SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
o Preliminary information statement o Confidential, for use of the
for use of the Commission
only (as permitted by
Rule 14c-5(d)(2))
x Definitive information statement
TEP FUND INC.
(Name of Company as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
o x No fee required.
o Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
o Fee paid previously with preliminary materials.
o 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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365952.1-ESS-08/31/98-11:39AM
TEP FUND, INC.
TEP FUND, INC.
780 Third Ave.
New York, New York 10017
Telephone (212) 421-6409
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 29, 1998
To the Shareholders of TEP FUND, INC.:
NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the "Meeting")
of TEP Fund, Inc., a New York corporation ("TEP"), will be held on
September 29, 1998, at 10:00 A.M. (local time) at 780 Third Avenue,
New York, New York 10017, C-2 level, for the following purposes:
1. To elect six directors to hold office until their respective successors
are elected and qualified.
2. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board of Directors of TEP has fixed the close of business on
August 24, 1998 as the record date for determining the shareholders of the TEP
entitled to notice of and to vote at the Meeting.
Your attention is directed to the attached Information Statement and to the
Semi-Annual Report of TEP for the six months ended May 31, 1998, which
previously has been sent to all TEP Shareholders.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
By Order of the Board of Directors.
s/Ethel Cooper
Ethel Cooper, Chairman of the Board and President
New York, New York
August 26, 1998
TEP FUND, INC
780 Third Avenue
New York, New York 10017
Telephone (212) 421-6409
INFORMATION STATEMENT
This Information Statement is provided to the shareholders of TEP Fund, Inc.,
a New York corporation ("TEP") in connection with a Special Meeting
(the "Meeting") of Shareholders, to be held on September 29, 1998, at
10:00 A.M.(local time) at 780 Third Avenue, New York, NY 10017,C-2 level.
This Information Statement is first being mailed to the shareholders of TEP
on or about August 28, 1998.
The presence of a majority of the outstanding Common Shares, entitled to vote
at the Meeting, will constitute a quorum for the transaction of business
at the Meeting.
Only shareholders of record at the close of business on August 24, 1998
(the "Record Date") are entitled to notice of and to vote at the Meeting.
On the Record Date, the outstanding voting securities of TEP consisted
of 627,459 common shares, par value $.10 per share (the "Common Shares").
Each Common Share entitles the holder thereof to one vote on the matter(s)
to be voted upon at the Meeting. Ethel Cooper, Alan S. Cooper, and
Martha Marsh have sole or shared ownership and voting power over
approximately 82% of the Common Shares.
The affirmative vote of the holders of a majority of the Common Shares voted
at the Meeting is required to approve the matters to be
considered at the Meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOUR ARE REQUESTED NOT TO SEND US A PROXY
ELECTION OF DIRECTORS
The Board of Directors currently consists of four directors.
On August 20, 1998 the Board increased the size of the Board to six directors.
The purpose of this Meeting is to elect the following six persons,
all of whom are incumbent directors, except for Mr. Kevin McGann
and Dr. Alan S. Cooper, as directors of TEP to hold office until their
respective successors have been elected and qualified: Ethel Cooper,
Charles Roden, Charles Marotta, Joel Levy, Kevin McGann
and Dr. Alan S. Cooper.
The following information is supplied with respect to each person nominated
and recommended to be elected by the Board of Directors of TEP based
upon the records of TEP and information furnished to it by the nominee.
Ethel Cooper, age 78, has served as a director of TEP since May 20, 1997.
She was elected Chairman and President of TEP on May 20, 1997 following
the death of her husband and TEP's previous Chairman and President,
Sol Cooper. Previously Ms. Cooper was a housewife. Ms. Cooper is a
principal shareholder of TEP and the mother of Dr. Alan S. Cooper and
Martha Marsh, who also are principal shareholders of TEP.
Charles Roden, age 59, has served as a director of TEP since September 4,
1988. Mr. Roden is a director and a Vice President and Secretary of
Josephthal & Co., a brokerage firm which he joined in 1976.
Charles C. Marotta, age 78, has served as a director of TEP since
November 19, 1982. Mr. Marotta retired in February of 1980 from Citibank
where he was Vice President in charge of the Textile and Apparel Industry.
Joel Levy, age 56, has served as a director of TEP since September 21, 1984.
Mr. Levy has been a Managing Director of CMLS Management LLC, an investment
firm, since April 1997. Prior to that he was a Managing Director at
Joel Levy/Peter M. Schutle LLC, an investment firm.
Kevin P. McGann, age 40, has served as TEP's Treasurer since May 19, 1988.
Since September 14, 1981, he has been a partner in Tabb, Conigliaro &
McGann, P.C. a public accounting firm.
Dr. Alan S. Cooper, age 53, has served as TEP's Secretary since May 19, 1988.
Since 1982, he has been self employed as a family physician. Dr. Cooper
is the son of Ethel Cooper and brother of Martha Marsh, who also are
principal shareholders of TEP.
Ethel Cooper, Dr. Alan S. Cooper and Martha Marsh, who individually
and as trustees, collectively control approximately 82% of TEP's
outstanding Common Shares, have agreed to vote in favor of the foregoing
nominees. Accordingly, these persons will be elected as directors.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 24, 1998, the number
of Common Shares beneficially owned by (i) each shareholder known to
TEP to own more than 5% of the Common Shares, (ii) each director, nominee
and executive officer, and
(iii) all directors and officers as a group (6 persons):
Name and Address Number of Common Shares Percentage of
Beneficially Owned Common Shares
Ethel Cooper(1) 388,140 61.9%
3100 S. Ocean Blvd.
Palm Beach, Florida 33480
Dr. Alan S. Cooper(1)(2)(3) 199,541 31.8%
3 Cedar Lane
Setauket, New York 11733
Martha Marsh(1)(2)(4) 209,655 33.4%
160 East 38th Street
New York, New York 10016
Charles Roden 589 *
c/o TEP Fund, Inc.
780 Third Avenue
New York, New York 10017
Charles C. Marotta 10 *
c/o TEP Fund, Inc.
780 Third Avenue
New York, New York 10017
Joel Levy 300 *
c/o TEP Fund, Inc.
780 Third Avenue
New York, New York 10017
Kevin McGann 200 *
c/o TEP Fund, Inc.
780 Third Avenue
New York, New York 10017
All directors and
officers as a group(6 persons) 520,969 83%
_____________________
* Less than 1%.
(1) Includes 115,746 shares of TEP held by the Sol Cooper Trust U/D/T 5/13/91
as Amended and restated 10/30/95 under which Ethel Cooper, Dr. Alan S. Cooper
and Martha Marsh share voting rights as co-trustees;
Ethel Cooper owns 172,394 shares in her own name and has a life interest
in 100,000 Common Shares. Dr. Alan S. Cooper and Martha Marsh hold the
remainder interest in these shares.
(2) Includes 44,875 shares of TEP held by the Sol Cooper Exempt Residuary Trust
of which Dr. Alan S. Cooper and Martha Marsh are co-trustees and does not
include the 100,000 Common Shares referred to in footnote (1).
(3) Includes 3,300 shares held as custodians for each of Andrew Cooper (1,100),
Laura Cooper (1,100) and Steven Cooper (1,100), Dr. Alan S. Cooper's
children of which he disclaims beneficial ownership.
(4) Includes 3,100 shares owned by Joseph Marsh, Martha Marsh's husband of
which she disclaims beneficial ownership.
BOARD MEETINGS AND FEES
During the fiscal year ended November 30, 1997, the Board of Directors
held two meetings. All of the directors attended both meetings. Each director
who is not an officer of TEP receives a semi-annual retainer of $1,000.
There are no committees of the Board of Directors.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the fiscal year ended November 30, 1997, TEP has not paid or accrued
any amount to be paid to the its directors and officers, except as described
under the caption "Board Meetings and Fees".
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Compliance with Section 16(a) of the Securities
and Exchange Act of 1934, as amended.
In May 1997, as a result of the death of Sol Cooper, Ethel Cooper was elected
as a director and officer of TEP and became a co-trustee of 115,746 shares
of TEP together with her children, Dr. Alan S. Cooper and Martha Marsh.
Dr. Alan S. Cooper and Martha Marsh also have been the co-trustees of an
additional 44,875 Common Shares since May 1997. Forms 4 were filed on
behalf of these beneficial shareholders on August 26, 1998.
INDEPENDENT PUBLIC ACCOUNTANTS
Pustorino, Puglisi & Co., LLP have been the independent public accountants
of TEP's financial statements for the fiscal year ended November 30, 1997.
TEP has re-appointed Pustorino, Puglisi & Co., LLP to serve as independent
public accountants for the fiscal year ending November 30, 1998.
Representatives of this firm will not attend the Meeting.
OTHER MATTERS
The Board of Directors knows of no other matters to come before the Meeting
other than the matters referred to in the Notice
of the Meeting of Shareholders.
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