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:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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)
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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
/s/ Donald S. Wilson
DONALD S. WILSON
Secretary
Milwaukee, Wisconsin
December 22, 1997
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:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
--------------------------------------------------
SOLE SHARED PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER POWER POWER AGGREGATE OF CLASS
- ------------------------------------ ------ -------- --------- --------
<S> <C> <C> <C> <C>
Ted D. Kellner 64,682 505,037*<F1> 569,719*<F1> 24.93%*<F1>
225 East Mason Street
Milwaukee, WI 53202
Donald S. Wilson 736 463,951*<F1> 464,687*<F1> 20.33%*<F1>
225 East Mason Street
Milwaukee, WI 53202
Resource Trust Company 179,573 179,573 7.86%
900 Second Avenue South
Minneapolis, MN 55402
Barry K. Allen - 0 - - 0 - - 0 - - 0 -
c/o Fiduciary Management, Inc.
225 East Mason Street
Milwaukee, WI 53202
George D. Dalton - 0 - - 0 - - 0 - - 0 -
c/o Fiduciary Management, Inc.
225 East Mason Street
Milwaukee, WI 53202
Patrick J. English 14,101 - 0 - 14,101 **<F2>
225 East Mason Street
Milwaukee, WI 53202
Thomas W. Mount - 0 - - 0 - - 0 - - 0 -
c/o Fiduciary Management, Inc.
225 East Mason Street
Milwaukee, WI 53202
Directors (including nominees) and
Executive Officers as a Group (7 persons) 585,373*<F1> 25.61%*<F1>
*<F1>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.
**<F2>Less than 1%
</TABLE>
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, Consumer &
49 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, Chief Executive
69 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; APAC TeleServices, Inc., a
provider of outsourced telephone-based
marketing, sales and customer
management solutions; and FMI Funds,
Inc.
Patrick J. English* Nominee for Director Senior Vice President of Fiduciary
37 <F3> Management, Inc. and Vice President
since 1986. Mr. English is also a
director of FMI Funds. Inc.
Ted D. Kellner* Director, President Chairman of the Board and Chief
51 <F3> and Treasurer 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 Director of
66 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 Fiduciary
54 <F3> President and Management, Inc. since 1980.
Secretary Mr. Wilson is also a director of FMI
Funds, Inc.
*<F3>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 ESTIMATED FROM THE FUND
COMPENSATION BENEFITS ACCRUED ANNUAL AND FUND
FROM THE AS PART OF THE BENEFITS UPON COMPLEX PAID
NAME OF PERSON, POSITION FUND FUND'S EXPENSES RETIREMENT TO DIRECTORS(1)<F4>
- ------------------------ ------------ -------------------- ------------- ---------------
<S> <C> <C> <C> <C>
Barry K. Allen, Director $600 $0 $0 $600
Ted D. Kellner, President, 0 0 0 0
Treasurer and Director
Thomas W. Mount, Director 600 0 0 600
Donald S. Wilson, Vice President, 0 0 0 0
Secretary and Director
(1)<F4>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. The Board of Directors of the Fund recommends that
shareholders vote to approve the proposed amendment to the Fund's investment
restrictions.
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
/s/ Donald S. Wilson
DONALD S. WILSON
Secretary
Milwaukee, Wisconsin
December 22, 1997
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.
