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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 SS: 240.14a-11(c) or SS: 240.14a-12
1838 Bond-Debenture Trading Fund
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(Name of Registrant as Specified in Its Charter)
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(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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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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:
___________________________________________________________________________
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 24, 1999
Radnor, Pennsylvania
May 21, 1999
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 24, 1999 at 8:00 a.m. Eastern Time, 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 four directors;
(2) to ratify or reject the selection of independent
accountants made by the Board of Directors for the fiscal
year ending March 31, 1999;
(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, 1999 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
AND TO 1838 INVESTMENT ADVISORS, INC. OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY. THE PROXY IS
REVOCABLE AT ANY TIME PRIOR TO ITS USE.
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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 24, 1999
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 24, 1999 at 8:00 a.m. Eastern Time. 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 21, 1999.
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, 1999, 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.
A majority of the Fund's outstanding shares entitled to vote shall
constitute a quorum for the transaction of business at the Annual Meeting. If a
quorum is present, a plurality of all votes cast at the meeting is sufficient
for the election of Directors (Proposal 1), which means that the candidates
receiving the highest number of votes shall be elected. The affirmative vote of
more than 50% of the shares voted at the Annual Meeting, assuming a quorum is
present, is required for the ratification of the selection of
PricewaterhouseCoopers LLP, as independent accountants of the Fund (Proposal 2).
Abstentions and broker non-votes 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, 1999 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 1-800-884-1838.
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ELECTION OF DIRECTORS
(Proposal 1)
Four 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 nominated by the
independent Directors. 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
directors and executive officers of the Fund is set forth below.
Nominees for Directors
<TABLE>
<CAPTION>
Percent
Year First Shares Owned Owned
Name and Position Principal Occupation Became Beneficially*** Beneficially
with Fund for Past 5 Years Age Director May 7, 1999 May 7, 1999
--------- ---------------- --- -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
W. Thacher Brown* President of MBIA Asset 51 1988 4,000 ***
Director Management Corporation;
President and Director of 1838
Investment Advisors, Inc.; an
employee of 1838 Investment
Advisors, L.P. (predecessor to
1838 Investment Advisers, Inc.);
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 66 1983 3,750 ***
Director Corporation; Director of Echo
Bay Mines, Ltd.; Director of
Vector Security, Inc.; Director of
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.
</TABLE>
2
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Morris Lloyd, Jr. Regional Director, Trinity 61 1989 162 ***
Director College, Former Director,
President, Treasurer and Chief
Executive Officer of The
Philadelphia Contributionship for
the Insurance of Houses from Loss
by Fire; Former Director, Chairman
and Chief Executive Officer of
Vector Security, Inc.; Former
Director and Chairman of Franklin
Agency, Inc.
J. Lawrence Shane Chairman of the Board of 64 1974 507 ***
Director Managers of Swarthmore College;
Former Vice Chairman of Scott
Paper Company; Former Director
of CoreStates Bank, N.A.
</TABLE>
Current Directors and Officers
<TABLE>
<CAPTION>
Principal Shares Owned
Position with Position Occupation Beneficially***
Name Fund Age Since or Employment May 7, 1999
---- ---- --- ----- ------------- -----------
<S> <C> <C> <C> <C> <C>
W. Thacher See "Nominees for Directors" above
Brown*
John Gilray Christy See "Nominees for Directors" above
John H. President 45 1990 President of the Fund 1,185
Donaldson** 1991 and an employee of
1838 Investment
Advisors, Inc.;
Former Director
and Secretary
of Financial
Analysts of
Philadelphia
Inc.; Chartered
Financial
Analyst.
Morris Lloyd, Jr. See "Nominees for Directors" above
J. Lawrence Shane See "Nominees for Directors" above
Anna M. Vice 48 1990 Vice President- 3,343
Bencrowsky President 1988 Operations
and Manager,1838
Secretary Investment Advisors,
Inc.; Vice President,
Treasurer and Secretary
of the 1838 Investment
Advisors Funds.
Clifford D. Corso Vice 37 1998 Managing Director and 0
President Head of Fixed Income,
1838 Investment
Advisors, Inc.;
President and Senior
Portfolio Manager,
MBIA Capital
Management Corp.
</TABLE>
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* 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
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 Fund's investment adviser, is an
employee of the Fund's investment adviser and is an officer and director of
the Fund.
*** 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. Of Mrs. Bencrowsky's 3,343 shares, 93 are owned by her
husband.
The Board of Directors of the Fund held 6 regular meetings during the
Fund's fiscal year ended March 31, 1999. Each director attended all meetings of
the Board of Directors (except Mr. Christy, who did not attend one meeting), 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, 1999. 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
$26,500 for the fiscal year ended March 31, 1999.
As of May 7, 1999, 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, 1999 is set forth in the
compensation table below. Mr. W. 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, Inc. (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
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<TABLE>
<CAPTION>
Total Compensation
Pension or Retirement From Fund and Numbers of Funds
Aggregate Benefits Accrued Fund in Fund Complex
Name of Person and Compensation as Part of Fund Complex Paid to on which each
Position with Fund from the Fund Expenses Directors Director Serves
- ------------------------ -------------- ----------------------- ------------------- -----------------
<S> <C> <C> <C> <C>
W. Thacher Brown*
Director $ 0 $0 $ 0 3
John Gilray Christy
Director $ 8,500 $0 $8,500 1
John H. Donaldson*
President $ 0 $0 $ 0 1
Morris Lloyd, Jr.
Director $ 9,000 $0 $9,000 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)
PricewaterhouseCoopers, LLP, 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, 1999, 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. PricewaterhouseCoopers, LLP has not performed any other
services for the Fund. The Audit committee of the Board of Directors met on May
6, 1999 and recommended the selection of PricewaterhouseCoopers, LLP as
independent accountants for the Fund for the fiscal year ending March 31, 2000.
At a meeting held on May 6, 1999, 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
PricewaterhouseCoopers, LLP to act as independent accountants for the Fund for
the year ending March 31, 1999. 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 PricewaterhouseCoopers, LLP 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
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THE BOARD OF DIRECTORS RECOMMENDS THAT THE FUND'S SHAREHOLDERS VOTE "FOR"
THE SELECTION OF PRICEWATERHOUSECOOPERS, LLP AS THE FUND'S INDEPENDENT
ACCOUNTANTS.
ADDITIONAL INFORMATION
Declaration Service Company, 555 North Lane, Suite 6160, Conshohocken, PA
19428, serves as the Fund's administrator.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 7, 1999, 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.
SHAREHOLDER PROPOSALS
Proposals intended to be presented by shareholders for consideration at
Year 2000 Annual Meeting of Shareholders must be received by the Secretary of
the Fund no later than February 3, 2000 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 21, 1999 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.
6
