer and director of the Fund.
*** Mr. McElroy resigned as a director of the Fund in 1983 and was
re-elected as a director of the Fund in 1988.
**** Shares owned beneficially by the directors and executive officers as
a group amounted to less than 1% of the Fund's outstanding shares.
Of Mr. Christy's 3,750 shares, 3,500 are owned by his wife. Of Mr.
Donaldson's 1,185 shares, 885 shares are held by his wife for the
benefit of their minor child.
The Board of Directors of the Fund held six regular meetings during the
Fund's fiscal year ended March 31, 1997. Each of the directors attended all
meetings of the Board of Directors and each committee of which he was a member.
The Audit Committee of the Board currently consists of Messrs. Christy, Lloyd
and Shane, none of whom is an "interested person" of the Fund. The Audit
Committee reviews the scope of the audit by the Fund's independent accountants,
confers with the accountants with respect to the audit and the internal
accounting controls of the Fund and with respect to such other matters as may be
important to an evaluation of the audit and the financial statements of the
Fund, and makes recommendations with respect to the selection of accountants for
the Fund. The Audit Committee met once during the fiscal year ended March 31,
1997. The Board does not at present have a nominating or compensation committee.
The Fund pays those directors who are not "interested persons" of the Fund
$1,500 per quarter in addition to $500 for each meeting of the Board and $500
for each committee meeting, if held separately, attended by him, plus
reimbursement for expenses. Such fees totaled $27,000 for the fiscal year ended
March 31, 1997.
As of May 7, 1997, directors and executive officers (8 persons)
beneficially owned an aggregate of less than 1% of the Fund's outstanding shares
on that date.
The aggregate compensation paid by the Fund to each of its directors
serving during the fiscal year ended March 31, 1997 is set forth in the
compensation table below. Mr. Thacher Brown serves on the Board of the Fund and
on the Board of 1838 Investment Advisors Funds, a registered investment company
advised by 1838 Investment Advisors, L.P. (collectively, the "Fund Complex").
Mr. Brown receives no direct compensation for his services on either Board. None
of the other directors serves on the Board of any other registered investment
company to which the Fund's investment adviser or an affiliated person of the
Fund's investment adviser provides investment advisory services.
4
<PAGE>
<TABLE>
<CAPTION>
Total Compensation Numbers of Funds
Aggregate Pension or Retirement From Fund and Fund in Fund Complex
Name of Person and Compensation Benefits Accrued Complex Paid to on which each
Position with Fund from the Fund as Part of Fund Expenses Directors Director Serves
------------------ ------------- ------------------------ --------- ---------------
<S> <C> <C> <C> <C>
W. Thacher Brown*
Director $ 0 $0 $ 0 2
John Gilray Christy
Director $ 9,000 $0 $ 9,000 1
John H. Donaldson*
President and Director $ 0 $0 $ 0 1
Morris Lloyd, Jr.
Director $ 9,000 $0 $ 9,000 1
John J. McElroy, III*
Director $ 0 $0 $ 0 1
J. Lawrence Shane
Director $ 9,000 $0 $ 9,000 1
</TABLE>
* "Interested person" of the Fund as defined by Section 2(a)(19) of the
Investment Company Act of 1940.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE FUND'S SHAREHOLDERS VOTE "FOR"
THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.
RATIFICATION OR REJECTION OF
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(Proposal 2)
Coopers & Lybrand L.L.P., 2400 Eleven Penn Center, Philadelphia,
Pennsylvania, independent accountants for the Fund, has examined the Fund's
financial statements for the fiscal year ended March 31, 1997, and in connection
therewith has reported on the financial statements of the Fund, prepared the
Fund's tax returns and reviewed certain filings of the Fund with the Securities
and Exchange Commission. Coopers & Lybrand L.L.P. has not performed any other
services for the Fund. The Audit committee of the Board of Directors met on May
8, 1997 and recommended the selection of Coopers & Lybrand L.L.P. as independent
accountants for the Fund for the fiscal year ending March 31, 1998. At a meeting
held on May 8, 1997, the Board of Directors, including a majority of those
directors who are not "interested persons" of the Fund, after considering the
recommendation of the Audit Committee, selected Coopers & Lybrand L.L.P. to act
as independent accountants for the Fund for the year ending March 31, 1998.
Under the Investment Company Act of 1940, such selection must be submitted to
shareholders for ratification or rejection at the Annual Meeting.
A representative of Coopers & Lybrand L.L.P. is expected to be available
by telephone during the course of the meeting and will have the opportunity to
respond to appropriate questions from shareholders and to make such statements
as desired.
5
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE FUND'S SHAREHOLDERS VOTE "FOR"
THE SELECTION OF COOPERS & LYBRAND L.L.P. AS THE FUND'S INDEPENDENT ACCOUNTANTS.
ADDITIONAL INFORMATION
1838 Investment Advisors, L.P. (the "Adviser"), with offices at Five
Radnor Corporate Center, Suite 320, 100 Matsonford Road, Radnor, Pennsylvania
19087, serves as the Fund's investment adviser pursuant to an Investment
Advisory Contract dated July 20, 1988. The Adviser is a Delaware limited
partnership formed on July 20, 1988. 1838 Investment Advisors, Inc. ("1838
Inc."), a Delaware corporation with offices at Five Radnor Corporate Center,
Suite 320, 100 Matsonford Road, Radnor, Pennsylvania 19087, has a 74.6%
partnership interest in the Adviser as the sole general partner. 1838 Inc.'s
only business is as the Adviser's general partner.
MeesPierson Capital Management, Inc. ("MPCM") is a 24.9% limited partner
of the Adviser, and is an indirect wholly owned subsidiary of MeesPierson N.V.
MPCM, located at Five Radnor Corporate Center, Suite 320, 100 Matsonford Road,
Radnor, PA 19087, has entered into a purchase agreement with the Adviser and
1838 Inc. whereby MPCM has the option to purchase from 1838 Inc. a limited
partnership interest representing an additional 5.1% of the Adviser. Under the
terms of the purchase agreement, MPCM may not exercise its option before
December 31, 1998. W. Thacher Brown, a director of the Fund, has a 0.5%
partnership interest in the Adviser.
Mr. Brown is also an employee of the Adviser and is President, a director
and a shareholder of 1838 Inc. Mr. John McElroy, III, a director of the Fund, is
an employee of the Adviser and is Treasurer, a director and a shareholder of
1838 Inc. Mr. John Donaldson, a director and the President of the Fund, is an
employee of the Adviser and a shareholder of 1838 Inc. Mr. Donaldson
participates in a profit sharing plan with the Adviser. At May 7, 1997, Messrs.
Brown, McElroy and Donaldson held 39.2%, 15.1% and 2.5%, respectively, of the
outstanding shares of 1838 Inc.
Rodney Square Management Corporation, 1100 North Market Street,
Wilmington, Delaware 19890-0001, serves as the Fund's administrator.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 7, 1997, there were no persons known by the Fund to own
beneficially more than 5% of the outstanding voting shares of the Fund, and all
directors and officers of the Fund as a group beneficially owned less than 1% of
the outstanding voting shares of the Fund.
6
<PAGE>
SHAREHOLDER PROPOSALS
Proposals intended to be presented by shareholders for consideration at
the 1997 Annual Meeting of Shareholders must be received by the Secretary of the
Fund no later than January 21, 1998 in order to be included in the proxy
statement for that meeting.
OPEN MATTERS
The management does not know of any matters to be presented at the Annual
Meeting other than those mentioned in this Proxy Statement. If any other
business should come before the meeting, the proxies will vote thereon in
accordance with their best judgment.
By Order of the Directors,
Anna M. Bencrowsky
Secretary
Dated: May 20, 1997 1838 Bond-Debenture Trading Fund
IF YOU CANNOT ATTEND THE ANNUAL MEETING, IT IS REQUESTED THAT YOU COMPLETE
AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED SO THAT THE
MEETING MAY BE HELD AND ACTION TAKEN ON THE MATTERS DESCRIBED HEREIN WITH THE
GREATEST POSSIBLE NUMBER OF SHARES PARTICIPATING.
7
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS
OF 1838 BOND-DEBENTURE TRADING FUND
The undersigned hereby appoints John H. Donaldson, W. Thacher Brown and
John J. McElroy, III, and each of them attorneys, with full powers of
substitution and revocation, to attend the Annual Meeting of Shareholders of
1838 Bond-Debenture Trading Fund on June 19, 1997 and any adjournments thereof
and thereat to vote all shares which the undersigned would be entitled to vote
if personally present, upon the following matters, as set forth in the Notice of
Annual Meeting of Shareholders, and upon such other business as may properly
come before the meeting or an adjournment thereof.
If more than one of said attorneys or their respective substitutes shall
be present and vote at said meeting or any adjourment thereof, a majority of
them so present and voting (or if only one be present and voting, then that one)
shall have and exercise all the powers hereby granted. The undersigned revokes
any proxy or proxies heretofore given to vote such shares at said meeting or any
adjournment thereof.
ALL PROXIES WILL BE VOTED, AND WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS NOTED HEREON.
IF INSTRUCTIONS ARE NOT GIVEN, THIS PROXY WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE IN FAVOR OF THE ELECTION OF ALL OF THE NOMINATED DIRECTORS AND
WILL BE VOTED FOR ITEMS 2 AND 3.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any box with regard to a particular
proposal if you wish to vote FOR such proposal. The Proxies cannot vote your
shares unless you sign and return this card.
/SEE REVERSE SIDE/
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
- --\------ Please mark your
| X | votes as in this
- -------- example.
FOR all nominees listed WITHHOLD authority FOR AGAINST ABSTAIN
(except as indicated to to vote for all nominees [ ] [ ] [ ]
the contrary below) listed hereon.
1. ELECTION OF NOMINEES: W. Thacher Brown, 2. Proposal to ratify the selection of Coopers
DIRECTORS: John Gilray Christy, John H Donaldson, & Lybrand L.L.P. as independent
Morris Lloyd, Jr., John J, McElroy, III, accountants for the Fund for the year
and J. Lawrence Shane. ending March 31, 1998.
For except vote withheld from the INSTRUCTION: To withhold authority to vote 3. In their discretion, the proxies are
following nominees(s): for any individual nominee, write that authorized to vote upon such other
nominee's name in the space provided. business as may properly come before
the meeting.
- --------------------------------
Please sign exactly as name
appears hereon. Joint owners
should each sign. When signing
as attorney, executor,
administrator, trustee or
guardian, please give full
title as such.
_______________________________
_______________________________
Signature(s) Date
</TABLE>
