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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Sections 240.14a-11(c) or 240.14a-12
PREMIER CAPITAL GROWTH FUND, INC.
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(Name of Registrant as Specified In Its Charter)
PREMIER CAPITAL GROWTH FUND, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_]$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_]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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PRELIMINARY COPY
PREMIER CAPITAL GROWTH FUND, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of
PREMIER CAPITAL GROWTH FUND, INC.
A Special Meeting of Stockholders of Premier Capital Growth Fund,
Inc. (the "Fund") will be held at the offices of The Dreyfus Corporation,
200 Park Avenue, 7th Floor West, New York, New York, on Wednesday, November
29, 1995 at 10:00 a.m. for the following purposes:
1. To approve an Amendment and Restatement of the Fund's Charter
to:
a. Authorize the issuance of additional classes of shares
of the Fund.
b. Revise the Corporate Purposes and Powers clause.
c. Establish that one-third of the Fund's outstanding
shares constitutes a quorum.
d. Revise the liability and indemnification provisions to
reflect current Maryland law.
e. Delete the Valuation of Fund Assets clause.
2. To transact such other business as may properly come before
the meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on
October 6, 1995 will be entitled to receive notice of and to vote at the
meeting.
By Order of the Board of Directors
John E. Pelletier
Secretary
New York, New York
October 9, 1995
WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW,
THE MEETING OF STOCKHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED WITHOUT
CONDUCTING ANY BUSINESS IF LESS THAN A MAJORITY OF THE SHARES ELIGIBLE TO
VOTE IS REPRESENTED. IN THAT EVENT, THE FUND, AT STOCKHOLDERS' EXPENSE,
WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM.
CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING
AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL
OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
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PRELIMINARY COPY
PREMIER CAPITAL GROWTH FUND, INC.
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 29, 1995
This proxy statement is furnished in connection with a
solicitation of proxies by the Board of Directors of the Premier Capital
Growth Fund, Inc. (the "Fund") to be used at the Special Meeting of
Stockholders of the Fund to be held on Wednesday, November 29, 1995 at 10:00
a.m., at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor
West, New York, New York, for the purposes set forth in the accompanying
Notice of Meeting of Stockholders. Stockholders of record at the close of
business on October 6, 1995 are entitled to be present and to vote at the
meeting. Stockholders are entitled to one vote for each Fund share held and
fractional votes for each fractional Fund share held. Shares represented by
executed and unrevoked proxies will be voted in accordance with the
specifications made thereon. If the enclosed form of proxy is executed and
returned, it nevertheless may be revoked by another proxy or by letter or
telegram directed to the Fund, which must indicate the stockholder's name
and account number. To be effective, such revocation must be received prior
to the meeting. In addition, any stockholder who attends the meeting in
person may vote by ballot at the meeting, thereby canceling any proxy
previously given. There were 35,415,704.303 shares of the Fund's common
stock outstanding as of September 5, 1995.
It is estimated that proxy materials will be mailed to
stockholders of record on or about October 6, 1995. The principal executive
offices of the Fund are located at 200 Park Avenue, New York, New York
10166. COPIES OF THE FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE
AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING TO THE FUND AT 144 GLENN
CURTISS BOULEVARD, UNIONDALE, NEW YORK, 11556-0144, OR BY CALLING TOLL-FREE
1-800-645-6561.
PROPOSAL: APPROVAL OF AN AMENDMENT AND RESTATEMENT
OF THE FUND'S CHARTER
The Board of Directors has approved and recommends that
stockholders approve a comprehensive amendment and restatement of the Fund's
Articles of Incorporation, as amended (the "Charter"). A copy of the
proposed amendment to the Charter in the form being presented for approval,
and as approved by the Board of Directors, is set forth as Exhibit A to this
proxy statement. A composite of all provisions of the Fund's Charter
currently in effect is set forth as Exhibit B to this proxy statement.
Certain material differences are described below. Stockholders are urged to
review Exhibits A and B carefully. The Board of Directors believes that the
proposed amendment to the Charter is in the best interests of the Fund and
stockholders.
(A) ISSUANCE OF ADDITIONAL CLASSES OF SHARES
The Fund's Charter currently provides for the issuance of one
class of shares with each share representing an equal proportionate interest
in the Fund. The Fund's Board of Directors recommends that Article FIFTH of
the Charter be amended to permit the Directors, without further stockholder
action, to cause to be issued one or more additional classes of shares
having such preferences or special or relative rights and privileges as the
Directors may determine, to the extent permitted under the Investment
Company Act of 1940, as amended (the "Act").
The purpose of the amendment would be to permit the Fund to take
advantage of alternative methods of selling Fund shares. The Board of
Directors believes that providing investors with alternative methods of
purchasing Fund shares would (i) enable investors to choose the purchasing
method which best suits their individual situation, thereby encouraging
current stockholders to make additional investments in the Fund and
attracting new investors and assets to the Fund thus benefiting stockholders
by increasing investment flexibility for the Fund and reducing operating
expense ratios due to economies of scale; (ii) facilitate distribution of
the Fund's shares; and (iii) maintain the competitive position of the Fund
in relation to other funds that have implemented or are seeking to implement
similar distribution arrangements.
If this amendment to the Fund's charter is approved by
stockholders, the Fund currently intends to offer four classes of shares---
Class A, Class B, Class C and Class R. The currently existing class of
shares will be designated as Class A. Each Fund share, regardless of Class,
will continue to represent an identical pro rata interest in the Fund's
investment portfolio.
Class A shares would be sold at net asset value per share plus a
maximum initial sales charge of 4.50% of the public offering price imposed
at the time of purchase. Beneficial owners of Fund shares held in a Fund
account on December 31, 1995, however, will continue to be subject to the
existing sales load schedule on all future purchases of Fund shares. Class
A shares would be subject to an annual service fee at the rate of .25 of 1%
of the value of the average daily net assets of Class A pursuant to a
Shareholder Services Plan described below.
Class B shares would be sold at net asset value per share with
no initial sales charge at the time of purchase. Class B shares would be
subject to a maximum 4% contingent deferred sales charge ("CDSC"), which
would be assessed only if the investor redeemed Class B shares within six
years of purchase. These shares would be subject to an annual service fee
at the rate of .25 of 1% of the value of the average daily net assets of
Class B. In addition, Class B shares would be subject to an annual
distribution fee at the rate of .75 of 1% of the value of the average daily
net assets of Class B pursuant to a Distribution Plan adopted by the Fund in
accordance with Rule 12b-1 under the Act. Approximately six years after the
date of purchase, Class B shares automatically would convert to Class A
shares, based on the relative net asset values for shares of each such
Class, and would no longer be subject to the distribution fee. Class B
shares acquired through the reinvestment of dividends and distributions
would be converted on a pro rata basis together with other Class B shares,
in the proportion that a shareholder's Class B shares converting to Class A
shares bears to the total Class B shares not acquired through the
reinvestment of dividends and distributions.
Class C shares would be sold at net asset value per share with
no initial sales charge at the time of purchase. Class C shares would be
subject to a 1% CDSC, which would be assessed only if the investor redeemed
Class C shares within one year of purchase. These shares also would be
subject to an annual service fee at the rate of .25 of 1%, and an annual
distribution fee at the rate of .75 of 1%, of the value of the average daily
net assets of Class C. Class C shares will not have a conversion feature.
Class R shares would be sold at net asset value per share only
to institutional investors acting for themselves or in a fiduciary,
advisory, agency, custodial or similar capacity for qualified or non-
qualified employee benefit plans, including pension, profit-sharing, SEP-
IRAs and other deferred compensation plans, whether established by
corporations, partnerships, non-profit entities or state and local
governments, but not including IRAs or IRA "Rollover Accounts." Class R
shares would not be offered directly to individuals, although eligible
institutions would be permitted to purchase Class R shares for accounts
maintained by individuals. Class R shares would not be subject to an annual
service fee or distribution fee.
As indicated above, Class A, Class B and Class C shares would be
subject to a Shareholder Services Plan. Under the Shareholder Services
Plan, the Fund would pay its distributor, Premier Mutual Fund Services,
Inc., for the provision of certain services to the holders of Class A, Class
B and Class C shares a fee at the annual rate of .25 of 1% of the value of
the average daily net assets of each such Class. The services provided may
include personal services relating to shareholder accounts, such as
answering shareholder inquiries regarding the Fund and providing reports and
other information, and services related to the maintenance of shareholder
accounts. The Fund currently reimburses Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, the Fund's investment
adviser, an amount not to exceed an annual rate of .25 of 1% of the value of
the Fund's average daily net assets for the provision of these services
pursuant to a Shareholder Services Plan which will be terminated.
Each class of shares would participate in all other respects on
an equal proportionate basis with all other classes of shares, including as
to investment income, realized and unrealized gains and losses on portfolio
investments and all other operating expenses of the Fund. All classes of
shares will vote together as a single class at meetings of stockholders,
except that shares of a class which is affected by any matter in a manner
materially different from shares of other classes will vote as a separate
class and holders of shares of a class not affected by a matter will not
vote on that matter.
Each of the remaining changes described below is being made to
standardize the provisions of the Fund's Charter with those of other funds
in the Dreyfus Family of Funds that are organized as Maryland corporations.
(B) CORPORATE PURPOSES AND POWERS
The purposes for which the Fund was formed are described in
Article THIRD of the current Charter. The proposed amendment to Article
THIRD would generally update and expand the description of the Fund's
business purpose to include certain instruments which are currently
available for investment by the Fund. The amendment would not affect the
Fund's investment objective or management policies. The amendment, however,
would give the Fund the flexibility to take advantage of investment
opportunities currently available and those which may be available in the
future.
(C) QUORUM
The Board recommends amending the Charter to provide that the
presence in person or by proxy of the holders of one-third of the shares of
the Fund's stock entitled to vote would constitute a quorum at any meeting
of stockholders. Currently, the Charter is silent as to quorum. Under
Maryland law, unless the charter of a corporation provides otherwise, a
majority of all votes entitled to be cast at a stockholders' meeting
constitutes a quorum. Establishing that one-third of the Fund's outstanding
shares constitutes a quorum should enable the Fund to conduct future
stockholders' meetings without incurring the increased burden and expense of
soliciting votes from at least a majority of the Fund's shares in order to
achieve a quorum. The amendment would not affect the number of shares
required to adopt proposals under Maryland law or the Act.
(D) LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
After the Fund was organized, the Maryland General Corporation
Law was revised to permit a Maryland corporation to limit the liability of
its directors and officers under certain circumstances and to broaden the
indemnification which a Maryland corporation may make available to its
directors and officers. The Fund's Board of Directors has approved and
recommends that stockholders approve an amendment to the Fund's Charter to
reflect current Maryland law.
Maryland law is similar to the laws of most other states,
including Delaware, which limit the risk of personal liability of corporate
directors and, in many cases, officers. These laws respond to concerns
about increased litigation against corporate directors and officers and
resulting increased cost and limited availability of liability insurance for
directors and officers. Concerns also have been raised about the
willingness of qualified persons to serve as directors and officers and the
potential for adverse effects on decision making by persons who serve as
directors and officers.
The proposed amendment to the Charter would provide that to the
fullest extent permitted by Maryland law, but subject to the provisions of
the Act and related limitations described below, no director or officer of
the Fund shall have any liability to the Fund or its stockholders for money
damages. The proposed amendment would provide, however, that it would not
protect or purport to protect any director or officer of the Fund
(i) against any liability for noncompliance with any provision of the
Securities Act of 1933, as amended (the "Securities Act"), or the Act or of
any valid rule, regulation or order of the Securities and Exchange
Commission ("SEC") under said Acts, or (ii) against any liability to the
Fund or its stockholders to which such director or officer would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office
("disabling conduct"). The Act provides that the articles of incorporation
of an investment company may not contain any provision which so protects or
purports to protect any director or officer of an investment company with
respect to such disabling conduct. The proposed amendment also would
require that, subject to the provisions of the Act and such provisions with
respect to disabling conduct, the Fund indemnify and advance expenses to its
directors and officers to the fullest extent that indemnification of
directors is permitted by Maryland law. The amendment would amend the
existing Article SEVENTH of the Charter with respect to indemnification and
advances.
If the proposed amendment is approved by stockholders, the
Fund's directors and officers would continue to have personal liability for
damages in suits brought by or on behalf of the Fund in circumstances in
which the Maryland General Corporation Law, the Act or Securities Act does
not permit their personal liability to be limited, as follows: (a) under the
Maryland General Corporation Law, to the extent that (i) it is proved that a
director or officer received an improper benefit or profit in money,
property or services, for the amount of such improper benefit or profit, or
(ii) a judgment or other final adjudication adverse to a director or officer
is entered in a proceeding based on a finding that his action or failure to
act was the result of active and deliberate dishonesty and was material to
the cause of action adjudicated in the proceeding; and (b) under the Act or
the Securities Act, to the extent that such proposed amendment would be
effective to (i) require a waiver of compliance with any provision of the
Act or the Securities Act or of any valid rule, regulation or order of the
SEC under those Acts, or (ii) protect or purport to protect any director or
officer of the Fund against any liability to the Fund or its stockholders to
which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office. In circumstances in which the personal liability of
directors and officers is limited, claims made by or on behalf of the Fund
against them would be limited to equitable remedies such as injunction.
The proposed amendment would apply only to claims against a
director or officer arising out of his role as a director or officer, not to
his responsibilities under other laws. It will not limit possible liability
to third parties under tort or contract law, and will not apply with respect
to events or omissions occurring prior to February 8, 1988, the effective
date of the revised Maryland law.
Under Maryland law, indemnification against judgments,
penalties, fines, settlements and expenses may be available to a director
unless his act or omission was material to the cause of action, and was
committed in bad faith or was the result of active and deliberate
dishonesty, or the individual received an improper personal benefit (or, in
a criminal case, had reasonable cause to believe that his act or omission
was unlawful). Indemnification may be made against amounts recoverable by
settlement of suits brought by or in the right of a corporation, except
where the individual is adjudged liable to the corporation. The termination
of a civil proceeding by judgment, order or settlement does not create a
presumption that the requisite standard of conduct was not met. The law
also provides that a corporation, in addition to providing insurance, may
fund its indemnification obligations with trust funds, letters of credit or
surety bonds. Advances of expenses by a corporation in the course of
litigation will be permitted (upon the undertaking of the director to repay
such sums if indemnification is ultimately denied) without a preliminary
determination as to the ultimate entitlement of the director to be
indemnified. Officers, employees and agents may be indemnified to the same
extent as directors and to such further extent as is consistent with law.
As discussed above, the SEC's Division of Investment Management
is of the view that an indemnification provision in an investment company's
articles of incorporation or by-laws would not violate the relevant
provisions of the Act if (a) it precludes indemnification for any liability,
whether or not there is an adjudication of liability, arising by reason of
disabling conduct, and (b) it sets forth "reasonable and fair means" for
determining whether indemnification shall be made. The Fund's By-Laws
currently provide that indemnification shall be made only following: (a) a
final decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified was not liable by
reason of disabling conduct, or (b) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the person
to be indemnified was not liable by reason of disabling conduct by (i) vote
of a majority of a quorum of the directors of the Fund who are neither
"interested persons" of the Fund as defined in Section 2(a)(19) of the Act,
nor parties to the proceeding ("disinterested non-party directors"), or
(ii) an independent legal counsel in a written opinion. In addition,
pursuant to the view of the SEC's Division of Investment Management, the
Fund's By-Laws currently provide that the Fund may make advances to a
current or former director or officer of the Fund claiming indemnification
for payment of the reasonable expenses incurred by him in conjunction with
proceedings to which he is a party, provided that, among other things, the
person seeking indemnification shall provide to the Fund a written
undertaking to repay any such advance if it should ultimately be determined
that the standard of conduct necessary for indemnification has not been met,
and provided further that at least one of the following additional
conditions is met: (a) the person seeking indemnification shall provide
security in form and amount acceptable to the Fund for his undertaking;
(b) the Fund is insured against losses arising by reason of any lawful
advance; or (c) a majority of the disinterested non-party directors of the
Fund, or independent legal counsel in a written opinion, shall determine
that, based on a review of facts readily available to the Fund at the time
the advance is proposed to be made, there is reason to believe that the
person seeking indemnification ultimately will be found to be entitled to
indemnification.
It is expected that the Fund's By-Laws will continue to contain
these limitation and conditions with respect to indemnification of and
payment of advance to current and former directors and officers.
If Maryland law is subsequently amended so as to permit further
limitation of the monetary liability of directors and officers, then under
the proposed amendment such liability will be limited to the fullest extent
permitted (but subject to the limitations described above with respect to
the Securities Act, the Act and disabling conduct by a director or officer)
without further action by the Fund's stockholders. The Fund is not aware of
any proposed or anticipated changes to Maryland law which would affect the
personal liability or indemnification of directors or officers of Maryland
corporations. The proposed amendment to the Charter would assure directors
and officers that its projections could not subsequently be withdrawn with
respect to actions arising from events or omissions occurring prior to
withdrawal.
Under the new provisions, in certain circumstances, the Fund and
its stockholders will lose the right to recover monetary damages from
directors and officers who might otherwise have been found liable. In
addition, directors and officers may be entitled to more liberal
indemnification from the Fund in suits brought by or in the right of the
Fund. To the extent that certain claims against directors and officers
involving a breach of duty are limited to equitable remedies, the proposed
amendment may result in a reduced likelihood of derivative litigation and
may discourage the initiation of suits against directors and officers for
breach of their duty of care.
As to the indemnification provisions described above, it is the
opinion of the SEC that, insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and certain
others, such indemnification is against public policy and is unenforceable.
No litigation of the type covered by the proposed amendment is
currently pending or threatened against any director or officer of the Fund.
No occasion has arisen in which the Fund was required to pay any amount in
indemnification of any director or officer of the Fund. In addition,
although the Fund has not experienced difficulty in attracting and retaining
highly qualified directors and officers, the Board believes that the
proposed amendment will enhance its ability to attract and retain such
directors and officers in the future.
The Board or Directors believes that, in view of the
proliferation of litigation against corporate directors and officers in
which difficult business judgments are tested with the benefit of hindsight,
and the need to attract and retain corporate directors and officers who can
make significant corporate decisions in the best interest of the Fund with
the reduced threat of personal liability, the proposed amendment is in the
best interest of the Fund and its stockholders. Although the current
directors of the Fund may personally benefit from the adoption of this
proposed amendment and are thus subject to a conflict of interest in
proposing its approval, the Board believes, for the reasons stated above,
that approval of this proposed amendment is in the best interest of the Fund
and its stockholders.
(E) VALUATION OF FUND ASSETS
The Fund's Charter currently provides that the total value of
Fund assets be determined for purposes of the Charter on the basis of market
value for securities and fair value for all other assets. The Board of
Directors believes that this provision is unnecessary in light of similar
requirements under the Act and recommends deleting it.
REQUIRED VOTE AND DIRECTORS' RECOMMENDATION
Approval of this proposal requires the affirmative vote of the
holders of a majority of the Fund's outstanding voting securities. If
stockholders of the Fund do not approve the proposed Charter amendment, then
the Fund's existing Charter will remain in effect.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED"
DIRECTORS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE
FUND'S CHARTER
ADDITIONAL INFORMATION
The Dreyfus Corporation, located at 200 Park Avenue, New York,
New York 10166, serves as the Fund's investment adviser. The Dreyfus
Corporation was formed in 1947 and is a wholly-owned subsidiary of Mellon
Bank, N.A. As of September 1, 1995, The Dreyfus Corporation managed or
administered approximately $80 billion for more than 1.8 million investor
accounts nationwide.
Premier Mutual Fund Services, Inc. (the "Distributor"), with
principal offices at One Exchange Place, Boston, Massachusetts 02109, serves
as the Fund's distributor. The Distributor's ultimate parent company is
Boston Institutional Group, Inc.
The following table presents certain information for the Fund
regarding the beneficial ownership of its shares as of September 5, 1995 by
each officer and Director of the Fund owning shares on such date. In each
case, such amount constitutes less than 1% of the Fund's outstanding shares.
Name of
Beneficial Owner Number of Shares
Rosalind Gersten Jacobs 1,876.353
Paul A. Marks 183.652
Martin H. Peretz 3,468.941
VOTING INFORMATION
If a proxy is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a broker "non-vote"
(that is, a proxy from a broker or nominee indicating that such person has
not received instructions from the beneficial owner or other person entitled
to vote shares of a Fund on a particular matter with respect to which the
broker or nominee does not have discretionary power) or marked with an
abstention (collectively, "abstentions"), the Fund's shares represented
thereby will be considered to be present at the meeting for purposes of
determining the existence of a quorum for the transaction of business.
Under Maryland law, abstentions do not constitute a vote "for" or "against"
a matter and will be disregarded in determining the "votes cast" on an
issue. For this reason, abstentions will have the effect of a "no" vote for
purposes of obtaining the requisite approval of a proposal.
In the event that a quorum is not present at a meeting, or if a
quorum is present but sufficient votes to approve the proposals are not
received, the persons named as proxies may propose one or more adjournments
of the meeting to permit further solicitation of proxies. In determining
whether to adjourn a meeting, the following factors may be considered: the
nature of the proposal, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to stockholders with respect
to the reasons for the solicitation. Any adjournment will require the
affirmative vote of a majority of those shares affected by the adjournment
that are represented at the meeting in person or by proxy. A stockholder
vote may be taken for one proposal in this Proxy Statement prior to any
adjournment if sufficient votes have been received for approval. If a
quorum is present, the persons named as proxies will vote those proxies
which they are entitled to vote "FOR" a proposal in favor of such
adjournment, and will vote those proxies required to be voted "AGAINST" a
proposal against any adjournment. A quorum is constituted with respect to
the Fund by the presence in person or by proxy of the holders of a majority
of the Fund's outstanding shares entitled to vote at the meeting.
As of September 5, 1995, there were no persons known by the Fund
to own 5% or more of the Fund's outstanding voting securities.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may
come before the meeting. However, should any such matters properly come
before the meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with their
judgment on such matters.
The Fund will bear the cost of soliciting proxies. In addition to
the use of the mails, proxies may be solicited personally, by telephone or
by telegraph, and the Fund may pay persons holding Fund shares in their
names or those of their nominees for their expenses in sending soliciting
materials to their principals. In addition, the Fund may retain an outside
firm to solicit proxies on behalf of the Fund's Directors, which would be
estimated to cost the Fund approximately $10,728.
Unless otherwise required under the Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of stockholders. As a
result, the Fund's stockholders will not consider each year the election of
Board members or the appointment of auditors. However, the Fund's Board
will call a meeting of its stockholders for the purpose of electing Board
members if, at any time, less than a majority of the Board members then
holding office have been elected by stockholders. Under the Act,
stockholders of record of not less than two-thirds of the Fund's outstanding
shares may remove Board members of the Fund through a declaration in writing
or by vote cast in person or by proxy at a meeting called for that purpose.
Under the Fund's By-Laws, the Board members are required to call a meeting
of stockholders for the purpose of voting upon the question of removal of
any such Board members when required in writing to do so by the stockholders
of record of not less than 10% of the Fund's outstanding shares.
Stockholders wishing to submit proposals for inclusion in the Fund's proxy
statement for a subsequent stockholder meeting should send their written
submissions to the principal executive offices of the Fund at 200 Park
Avenue, New York, New York 10166, Attention: General Counsel.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, in care of The Shareholder Services Group,
Inc., a subsidiary of First Data Corporation, Attention: Premier Capital
Growth Fund, Inc., P.O. Box 9119, Quincy, Massachusetts 02269-9947, whether
other persons are the beneficial owners of the shares for which proxies are
being solicited, and if so, the number of copies of the proxy statement and
other soliciting material you wish to receive in order to supply copies to
the beneficial owners of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: October 6, 1995
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EXHIBIT A
PROPOSED ARTICLES OF AMENDMENT AND RESTATEMENT
FIRST: The name of the corporation (hereinafter called the
"corporation") is Premier Capital Growth Fund, Inc.
SECOND: The corporation is formed for the following purpose or
purposes:
(a) to conduct, operate and carry on the
business of an investment company;
(b) to subscribe for, invest in, reinvest in,
purchase or otherwise acquire, hold, pledge, sell,
assign, transfer, lend, write options on, exchange,
distribute or otherwise dispose of and deal in and
with securities of every nature, kind, character,
type and form, including without limitation of the
generality of the foregoing, all types of stocks,
shares, futures contracts, bonds, debentures, notes,
bills and other negotiable or non-negotiable
instruments, obligations, evidences of interest,
certificates of interest, certificates of
participation, certificates, interests, evidences of
ownership, guarantees, warrants, options or
evidences of indebtedness issued or created by or
guaranteed as to principal and interest by any state
or local government or any agency or instrumentality
thereof, by the United States Government or any
agency, instrumentality, territory, district or
possession thereof, by any foreign government or any
agency, instrumentality, territory, district or
possession thereof, by any corporation organized
under the laws of any state, the United States or
any territory or possession thereof or under the
laws of any foreign country, bank certificates of
deposit, bank time deposits, bankers' acceptances
and commercial paper; to pay for the same in cash or
by the issue of stock, including treasury stock,
bonds or notes of the corporation or otherwise; and
to exercise any and all rights, powers and
privileges of ownership or interest in respect of
any and all such investments of every kind and
description, including without limitation, the right
to consent and otherwise act with respect thereto,
with power to designate one or more persons, firms,
associations or corporations to exercise any of said
rights, powers and privileges in respect of any said
instruments;
(c) to borrow money or otherwise obtain credit
and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the
corporation;
(d) to issue, sell, repurchase, redeem,
retire, cancel, acquire, hold, resell, reissue,
dispose of, transfer, and otherwise deal in, shares
of stock of the corporation, including shares of
stock of the corporation in fractional
denominations, and to apply to any such repurchase,
redemption, retirement, cancellation or acquisition
of shares of stock of the corporation any funds or
property of the corporation whether capital or
surplus or otherwise, to the full extent now or
hereafter permitted by the laws of the State of
Maryland;
(e) to conduct its business, promote its
purposes and carry on its operations in any and all
of its branches and maintain offices both within and
without the State of Maryland, in any States of the
United States of America, in the District of
Columbia and in any other parts of the world; and
(f) to do all and everything necessary,
suitable, convenient, or proper for the conduct,
promotion and attainment of any of the businesses
and purposes herein specified or which at any time
may be incidental thereto or may appear conducive to
or expedient for the accomplishment of any of such
businesses and purposes and which might be engaged
in or carried on by a corporation incorporated or
organized under the Maryland General Corporation
Law, and to have and exercise all of the powers
conferred by the laws of the State of Maryland upon
corporations incorporated or organized under the
Maryland General Corporation Law.
The foregoing provisions of this Article SECOND
shall be construed both as purposes and powers and each
as an independent purpose and power. The foregoing
enumeration of specific purposes and powers shall not be
held to limit or restrict in any manner the purposes and
powers of the corporation, and the purposes and powers
herein specified shall, except when otherwise provided in
this Article SECOND, be in no wise limited or restricted
by reference to, or inference from, the terms of any
provision of this or any other Article of these Articles
of Incorporation; provided, that the corporation shall
not conduct any business, promote any purpose, or
exercise any power or privilege within or without the
State of Maryland which, under the laws thereof, the
corporation may not lawfully conduct, promote, or
exercise.
THIRD: The post office address of the principal
office of the corporation within the State of Maryland,
and the name and address of the resident agent of the
corporation within the State of Maryland, is The Corpora-
tion Trust Incorporated, a Maryland corporation, 32 South
Street, Baltimore, Maryland 21202.
FOURTH: (1) The total number of shares of stock
which the corporation has authority to issue is four
hundred million (400,000,000) shares of Common Stock, all
of which are of a par value of one dollar ($1.00) each.
One hundred million (100,000,000) of the authorized
shares of Common Stock are classified as Class A Common
Stock, one hundred million (100,000,000) of the
authorized shares of Common Stock are classified as Class
B Common Stock, one hundred million (100,000,000) of the
authorized shares of Common Stock are classified as Class
C Common Stock, and one hundred million (100,000,000)
shares of the authorized shares of Common Stock are
classified as Class R Common Stock.
(2) The aggregate par value of all the authorized
shares of stock is four hundred million dollars
($400,000,000.00).
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the
minimum price or the consideration or minimum
consideration for, and to authorize the issuance of, the
shares of stock of the corporation and securities
convertible into shares of stock of the corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to classify or to re-
classify, as the case may be, any unissued shares of
stock of the corporation by setting or changing the
preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications
and terms or conditions of redemption of the stock.
(5) Subject to the power of the Board of Directors
to classify and reclassify unissued shares, the shares of
each class of stock of the corporation shall have the
following preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption:
(a) (i) All consideration received by the
corporation for the issuance or sale of shares
together with all income, earnings, profits and
proceeds thereof, shall irrevocably belong to such
class for all purposes, subject only to the rights
of creditors and to the effect of the conversion of
shares of any class of stock into another class of
stock of the corporation, and are herein referred to
as "assets belonging to" such class.
(ii) The assets belonging to such class
shall be charged with the liabilities of the
corporation in respect of such class and with
such class's share of the general liabilities
of the corporation, in the latter case in
proportion that the net asset value of such
class bears to the net asset value of all
classes. The determination of the Board of
Directors shall be conclusive as to the
allocation of liabilities, including accrued
expenses and reserves, to a class.
(iii) Dividends or distributions on shares
of each class, whether payable in stock or
cash, shall be paid only out of earnings,
surplus or other assets belonging to such
class.
(iv) In the event of the liquidation or
dissolution of the corporation, stockholders of
each class shall be entitled to receive, as a
class, out of the assets of the corporation
available for distribution to stockholders, the
assets belonging to such class and the assets
so distributable to the stockholders of such
class shall be distributed among such
stockholders in proportion to the number of
shares of such class held by them.
(b) A class may be invested with one or more
other classes in a common investment portfolio.
Notwithstanding the provisions of paragraph (5)(a)
of this Article FOURTH, if two or more classes are
invested in a common investment portfolio, the
shares of each such class of stock of the
corporation shall be subject to the following
preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of
redemption, and, if there are other classes of stock
invested in a different investment portfolio, shall
also be subject to the provisions of paragraph
(5)(a) of this Article FOURTH at the portfolio level
as if the classes invested in the common investment
portfolio were one class:
(i) The income and expenses of the
investment portfolio shall be allocated among
the classes invested in the investment
portfolio in accordance with the number of
shares outstanding of each such class or as
otherwise determined by the Board of Directors.
(ii) As more fully set forth in this
paragraph (5)(b) of Article FOURTH, the
liabilities and expenses of the classes
invested in the same investment portfolio shall
be determined separately from those of each
other and, accordingly, the net asset value,
the dividends and distributions payable to
holders, and the amounts distributable in the
event of liquidation of the corporation to
holders of shares of the corporation's stock
may vary from class to class invested in the
same investment portfolio. Except for these
differences and certain other differences set
forth in this paragraph (5) of Article FOURTH
or elsewhere in these Articles of
Incorporation, the classes invested in the same
investment portfolio shall have the same
preferences, conversion and other rights,
voting powers, restrictions, limitations as to
dividends, qualifications and terms and
conditions of redemption.
(iii) The dividends and distributions of
investment income and capital gains with
respect to the classes invested in the same
investment portfolio shall be in such amounts
as may be declared from time to time by the
Board of Directors, and such dividends and
distributions may vary among the classes
invested in the same investment portfolio to
reflect differing allocations of the expenses
of the corporation among the classes and any
resultant differences between the net asset
values per share of the classes, to such extent
and for such purposes as the Board of Directors
may deem appropriate. The allocation of
investment income, capital gains, expenses and
liabilities of the corporation among the
classes shall be determined by the Board of
Directors in a manner that is consistent with
applicable law.
(c) Except as set forth below, on each matter
submitted to a vote of the stockholders, each holder
of a share of stock shall be entitled to one vote
for each share standing in his name on the books of
the corporation irrespective of the class thereof.
All holders of shares of stock shall vote as a
single class except as may otherwise be required by
law pursuant to any applicable order, rule or
interpretation issued by the Securities and Exchange
Commission, or otherwise, or except with respect to
any matter which affects only one or more classes of
stock, in which case only the holders of shares of
the class or classes affected shall be entitled to
vote.
(d) The proceeds of the redemption of the
shares of any class of stock of the corporation may
be reduced by the amount of any contingent deferred
sales charge or other charge (which charges may vary
within and among the classes) payable on such
redemption pursuant to the terms of issuance of such
shares, all in accordance with the Investment
Company Act of 1940, as amended, and applicable
rules and regulations of the National Association of
Securities Dealers, Inc. ("NASD").
(e) At such times as may be determined by the
Board of Directors (or with the authorization of the
Board of Directors, by the officers of the
corporation) in accordance with the Investment
Company Act of 1940, as amended, applicable rules
and regulations thereunder and applicable rules and
regulations of the NASD and reflected in the
corporation's current registration statement, shares
of a particular class of stock of the corporation
may be automatically converted into shares of
another class of stock of the corporation based on
the relative net asset values of such classes at the
time of conversion, subject, however, to any
conditions of conversion that may be imposed by the
Board of Directors (or with the authorization of the
Board of Directors, by the officers of the
corporation) and reflected in the corporation's
current registration statement as aforesaid.
Except as provided above, all provisions of the Articles
of Incorporation relating to stock of the corporation
shall apply to shares of, and to the holders of, all
classes of stock.
(6) Notwithstanding any provisions of the Maryland
General Corporation Law requiring a greater proportion
than a majority of the votes of stockholders entitled to
be cast in order to take or authorize any action, any
such action may be taken or authorized upon the
concurrence of a majority of the aggregate number of
votes entitled to be cast thereon.
(7) The presence in person or by proxy of the
holders of one-third of the shares of stock of the
corporation entitled to vote (without regard to class)
shall constitute a quorum at any meeting of the
stockholders, except with respect to any matter which,
under applicable statutes or regulatory requirements,
requires approval by a separate vote of one or more
classes of stock, in which case the presence in person or
by proxy of the holders of one-third of the shares of
stock of each class required to vote as a class on the
matter shall constitute a quorum.
(8) The corporation may issue shares of Common
Stock in fractional denominations to the same extent as
its whole shares, and shares in fractional denominations
shall be shares of Common Stock having proportionately to
the respective fractions represented thereby all the
rights of whole shares, including, without limitation,
the right to vote, the right to receive dividends and
distributions and the right to participate upon
liquidation of the corporation.
(9) All shares of the Common Stock of the
corporation now or hereafter authorized shall be "subject
to redemption" and "redeemable", in the sense used in the
general laws of the State of Maryland authorizing the
formation of corporations, at the redemption or purchase
price for any such shares, determined in the manner set
out in these Articles of Incorporation or in any
amendment thereto; provided, however, that the
corporation shall have the right, at its option, to
refuse to redeem the shares of stock at less than the par
value thereof. In the absence of any specification as to
the purpose for which shares of the Common Stock of the
corporation are repurchased by it, all shares so
repurchased shall be deemed to be "purchased for
retirement" in the sense contemplated by the laws of the
State of Maryland and the number of the authorized shares
of the Common Stock of the corporation shall not be
reduced by the number of any shares repurchased by it.
(10) No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe
for, purchase, or otherwise acquire any shares of any
class which the corporation proposes to issue, or any
rights or options which the corporation proposes to grant
for the purchase of shares of any class or for the
purchase of any shares, bonds, securities, or obligations
of the corporation which are convertible into or
exchangeable for, or which carry any rights to subscribe
for, purchase, or otherwise acquire shares of any class
of the corporation; and any and all of such shares,
bonds, securities or obligations of the corporation,
whether now or hereafter authorized or created, may be
issued, or may be reissued or transferred if the same
have been reacquired and have treasury status, and any
and all of such rights and options may be granted by the
Board of Directors to such persons, firms, corporations
and associations, and for such lawful consideration, and
on such terms, as the Board of Directors in its
discretion may determine, without first offering the
same, or any thereof, to any said holder.
FIFTH: (1) The number of directors of the
corporation, until such number shall be increased or
decreased pursuant to the by-laws of the corporation, is
ten. The number of directors shall never be less than
the minimum number prescribed by the Maryland General
Corporation Law.
(2) The names of the persons who shall act as
directors of the corporation until his or her successor
or successors are duly chosen and qualify are as follows:
Joseph S. DiMartino Rosalind Gersten Jacobs
David P. Feldman Irving Kristol
John M. Fraser, Jr. Dr. Paul A. Marks
Robert R. Glauber Dr. Martin Peretz
James F. Henry Bert W. Wasserman
(3) The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting
or by their informal written action, as the case may be.
Thereafter, the power to make, alter, and repeal the by-
laws of the corporation shall be vested in the Board of
Directors of the corporation.
(4) Any determination made in good faith and, so
far as accounting matters are involved, in accordance
with generally accepted accounting principles by or
pursuant to the direction of the Board of Directors, as
to the amount of the assets, debts, obligations, or
liabilities of the corporation or belonging to, or
attributable to any class of shares of the corporation,
as to the amount of any reserves or charges set up and
the propriety thereof, as to the time of or purpose for
creating such reserves or charges, as to the use,
alteration or cancellation of any reserves or charges
(whether or not any debt, obligation or liability for
which such reserves or charges shall have been created
shall have been paid or discharged or shall be then or
thereafter required to be paid or discharged), as to the
price or closing bid or asked price of any investment
owned or held by the corporation, as to the market value
of any investment or fair value of any other asset of the
corporation, as to the number of shares of the
corporation outstanding, as to the estimated expense to
the corporation in connection with purchases of its
shares, as to the ability to liquidate investments in
orderly fashion, as to the extent to which it is
practicable to deliver a cross-section of the portfolio
of the corporation in payment for any such shares, or as
to any other matters relating to the issue, sale,
purchase and/or other acquisition or disposition of
investments or shares of the corporation, shall be final
and conclusive, and shall be binding upon the corporation
and all holders of its shares, past, present and future,
and shares of the corporation are issued and sold on the
condition and understanding, evidenced by acceptance of
certificates for such shares, that any and all such
determinations shall be binding as aforesaid.
SIXTH: (1) To the fullest extent that limitations
on the liability of directors and officers are permitted
by the Maryland General Corporation Law, no director or
officer of the corporation shall have any liability to
the corporation or its stockholders for money damages.
This limitation on liability applies to events occurring
at the time a person serves as a director or officer of
the corporation whether or not such person is a director
or officer at the time of any proceeding in which
liability is asserted.
(2) The corporation shall indemnify and advance
expenses to its currently acting and its former directors
to the fullest extent that indemnification of directors
and advancement of expenses to directors is permitted by
the Maryland General Corporation Law. The corporation
shall indemnify and advance expenses to its officers to
the same extent as its directors and to such further
extent as is consistent with law. The board of directors
may, through a by-law, resolution or agreement, make
further provisions for indemnification of directors,
officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(3) No provision of this Article SIXTH shall be
effective to protect or purport to protect any director
or officer of the corporation against any liability to
the corporation or its stockholders to which he would
otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
(4) References to the Maryland General Corporation
Law in this Article SIXTH are to the law as from time to
time amended. No amendment to the Articles of
Incorporation of the corporation shall affect any right
of any person under this Article SIXTH based on any
event, omission or proceeding prior to such amendment.
SEVENTH: (1) Any holder of shares of stock of the
corporation shall be entitled to require the corporation
to redeem and the corporation shall be obligated to
redeem at the option of such holder all or any part of
the shares of the corporation owned by said holder, at
the redemption price, pursuant to the method, upon the
terms and subject to the conditions hereinafter set
forth:
(a) Certificates for shares of stock
shall be presented for redemption in proper form for
transfer to the corporation or the agent of the
corporation appointed for such purpose, together
with a written request that the corporation redeem
all or any part of the shares represented thereby.
(b) The redemption price per share shall
be the net asset value per share determined at such
time or times as the Board of Directors of the
corporation shall designate in accordance with any
provision of the Investment Company Act of 1940, as
amended, any rule or regulation thereunder or
exemption or exception therefrom, or any rule or
regulation made or adopted by any securities
association registered under the Securities Exchange
Act of 1934.
(c) Net asset value per share of a class
shall be determined by dividing:
(i) The total value of the assets
belonging to such class or, in the case of a
class invested in a common investment portfolio
with other classes, such class's proportionate
share of the total value of the assets
belonging to the common investment portfolio,
such value determined as provided in Subsec-
tion (d) below less, to the extent determined
by or pursuant to the direction of the Board of
Directors in accordance with generally accepted
accounting principles, all debts, obligations
and liabilities of such class (which debts,
obligations and liabilities shall include,
without limitation of the generality of the
foregoing, any and all debts, obligations,
liabilities, or claims, of any and every kind
and nature, fixed, accrued and otherwise,
including the estimated accrued expenses of
management and supervision, and any reserves or
charges for any or all of the foregoing,
whether for taxes, expenses, contingencies or
otherwise, and the price of capital stock
redeemed but not paid for) but excluding such
class' liability upon its shares and its
surplus, by
(ii) The total number of shares of such
class outstanding.
The Board of Directors is empowered, in its
absolute discretion, to establish other methods for
determining such net asset value whenever such other
methods are deemed by it to be necessary in order to
enable the corporation to comply with, or are deemed
by it to be desirable provided they are not
inconsistent with, any provision of the Investment
Company Act of 1940, as amended, or any rule or
regulation thereunder.
(d) In determining for the purposes of
these Articles of Incorporation the total value of
the assets of the corporation at any time,
investments and any other assets of the corporation
shall be valued in such manner as may be determined
from time to time by the Board of Directors.
(e) Payment of the redemption price by
the corporation may be made either in cash or in
securities or other assets at the time owned by the
corporation or partly in cash and partly in
securities or other assets at the time owned by the
corporation. The value of any part of such payment
to be made in securities or other assets of the
corporation shall be the value employed in
determining the redemption price. Payment of the
redemption price shall be made on or before the
seventh day following the day on which the shares
are properly presented for redemption hereunder,
except that delivery of any securities included in
any such payment shall be made as promptly as any
necessary transfers on the books of the issuers
whose securities are to be delivered may be made,
and, except as postponement of the date of payment
may be permissible under the Investment Company Act
of 1940, and the rules and regulations thereunder.
The corporation, pursuant to resolution of the
Board of Directors, may deduct from the payment made
for any shares redeemed a liquidating charge not in
excess of one percent (1%) of the redemption price
of the shares so redeemed, and the Board of Direc-
tors may alter or suspend any such liquidating
charge from time to time.
(f) Redemption of shares of stock by the
corporation is conditional upon the corporation
having funds or property legally available therefor.
(2) The corporation, either directly or through an
agent, may repurchase its shares, out of funds legally
available therefor, upon such terms and conditions and
for such consideration as the Board of Directors shall
deem advisable, by agreement with the owner at a price
not exceeding the net asset value per share as determined
by the corporation at such time or times as the Board of
Directors of the corporation shall designate, less a
liquidating charge not to exceed one percent (1%) of such
net asset value, if and as fixed by resolution of the
Board of Directors of the corporation from time to time,
and take all other steps deemed necessary or advisable in
connection therewith.
(3) The obligations set forth in this Article
SEVENTH may be suspended or postponed as may be
permissible under the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.
EIGHTH: From time to time any of the provisions of
the Charter of the corporation may be amended, altered or
repealed, including amendments which alter the contract
rights as expressly set forth in the Charter of any class
of stock outstanding, and other provisions authorized by
the Maryland General Corporation Law at the time in force
may be added or inserted in the manner and at the time
prescribed by said Law, and all contracts and rights at
any time conferred upon the stockholders of the
corporation by its Charter are granted subject to the
provisions of this Article and the reservation of the
right to amend the Charter herein contained.
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EXHIBIT B
EXISTING CHARTER OF PREMIER CAPITAL GROWTH FUND, INC.
FIRST: (1) The name, including the full given name
and the surname, of the incorporator is Daniel C.
Maclean.
(2) The said incorporator's post office address,
including the street and number, if any, including the
city or county, and including the state and country, is
200 Park Avenue, New York, New York 10166.
(3) The said incorporator is at least eighteen
years of age.
(4) The said incorporator is forming the
corporation named in these Articles of Incorporation
under the general laws of the State of Maryland.
SECOND: The name of the corporation (hereinafter
called the "corporation") is Premier Capital Growth Fund,
Inc.
THIRD: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the
business of an investment company.
(b) to subscribe for, invest in, reinvest in,
purchase or otherwise acquire, purchase on margin,
own, hold, pledge, sell, assign, transfer, effect
short sales of, exchange, distribute or otherwise
dispose of, securities of every nature, kind,
character, type and form, including without
limitation of the generality of the foregoing, all
types of stocks, shares, bounds, debentures,
obligations, notes, evidences of interest, evidence
of indebtedness, certificates of interest,
certificates of participation, certificates of
deposit, certificates, interests, evidences of
ownership, guarantees, warrants or options, issued
or created by any and all corporations,
associations, trusts, entities or persons, public or
private, whether incorporated, created, established
or organized under the laws of the United States of
America, any of the States of the United States of
America, or any territory or district or colony or
possession thereof, or under the laws of any foreign
country, and including domestic and foreign
government and municipal securities and obligations,
bank acceptances, commercial paper and secured call
loans; to pay for the same in cash or by the issue
of stock, including treasury stock, bonds or notes
of the corporation or otherwise; and to exercise any
and all of the rights, powers and privileges of
ownership or interest in respect of any and all such
securities of every kind and description, including,
without limitation, the right to vote thereon and to
consent and otherwise act with respect thereto, with
power to designate one or more persons, firms,
associations or corporations to exercise any said
rights, powers and privileges in respect of any said
securities.
(c) to borrow money or otherwise obtain credit
and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the
corporation, and to endorse, guarantee or undertake
the performance of any obligation, contract or
engagement of any other person, firm, association or
corporation.
(d) to issue, sell, repurchase, redeem,
retire, cancel, acquire, hold, resell, reissue,
dispose of, transfer, and otherwise deal in, shares
of Common Stock of the corporation, including shares
of Common Stock of the corporation in fractional
denominations, and to apply to any such repurchase,
redemption, retirement, cancellation or acquisition
of shares of Common Stock of the corporation any
funds or property of the corporation whether capital
or surplus or otherwise, to the full extent now or
hereafter permitted by the laws of the State of
Maryland.
(e) to conduct its business, promote its
purposes, and carry on its operations in any and all
of its branches and maintain offices both within and
without the State of Maryland, in any and all States
of the United States of America, in the District of
Columbia, and in any or all commonwealths,
territories, dependencies, colonies, possessions,
agencies, or instrumentalities of the United States
of America and of foreign governments.
(f) to do all and everything necessary,
suitable, convenient, or proper for the conduct,
promotion, and attainment of any of the business and
purposes herein specified or which at any time may
be incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such
business and purposes and which might be engaged in
or carried on by a corporation incorporated or
organized under the General Corporation Law of the
State of Maryland, and to have and exercise all of
the powers conferred by the laws of the State of
Maryland upon corporations incorporated or organized
under the General Corporation law of the State of
Maryland.
The foregoing provisions of this Article THIRD shall
be construed both as purposes and powers and each as an
independent purpose and power. The foregoing enumeration
of specific purposes and powers shall not be held to
limit or restrict in any manner the purposes and powers
of the corporation, and the purposes and powers herein
specified shall, except when otherwise provided in this
Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any
provision of this or any other Article of these Articles
of Incorporation; provided, that the corporation shall
not conduct any business, promote any purpose, or
exercise any power or privilege within or without the
State of Maryland which, under the laws thereof, the
corporation may not lawfully conduct, promote, or
exercise.
FOURTH: The post office address, including street
and number, if any, and the city or county, of the
principal office of the corporation within the State of
Maryland, is c/o The Corporation Trust Incorporated, a
Maryland corporation, 32 South Street, Baltimore,
Maryland 21202. The words "principal office" as used
herein shall have the meaning ascribed to them by the
General Corporation Law.
The name and the post office address, including
street and number, if any, and the city or county, of the
resident agent of the corporation within the State of
Maryland, are c/o The Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland 21202. The words
"resident agent" as used herein shall have the meaning
ascribed to them by the General Corporation Law. The
said resident agent is a corporation of the State of
Maryland.
FIFTH: (1) The total number of shares of stock
which the corporation has authority to issue is one
hundred million (100,000,000) all of which are of a par
value of one dollar ($1.00) each and are designated as
Common Stock.
(2) The aggregate par value of all the authorized
shares of stock is one hundred million dollars
($100,000,000).
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the
minimum price or the consideration or minimum
consideration for, and to issue the shares of stock of
the corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to classify or to
reclassify, as the case may be, any unissued shares of
stock of the corporation.
(5) Notwithstanding any provision of the General
Corporation Law requiring a greater proportion than a
majority of the votes entitled to be cast in order to
take or authorize any action, any such action may be
taken or authorized upon the concurrence of at least a
majority of the aggregate number of votes entitled to be
cast thereon.
(6) The corporation may issue shares of its Common
Stock in fractional denominations to the same extent as
its whole shares, and shares in fractional denominations
shall be shares of Common Stock having proportionately to
the respective fractions represented thereby all the
rights of whole shares, including, without limitation,
the right to vote, the right to receive dividends and
distributions, and the right to participate upon
liquidation of this corporation.
(7) All shares of the Common Stock of the
corporation now or hereafter authorized shall be "subject
to redemption" and "redeemable", in the sense used in the
general laws of the State of Maryland authorizing the
formation of corporations, at the redemption or purchase
price for any such shares, determined in the manner set
out in these Articles of Incorporation or in any
amendment thereto; provided, however, that the
corporation shall have the right, at its option, to
refuse to redeem the shares of stock at less than the par
value thereof. In the absence of any specification as to
the purpose for which shares of the Common Stock of the
corporation are repurchased by it, all shares so
repurchased shall be deemed to be "purchased for
retirement" in the sense contemplated by the laws of the
State of Maryland and the number of the authorized shares
of the Common Stock of the corporation shall not be
reduced by the number of any shares repurchased by it.
(8) No holder of any of the shares of any class of
the corporation shall be entitled as of right to
subscribe for, purchase, or otherwise acquire any shares
of any class of the corporation which the corporation
proposes to issue or any rights or options which the
corporation proposes to grant for the purchase of shares
of any class of the corporation or for the purchase of
any shares, bonds, securities, or obligations of the
corporation which are convertible into or exchangeable
for, or which carry any rights to subscribe for,
purchase, or otherwise acquire shares of any class of the
corporation; and any and all of such shares, bonds,
securities or obligations of the corporation, whether now
or hereafter authorized or created, may be issued, or may
be reissued or transferred if the same have been
reacquired and have treasury status, and any and all of
such rights and options may be granted by the Board of
Directors to such persons, firms, corporations and
associations, and for such lawful consideration, and on
such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any
thereof, to any said holder.
SIXTH: (1) The number of directors of the
corporation, until such number shall be increased or
decreased pursuant to the by-laws of the corporation, is
five. The number of directors shall never less than the
number prescribed by the General Corporation Law.
(2) The names of the persons who shall act as
directors of the corporation until the first annual
meeting or until their successors are duly chosen and
qualify are as follows:
John M. Fraser, Jr. Martin Peretz
James F. Henry Peter A. Vlachos
Kenneth J. Oberman
(3) the initial by-laws of the corporation shall be
adopted by the Board of Directors at their organization
meeting or by their informal written action, as the case
may be. Thereafter, the power to make, alter, and repeal
the by-laws of the corporation shall be vested in the
Board of Directors of the corporation.
(4) Any determination made in good faith and, so
far as accounting matters are involved, in accordance
with generally accepted accounting principles by or
pursuant to the direction of the Board of Directors, as
to the amount of the assets, debts, obligations, or
liabilities of the corporation, as to the amount of any
reserves or charges set up and the propriety thereof, as
to the time of or purpose for creating such reserves or
charges, as to the use, alteration or cancellation of any
reserves or charges (whether or not any debt, obligation
or liability for which such reserves or charges shall
have been created shall have been paid or discharged or
shall be then or thereafter required to be paid or
discharged), as to the price or closing bid or asked
price of any investment owned or held by the corporation,
as to the market value of any investment or fair value of
any other asset of the corporation, as to the number of
shares of the corporation outstanding, as to the
estimated expense to the corporation in connection with
purchases of its shares, as to the ability to liquidate
investments in orderly fashion, as to the extent to which
it is practicable to deliver a cross-section of the
portfolio of the corporation in payment for any such
shares, or as to any other matters relating to the issue,
sale, purchase and/or other acquisition or disposition of
investments or shares of the corporation, shall be final
and conclusive, and shall be binding upon the corporation
and all holders of its shares, past, present and future,
and shares of the corporation are issued and sold on the
condition and understanding, evidenced by acceptance of
certificates for such shares, that any and all such
determinations shall be binding as aforesaid.
SEVENTH: (1) The corporation shall indemnify any
person who was or is a party or is threatened to be made
a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by
or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee, or agent
of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture,
trust, or other enterprise. The indemnification shall be
against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with the action,
suit, or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The
termination of any action, suit, or preceding by
judgement, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(2) The corporation shall indemnify any person who
was or is a party or is threatened to be made a party to
any threatened, pending, or completed action or suit by
or in the right of the corporation to procure a judgement
in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation,
or is or was serving at the request of the corporation as
a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise. The indemnification shall be against
expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense
or settlement of the action or suit if he acted in good
faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation;
except that no indemnification shall be made in respect
of any claim, issue, or matter as to which the person has
been adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation, unless
and only to the extent that the court in which the action
or suit was brought, or a court of equity in the county
in which the corporation has its principal office,
determines upon application that, despite the
adjudication of liability but in view of all
circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses which
the court shall deem proper.
(3) Unless otherwise expressly provided in these
Articles of Incorporation, to the extent that a director,
officer, employee, or agent of a corporation of the State
has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in
subsection (1) or (2), or in defense of any claim, issue,
or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(4) Any indemnification under subsection (1) or (2)
(unless order by a court) shall be made by the
corporation only as authorized in the specific case upon
a determination that indemnification of the director,
officer, employee, or agent is proper in the
circumstances because he has met the applicable standard
of conduct set forth in subsection (1) or (2). The
determination shall be made (1) by the board of directors
by a majority vote of a quorum consisting of directors
who were not parties to the action, suit, or proceeding,
or (2) if a quorum is not obtainable, or, even if
obtainable a quorum or disinterested directors so
directs, by independent legal counsel in a written
opinion, or (3) by the stockholders in accordance with
the charter and by-laws of the corporation.
(5) Expenses (including attorneys' fees) incurred
in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of
the final disposition thereof if authorized in the
specific case by a preliminary determination following
one of the procedures set forth in the second sentence of
subsection (4) that there is a reasonable basis for a
belief that the director, officer, employee or agent met
the applicable standard of conduct set forth in
subsection (1) or (2), upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent
reasonably assuring that such amount will be repaid
unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as
authorized in this section.
(6) The indemnification provided by this section
shall not be deemed exclusive of any other rights to
which a person may be entitled under any by-law,
agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official
capacity and as to action in another capacity while
holding the office, and shall continue as to a person who
has ceased to be a director, officer, employee, or agent
and inure to the benefit of the heirs, executors, and
administrators of the person.
(7) The corporation shall have power to purchase
and maintain insurance on behalf of any person who is or
was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust,
or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the
corporation would have the power to indemnify him against
the liability under the provisions of this section.
(8) For the purposes of this section, references to
"the corporation" include any constituent corporation
(including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate
existence had continued, would have had power and
authority to indemnify its directors, officers, employees
or agents as well as the resulting or surviving
corporation; so that any person who is or was a director,
officer, employee or agent of such a constituent
corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the
same position under the provisions of this section with
respect to the resulting or surviving corporation as he
would have with respect to such a constituent corporation
if its separate existence had continued.
(9) Anything herein contained to the contrary
notwithstanding, no officer or director of the
corporation shall be indemnified for any liability to the
registrant or its security holders to which he would
otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
EIGHTH: Any holder of shares of Common Stock of the
corporation shall be entitled to require the corporation
to repurchase and the corporation shall be obligated to
repurchase at the option of such holder all or any part
of the shares of Common Stock of the corporation owned by
said holder, at the repurchase price, pursuant to the
method, upon the terms and subject to the conditions
hereinafter set forth:
(a) Certificates for shares of Common Stock
shall be presented for repurchase in proper form for
transfer to the corporation or the agent of the
corporation appointed for such purpose, together
with a written request that the corporation
repurchase all or any part of the shares represented
thereby.
(b) The repurchase price per share shall be
the net asset value per share as determined by the
corporation at such time or times as the Board of
Directors of the corporation shall designate, but
not later than as at the close of the New York Stock
Exchange on the Bank business day next succeeding
the time of presentation of certificates for shares,
or an appropriate request for repurchase where
certificates for shares have not been issued, or in
accordance with any provision of the Investment
Company Act of 1940, any rule or regulation
thereunder, or any rule or regulation made or
adopted by any securities association registered
under the Securities Exchange Act of 1934, as
determined by the Board of Directors of the
corporation.
(c) Net asset value shall be determined by
dividing:
(i) The total value of the assets of the
corporation determined as provided in Section
(d) below less, to the extent determined by or
pursuant to the direction of the Board of
Directors in accordance with generally accepted
accounting principles, all debts, obligations
and liabilities of the corporation (which
debts, obligations and liabilities shall
include, without limitation of the generality
of the foregoing, any and all debts,
obligations, liabilities, or claims, of any and
every kind and nature, fixed, accrued,
unmatured or contingent, including the
estimated accrued expense of management and
supervision, and any reserves or charges for
any or all of the foregoing, whether for taxes,
expenses, contingencies, or otherwise, and the
price of capital stock redeemed but not paid
for) but excluding the corporation's liability
upon its shares and its surplus, by:
(ii) The total number of shares of the
corporation outstanding. (Shares sold by the
corporation whether or not paid for shall be
treated as outstanding and shares purchased or
redeemed by the corporation whether or not paid
for and treasury shares shall be treated as not
outstanding, provided, that the Board of
Directors may determine whether shares sold or
redeemed on the date of computation shall be
included.)
The Board of Directors is empowered, in
its absolute discretion, to establish other
methods for determining such net asset value
whenever such other methods are deemed by it to
be necessary in order to enable the corporation
to comply with, or are deemed by it to be
desirable provided they are not inconsistent
with, any provision of the Investment Company
Act of 1940 or any rule or regulation
thereunder, including any rule or regulation
made or adopted pursuant to Section 22 of the
Investment Company Act of 1940 by the
Securities and Exchange Commission or any
securities association registered under the
Securities Exchange Act of 1934.
(d) In determining for the purposes of this
Certificate of Incorporation the total value of the
assets of the corporation at any time, securities
shall be taken at their market value and all other
assets at fair value, determined as follows:
(i) The market value of each security
that shall be listed or traded in on the New
York Stock Exchange or the American Stock
Exchange shall be determined by the price of
the last reported sale of such security,
ascertained by any method which may be selected
by or under the direction of the Board of
Directors, on either of said exchanges on the
date as of which such market value is being
determined. In case there has been no such
sale of such security on such date, then such
market value shall be fixed by or pursuant to
the authorization of the Board of Directors,
but at not less than the last bid price or more
than the last asked price, if any, on either of
such exchanges for such security on such date,
so ascertained.
(ii) The market value of each security
that shall not be listed or traded in on the
New York Stock Exchange or the American Stock
Exchange shall be determined by any quotation
or method approved by or pursuant to the
direction of the Board of Directors.
(iii) Dividends declared but not yet
received and rights in respect of securities
quoted ex-dividend or ex-rights shall be
included at the fair value thereof as
determined by or pursuant to the direction of
the Board of Directors, which may, but need not
be, the fair value so determined on the day the
particular securities are first quoted ex-
dividend or ex-rights.
(iv) The fair value of any other assets
of the corporation (or the value of any of the
assets mentioned in paragraphs (i), (ii) or
(iii) in situations not covered thereby or in
the event of the closing of the New York Stock
Exchange or any other happening determined by
the Board of Directors in their discretion to
make other methods of valuation advisable)
shall be determined in accordance with
generally accepted accounting principles in
such manner as may be approved from time to
time by or pursuant to the direction of the
Board of Directors.
(v) The net price of capital stock
subscribed but not paid for shall be deemed to
be an asset of the corporation.
(e) Payment of the repurchase price by the
corporation may be made either in cash or in
securities or other assets at the time owned by the
corporation or partly in cash and partly in
securities or other assets at the time owned by the
corporation. The value of any part of such payment
to be made in securities or other assets of the
corporation shall be the value employed in
determining the repurchase price. Payment of the
repurchase price shall be made on or before the
seventh day following the day on which the shares
are properly presented for repurchase hereunder,
except that delivery of any securities included in
any such payment shall be made as promptly as any
necessary transfers on the books of the issuers
whose securities are to be delivered may be made,
and, except as postponement of the date of payment
may be permissible under the Investment Company Act
of 1940, and the Rules and Regulations thereunder.
The corporation, pursuant to resolution of the
Board of Directors, may deduct from the payment made
for any shares repurchased a liquidating charge not
in excess of one per cent (1%) of the repurchase
price of the shares so repurchased, and the Board of
Directors may alter or suspend any such liquidating
charge from time to time.
(f) The right of any holder of shares of
Common Stock repurchased by the corporation as
provided in this Article EIGHTH to receive dividends
or distributions thereon and all other rights of
such holder with respect to such shares shall
terminate at the time as of which the repurchase
price of such shares is determined, except the right
of such holder to receive (i) the repurchase price
of such shares from the corporation in accordance
with the provisions hereof, and (ii) any dividend or
distribution to which such holder had previously
become entitled as the record holder of such shares
on the record date for such dividend or
distribution.
(g) Repurchase of shares of Common Stock by
the corporation is conditional upon the corporation
having funds or property legally available therefor.
(h) The corporation, either directly or
through an agent, may repurchase its shares, out of
funds legally available therefor, upon such terms
and conditions and for such consideration as the
Board of Directors shall deem advisable, by
agreement with the owner at a price not exceeding
the net asset value per share as determined by the
corporation at such time or times as the Board of
Directors of the corporation shall designate, but
not later than as at the close of the New York Stock
Exchange on the Bank business day next succeeding
the time when the purchase or contract to purchase
is made, and to take all other steps deemed
necessary or advisable in connection therewith, less
a charge not to exceed one per cent (1%) of such net
asset value, if and as fixed by resolution of the
Board of Directors of the corporation from time to
time.
(i) The obligations set forth in this Article
EIGHTH may be suspended or postponed, (1) for any
period (a) during which the New York Stock Exchange
is closed other than customary week-end and holiday
closings or (b) during which trading on the New York
Stock Exchange is restricted, (2) for any period
during which an emergency exists as a result of
which (a) the disposal by the corporation of
investments owned by it is not reasonably
practicable or (b) it is not reasonably practicable
for the corporation fairly to determine the value of
its net assets, or (3) for such other periods as the
Federal Securities and Exchange Commission or any
successor governmental authority may by order permit
for the protection of security holders of the
corporation.
NINTH: From time to time any of the provisions of
these Articles of Incorporation may be amended, altered
or repealed, and other provisions authorized by the
General Corporation Law at the time in force may be added
or inserted in the manner and at the time prescribed by
said Law, and all contracts and rights at any time
conferred upon the stockholders of the corporation by
these Articles of Incorporation are granted subject to
the provisions of this Article.
IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that
the adoption and signing are my act:
Dated: January 23, 1974
/s/ Daniel C. Maclean
Daniel C. Maclean, Incorporator
Amended: February 28, 1978
Amended: June 16, 1995
<PAGE>
PRELIMINARY COPY
PREMIER CAPITAL GROWTH FUND, INC.
The undersigned stockholder of Premier Capital Growth Fund,
Inc. hereby appoints ___________________ and ________________ and
each of them, the attorneys and proxies of the undersigned, with
full power of substitution, to vote, as indicated herein, all of
the shares of common stock of Premier Capital Growth Fund, Inc.
standing in the name of the undersigned at the close of business
on October 6, 1995 at a Special Meeting of Stockholders to be
held at the offices of The Dreyfus Corporation, 200 Park Avenue,
7th Floor West, New York, New York, at 10:00 a.m. on Wednesday,
November 29, 1995, and at any and all adjournments thereof, with
all of the powers the undersigned would possess if then and there
personally present and especially (but without limiting the
general authorization and power hereby given) to vote as
indicated on the proposal, as more fully described in the Proxy
Statement for the meeting.
Please mark boxes in blue or black ink.
1. To approve an Amendment and Restatement of the Fund's
Charter:
____ ____ ____
/___/ FOR /___/ AGAINST /___/ ABSTAIN
2. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting,
or any adjournment(s) thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE
VOTED FOR THE ABOVE PROPOSAL UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or
names appearing on this proxy. If shares are
held jointly, each holder should sign. If
signing is by attorney, executor, administra-
tor, trustee or guardian, please give full
title.
Dated: _________________, 1995
Signature(s)
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
