SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
FIDUCIARY CAPITAL GROWTH FUND, INC.
(Name of Registrant as Specified in its Charter)
FIDUCIARY CAPITAL GROWTH FUND, INC.
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
[ ] 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 date of
its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
FIDUCIARY CAPITAL GROWTH FUND, INC.
225 East Mason Street
Milwaukee, Wisconsin 53202
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD January 27, 1998
To the Shareholders of Fiduciary Capital Growth Fund, Inc.
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of
FIDUCIARY CAPITAL GROWTH FUND, INC. (the "Fund") will be held at the
Milwaukee Athletic Club, 758 North Broadway, Milwaukee, Wisconsin, on
Tuesday, the 27th day of January, 1998, at 10:00 A.M. for the following
purposes:
1. To elect 6 directors to serve an indefinite term until
their respective successors are chosen and qualified (Proposal No.
1).
2. To consider and act upon a proposal to amend the Fund's
investment restriction concerning the amount of its total assets it
may invest in the securities of any one issuer and the percentage of
any one issuer's securities that it may purchase (Proposal No. 2).
3. To transact such other business with respect to the Fund as
may properly come before the meeting or any adjournments thereof.
Only shareholders of record of the Fund at the close of business
on December 10, 1997, the record date for this meeting, shall be entitled
to notice of and to vote at the meeting or any adjournments thereof.
YOUR VOTE IS IMPORTANT AND ALL SHAREHOLDERS ARE ASKED TO BE
PRESENT IN PERSON OR BY PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING IN
PERSON, WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
AT YOUR EARLIEST CONVENIENCE USING THE STAMPED ENVELOPE PROVIDED. SENDING
IN YOUR PROXY WILL NOT PREVENT YOU FROM PERSONALLY VOTING YOUR SHARES AT
THE MEETING SINCE YOU MAY REVOKE YOUR PROXY BY ADVISING THE SECRETARY OF
THE FUND IN WRITING (BY SUBSEQUENT PROXY OR OTHERWISE) OF SUCH REVOCATION
AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
DONALD S. WILSON
Secretary
Milwaukee, Wisconsin
December 22, 1997
<PAGE>
FIDUCIARY CAPITAL GROWTH FUND, INC.
225 East Mason Street
Milwaukee, Wisconsin 53202
PROXY STATEMENT
The enclosed proxy is being solicited by and on behalf of the
Board of Directors of Fiduciary Capital Growth Fund, Inc. (the "Fund") for
use at the Special Meeting of Shareholders to be held at the Milwaukee
Athletic Club, 758 North Broadway, Milwaukee, Wisconsin, on Tuesday, the
27th day of January, 1998 at 10:00 A.M. and at any adjournments thereof
(the "Meeting"), for the purposes set forth in the attached Notice of
Special Meeting of Shareholders. The Meeting could be adjourned if a
quorum does not exist or the Meeting is disrupted by fire or other
emergency. For purposes of any adjournment, proxies will be voted "FOR"
adjournment unless otherwise directed. A shareholder may otherwise direct
by writing anywhere on the enclosed proxy that the shareholder will vote
against any adjournments.
Whether you expect to be personally present at the Meeting or
not, please complete, sign, date and return the accompanying form of
proxy. Timely executed proxies will be voted as you instruct. If no
choice is indicated, proxies will be voted for the election of the
nominees for the Board of Directors of the Fund (Proposal No. 1), and for
the proposed amendment to an investment restriction of the Fund (Proposal
No. 2). Any shareholder giving a proxy has the power to revoke it at any
time before it is exercised by giving notice thereof to the Fund in
writing (by subsequent proxy or otherwise), but if not so revoked, the
shares represented by the proxy will be voted at the Meeting. Presence at
the Meeting of a shareholder who has signed a proxy does not in itself
revoke a proxy.
Proxies will be solicited by mail. In addition to solicitation
by mail, certain officers and employees of the Fund may solicit by
telephone, telegraph and personally. Such officers and employees will not
be specifically paid for these services. The cost of solicitation
including preparing, assembling and mailing the proxy material will be
borne by the Fund. The Notice of Special Meeting of Shareholders, this
Proxy Statement and the accompanying form of proxy are first being mailed
to shareholders of the Fund beginning on or about December 22, 1997.
The following proposals will be presented to the shareholders at
the Meeting:
Proposal No. 1 Election of Directors
Proposal No. 2 Approval of Amendment to an Investment
Restriction of the Fund
The record holder of each outstanding share of the Fund is
entitled to one vote on all matters submitted to shareholders of the Fund.
See "Vote Required" under each Proposal for information as to the required
vote on each Proposal.
Only shareholders of record of the Fund at the close of business
on December 10, 1997, will be entitled to notice of and to vote at the
Meeting. On that date, there were 2,285,676 issued and outstanding shares
of the Fund.
As of December 10, 1997, the number of shares owned by (i) the
nominees for director and (ii) the only shareholders of the Fund, who to
the Fund's knowledge owned more than 5% of the outstanding securities of
the Fund were as set forth below:
Amount and Nature of Beneficial Ownership
Percent
Name and Address of Sole Shared of
Beneficial Owner Power Power Aggregate Class
Ted D. Kellner
225 East Mason Street
Milwaukee, WI 53202 64,682 505,037* 569,719* 24.93%*
Donald S. Wilson
225 East Mason Street
Milwaukee, WI 53202 736 463,951* 464,687* 20.33%*
Resource Trust Company
900 Second Avenue South
Minneapolis, MN 55402 179,573 179,573 7.86%
Barry K. Allen
c/o Fiduciary Management, Inc.
225 East Mason Street
Milwaukee, WI 53202 -0- -0- -0- -0-
George D. Dalton
255 Fiserv Drive
Brookfield, WI 53045 -0- -0- -0- -0-
Patrick J. English
225 East Mason Street
Milwaukee, WI 53202 14,101 -0- 14,101 **
Thomas W. Mount
c/o Fiduciary Management, Inc.
225 East Mason Street
Milwaukee, WI 53202 -0- -0- -0 -0-
Directors (including nominees)
and Executive Officers as a
Group (7 persons) 585,373* 25.61%*
__________________
* Includes 463,951 shares owned by Fiduciary Management, Inc.,
retirement plans of Fiduciary Management, Inc. and clients of
Fiduciary Management, Inc. for whom Fiduciary Management, Inc.
exercises investment discretion. Messrs. Kellner and Wilson share
the power to vote and dispose of the same 463,951 shares.
** Less than 1%
THE FUND WILL FURNISH, WITHOUT CHARGE, ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED SEPTEMBER 30, 1997 TO ANY SHAREHOLDER UPON REQUEST.
REQUESTS FOR SUCH REPORT SHOULD BE DIRECTED TO DONALD S. WILSON AT 225
EAST MASON STREET, MILWAUKEE, WISCONSIN 53202 OR BY CALLING 1-800-811-
5311.
1. PROPOSAL TO ELECT SIX DIRECTORS
Six directors are to be elected at the Meeting to serve an
indefinite term until their respective successors are chosen and
qualified. The table set forth below identifies the six nominees for
election as directors of the Fund and provides information as to the age,
principal occupation and background for the last five years. Four of the
nominees, Messrs. Allen, Kellner, Mount and Wilson, are currently members
of the Board of Directors. Messrs. Kellner and Wilson have been directors
of the Fund since its incorporation on July 29, 1981. Mr. Mount has been
a director of the Fund since June 15, 1990 and Mr. Allen has been a
director of the Fund since October 25, 1996.
Each nominee has consented to being named in this Proxy
Statement and to serve if elected. The Fund has no reason to believe that
any of the nominees will be unable to serve as director. However, in such
event, the persons named as proxies will have discretionary authority to
select and vote for substituted nominees. It is the intention of the
persons named in the enclosed proxy to vote the shares represented by the
proxies FOR the election of the nominees named below, unless shareholders
specify that their vote be withheld as to all nominees or individual
nominees. The Fund's Board of Directors recommends a vote FOR all
nominees.
Directors will be elected by a plurality of votes of the
shareholders (assuming a quorum is present). "Plurality" means that the
individuals receiving the largest number of votes are elected as
Directors, up to the maximum number of Directors to be chosen at the
Meeting. Consequently, any shares not voted at the Meeting, whether due
to abstentions, broker non-votes or otherwise, will have no impact on the
election of directors.
The table below sets forth information regarding the nominees
for the Board of Directors:
Name of Nominee Position with Principal Occupation
and Age the Fund During Past 5 Years
Barry K. Allen Director Executive Vice President,
49 Consumer &
Business Services,
Ameritech, since 1995;
President and Chief
Operating Officer of
Marquette Electronics,
Inc. from September, 1993
to August, 1995; President
and Chief Executive
Officer of Ameritech
Illinois from July, 1993
to September, 1993;
President and Chief
Executive Officer of
Wisconsin Bell from July,
1989 to July, 1993. Mr.
Allen is also a member of
the Board of Directors of
Harley-Davidson, Inc. and
FMI Funds, Inc., a
registered investment
company advised by
Fiduciary Management, Inc.
George D. Dalton Nominee for Director Chairman of the Board,
69 Chief Executive Officer
and a Director of Fiserv,
Inc., a provider of
financial data processing
services to financial
institutions, since 1984.
Mr. Dalton is also a
member of the Board of
Directors of ARI Network
Services, Inc., a provider
of standard-based
Internet-enabled
electronic commerce
services, and APAC
TeleServices, Inc., a
provider of outsourced
telephone-based marketing,
sales and customer
management solutions.
Patrick J. English* Nominee for Director Senior Vice President of
37 and Vice President Fiduciary Management, Inc.
since 1986.
Ted D. Kellner* Director, President Chairman of the Board and
51 and Treasurer Chief Executive Officer of
Fiduciary Management,
Inc., an investment
advisory firm, since 1980.
Mr. Kellner is also a
director of FMI Funds,
Inc.
Thomas W. Mount Director Retired Chairman and a
66 Director of Stokely USA,
Inc., a canned and frozen
food processor, where he
served in various
capacities since 1957.
Mr. Mount is also a
director of FMI Funds,
Inc.
Donald S. Wilson* Director, Vice President and Treasurer of
54 President and Fiduciary Management, Inc.
Secretary since 1980. Mr. Wilson is
also a director of FMI
Funds, Inc.
_________________________
*Interested person as defined in the Investment Company Act of 1940.
Messrs. Kellner, English and Wilson are deemed to be "interested
persons" of the Fund as that term is defined in the Investment Company Act
of 1940 because they are officers and/or directors of Fiduciary
Management, Inc., the current investment adviser of the Fund.
The officers of the Fund are Mr. Ted D. Kellner, 51, President
and Treasurer, Mr. Donald S. Wilson, 54, Vice President and Secretary, Mr.
Gary G. Wagner, 54, Vice President and Assistant Secretary, and Mr.
Patrick J. English, 37, Vice President. All of such persons serve for an
indefinite term and have served in such capacities since 1996.
The Fund does not compensate any of its officers or directors
for their services to the Fund, except those directors who are not
"interested persons" of the Fund. The Fund's standard method of
compensating the directors who are not "interested persons" of the Fund is
to pay each such director a fee of $600 for each meeting of the Board of
Directors attended. The Fund does not provide pension or retirement
benefits to its directors and officers.
The table below sets forth the compensation paid to directors
during the fiscal year ended September 30, 1997:
<TABLE>
<CAPTION>
Total
Compensation
Aggregate Pension or Retirement from the Fund
Compensation Benefits Accrued as Estimated Annual and Fund Complex
Name of Person, Position from the Part of the Fund's Benefits Upon Paid to
Fund Expenses Retirement Directors(1)
<S> <C> <C> <C> <C>
Barry K. Allen, $600 $0 $0 $600
Director
Ted D. Kellner, 0 0 0 0
President, Treasurer and Director
Thomas W. Mount, Director 600 0 0 600
Donald S. Wilson, Vice President, 0 0 0 0
Secretary and Director
(1) FMI Funds, Inc. and the Fund are the only investment companies in the
Fund Complex.
</TABLE>
The Board of Directors has no audit, nominating, compensation or
other similar committees. The Board of Directors met one time during the
fiscal year ended September 30, 1997. All of the nominees who were
directors of the Fund during the fiscal year ended September 30, 1997
attended the meeting.
2. PROPOSAL TO APPROVE AN AMENDMENT TO AN INVESTMENT RESTRICTION OF THE
FUND
The Fund currently has in effect the following investment
restriction:
"The Fund will not purchase securities of any issuer
(other than the United States or an instrumentality of
the United States) if, as a result of such purchase,
the Fund would hold more than 10% of any class of
securities, including voting securities, of such
issuer or more than 5% of the Fund's assets, taken at
current value, would be invested in securities of such
issuer."
The Fund proposes to amend this investment restriction to read as follows:
"The Fund will not purchase securities of any issuer
(other than the United States or an instrumentality of
the United States) if, as a result of such purchase,
the Fund would hold more than 10% of any class of
securities, including voting securities, of such
issuer or more than 5% of the Fund's total assets,
taken at current value, would be invested in
securities of such issuer, except that up to 25% of
the Fund's total assets may be invested without regard
to these limitations."
The proposed amendment would have the effect of allowing the
Fund to, with respect to 25% of its total assets, invest more than 5% of
its total assets in the securities of any one issuer, or hold more than
10% of any class of securities of any one issuer. Under the investment
restriction as now in effect, the Fund would not be permitted to do so.
Under the investment restriction as now in effect and as proposed to be
amended, subsequent changes in the market values of portfolio securities
after a purchase will not result in the violation of the investment
restriction.
The proposed amendment to the investment restriction will not
cause the Fund to change its status as a diversified investment company
under the 1940 Act. However the proposed amendment will allow the Fund to
purchase larger positions in issuers than it could under the current
investment restriction. The Fund's investment adviser believes this
greater flexibility has the potential for improving the Fund's investment
performance although it might increase the volatility of the Fund's
investment performance and could result in poorer investment performance.
Vote Required
The favorable vote of the holders of a "majority" (as defined in
the 1940 Act) of the outstanding shares of the Fund is required for the
approval of the proposal to amend the Fund's investment restriction.
Under the 1940 Act, the vote of the holders of a "majority" of the
outstanding shares of a Fund means the vote of the holders of the lesser
of (a) 67% or more of its shares present at the Meeting or represented by
proxy if the holders of 50% or more of its shares are so present or
represented; or (b) more than 50% of its outstanding shares. Abstentions
and broker non-votes will not be counted for or against the proposal but
will be counted as votes present for purposes of determining whether or
not more than 50% of the outstanding shares are present or represented at
the Meeting. The failure to vote (whether by broker non-vote, abstention
or otherwise), assuming more than 50% of the outstanding shares of the
Fund are present, has no effect if (a) above is applicable and has the
same effect as a vote against the proposal if (b) above is applicable. If
the proposal is not approved at the Meeting, the current investment
restriction will remain unchanged.
INVESTMENT ADVISER AND ADMINISTRATOR
The Fund's investment adviser and administrator is Fiduciary
Management, Inc., 225 East Mason Street, Milwaukee, Wisconsin 53202. The
Fund has no principal underwriter.
RECEIPT OF SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange Commission,
shareholder proposals meeting tests contained in those rules may, under
certain conditions, be included in the Fund's proxy materials for a
particular meeting of shareholders. One of these conditions relates to
the timely receipt by the Fund of any such proposal. Since the Fund does
not have regular annual meetings of shareholders, under these rules,
proposals submitted for inclusion in the proxy materials for a particular
meeting must be received by the Fund a reasonable time before the
solicitation of proxies for the meeting is made. The fact that the Fund
receives a shareholder proposal in a timely manner does not insure its
inclusion in the Fund's proxy materials since there are other requirements
in the proxy rules relating to such inclusion.
OTHER MATTERS
The Fund's Board of Directors knows of no other matters that may
come before the Meeting. If any other matters properly come before the
Meeting, it is the intention of the persons acting pursuant to the
enclosed form of proxy to vote the shares represented by said proxies in
accordance with their best judgment with respect to such matters.
By Order of the Board of Directors
DONALD S. WILSON
Secretary
Milwaukee, Wisconsin
December 22, 1997
<PAGE>
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
FIDUCIARY CAPITAL GROWTH FUND, INC.
January 27, 1998
The undersigned constitutes and appoints Ted D. Kellner and Donald S.
Wilson, and each of them singly, with power of substitution, attorneys and
proxies for and in the name and place of the undersigned to appear and
vote with the same effect as the undersigned at the Special Meeting of
Shareholders of FIDUCIARY CAPITAL GROWTH FUND, INC. (the "Fund"), to be
held at the Milwaukee Athletic Club on January 27, 1998, at 10:00 a.m. and
at any adjournments thereof, all shares of stock of the Fund which the
undersigned is entitled to vote as follows:
(1) In the election of directors
[_] FOR all nominees listed below (except as marked to the
contrary below).
[_] WITHHOLD authority to vote for all nominees listed below.
Barry K. Allen, George D. Dalton, Patrick J. English, Ted D. Kellner,
Thomas W. Mount, Donald S. Wilson
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.)
(2) To approve the proposal to amend the Fund's investment
restriction concerning the amount of its total assets it may
invest in the securities of any one issuer and the percentage of
any one issuer's securities that it may purchase.
FOR [_] AGAINST [_] ABSTAIN [_]
(3) Upon such other business as may properly come before the meeting
or any adjournment thereof.
This proxy will be voted as
specified. IF NO
SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE
PROPOSAL AND IN THE DISCRETION
OF THE PROXIES UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
The signature on this proxy
should correspond exactly with
the name of the shareholder as
it appears on the proxy. If
stock is issued in the name of
two or more persons, each
should sign the proxy. If a
proxy is signed by an
administrator, trustee,
guardian, attorney or other
fiduciary, please indicate
full title as such.
Dated ______________________
____________________________, 199_
Signed
____________________________
Signed
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF FIDUCIARY
CAPITAL GROWTH FUND, INC.
[_] Please check here if you WILL be
attending the meeting.
