SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. n/a)
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 Sec. 250.14a-11(c) or Sec. 250.14a-12.
STRONG TOTAL RETURN FUND, INC.
(Name of Registrant as Specified in its Charter)
(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 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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STRONG TOTAL RETURN FUND, INC.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
March 2, 2000
Dear Shareholder:
Enclosed is a Proxy Statement, which contains an important proposal for you to
consider. You are eligible to vote on this proposal because you were a
shareholder of record of the Strong Total Return Fund, Inc. (the "Fund") on
February 24, 2000.
The Fund's Board of Directors has proposed that the Fund's investment objective
be amended to more closely align the Fund's investment objective with the
strengths of its portfolio managers, both of whom are primarily growth
managers. Currently, the Fund's investment objective is to seek high total
return by investing for capital growth and income. The Fund's emphasis has
been on stocks of large- and medium-capitalization companies with steady or
growing dividends. The Board believes that changing the Fund's investment
objective to focus exclusively on capital growth and eliminate income as one of
the Fund's stated goals will allow the Fund's portfolio managers to manage the
Fund in a way which plays upon their strengths to the benefit of Fund
shareholders. Accordingly, the Board of Directors strongly urges you to vote
for the proposed change to the Fund's investment objective. If this proposal
is adopted, the Fund's name will be changed to "Strong Large Cap Growth Fund"
to reflect these changes.
The enclosed materials provide more information about this vote. Please read
this information carefully and call us at 1-800-368-9422 if you have any
questions. Your vote is important to us, no matter how many shares you own.
After you review the enclosed materials, we ask that you vote FOR the proposal
amending the Fund's investment objective. Please vote for the proposal by
completing, dating and signing your proxy card, and mailing it to us today.
You also may vote by phone or by Internet according to the enclosed Voting
Instructions.
Thank you for your support.
Sincerely,
Richard S. Strong
Chairman
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QUESTIONS AND ANSWERS
QUESTION: I'M A SMALL INVESTOR. WHY SHOULD I BOTHER TO VOTE?
ANSWER: Your vote makes a difference. If numerous shareholders just like you
fail to vote, the Fund may not receive enough votes to go forward with its
meeting. If this happens, we will need to solicit votes again - a costly
proposition for the Fund.
QUESTION: WHO GETS TO VOTE?
ANSWER: Any person who owned shares of the Fund on the "record date," which
was February 24, 2000, gets to vote - even if the investor later sold the
shares. Shareholders are entitled to cast one vote for each Fund share owned
on the record date.
QUESTION: HOW CAN I VOTE?
ANSWER: You can vote your shares in any one of four ways:
- - Through the Internet.
- - By toll-free telephone.
- - By mail, using the enclosed proxy card.
- - In person at the meeting.
We encourage you to vote by Internet or telephone, using the number that
appears on your proxy card. These voting methods will save the Fund a good
deal of money (because the Fund would not have to pay for return-mail postage).
Whichever method you choose, please take the time to read our proxy statement
before you vote.
QUESTION: I PLAN TO VOTE THROUGH THE INTERNET. HOW DOES INTERNET VOTING WORK?
ANSWER: To vote through the Internet, please read the enclosed Voting
Instructions.
QUESTION: I PLAN TO VOTE BY TELEPHONE. HOW DOES TELEPHONE VOTING WORK?
ANSWER: To vote by telephone, please read the enclosed Voting Instructions.
QUESTION: I PLAN TO VOTE BY MAIL. HOW SHOULD I SIGN MY PROXY CARD?
ANSWER: If you are an individual account owner, please sign exactly as your
name appears on the proxy card. Either owner of a joint account may sign the
proxy card, but the signer's name must exactly match one that appears on the
card. You should sign proxy cards for other types of accounts in a way that
indicates your authority (for instance, "John Doe, Custodian").
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STRONG TOTAL RETURN FUND, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
The Strong Total Return Fund, Inc. (the "Fund") will hold a Special Meeting of
Shareholders on Wednesday, April 26, 2000, at 8:00 a.m., Central Time. The
meeting will be held at 100 Heritage Reserve, Menomonee Falls, Wisconsin 53051.
At the meeting, shareholders will be asked to consider and act upon the items
noted below:
1. To amend the Fund's investment objective to emphasize only capital growth.
2. To transact any other business properly brought before the Special Meeting.
Only shareholders of record at the close of business on Thursday, February 24,
2000, the record date for this Special Meeting, are entitled to notice of, and
to vote at, the Special Meeting or any adjournments.
YOUR VOTE IS IMPORTANT.
PLEASE PROMPTLY RETURN YOUR PROXY CARD
OR VOTE BY TOLL-FREE TELEPHONE OR AT OUR WEBSITE
IN ACCORDANCE WITH THE ENCLOSED VOTING INSTRUCTIONS.
AS A SHAREHOLDER OF THE FUND, YOU ARE ASKED TO ATTEND THE SPECIAL MEETING
EITHER IN PERSON OR BY PROXY. IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING
IN PERSON, WE URGE YOU TO VOTE BY PROXY. YOU CAN DO THIS IN ONE OF THREE WAYS:
BY (1) COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING THE ENCLOSED PROXY
CARD USING THE ENCLOSED POSTAGE PREPAID ENVELOPE, (2) CALLING OUR TOLL-FREE
TELEPHONE, OR (3) VISITING OUR WEBSITE. YOUR PROMPT VOTING BY PROXY WILL HELP
ASSURE A QUORUM AT THE SPECIAL MEETING AND AVOID ADDITIONAL EXPENSES ASSOCIATED
WITH FURTHER SOLICITATION. VOTING BY PROXY WILL NOT PREVENT YOU FROM VOTING
YOUR SHARES IN PERSON AT THE SPECIAL MEETING. YOU MAY REVOKE YOUR PROXY BEFORE
IT IS EXERCISED AT THE SPECIAL MEETING BY SUBMITTING TO THE SECRETARY OF THE
FUND A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY SIGNED PROXY CARD, OR BY
ATTENDING THE MEETING AND VOTING IN PERSON. A PRIOR PROXY CAN ALSO BE REVOKED
BY VOTING AGAIN THROUGH THE WEBSITE OR TOLL-FREE TELEPHONE NUMBER LISTED ON THE
ENCLOSED VOTING INSTRUCTIONS.
By Order of the Board of Directors,
Stephen J. Shenkenberg
SECRETARY
Menomonee Falls, Wisconsin
March 2, 2000
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STRONG TOTAL RETURN FUND, INC.
100 HERITAGE RESERVE
MENOMONEE FALLS, WISCONSIN 53051
TELEPHONE: (414) 359-1400
TOLL FREE: (800) 368-3863
DEVICE FOR THE HEARING IMPAIRED: (800) 999-2780
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 2000
PROXY STATEMENT
This proxy statement is being sent to you in connection with the solicitation
by the Board of Directors (the "Board") of the Strong Total Return Fund, Inc.
(the "Fund") of proxies to be voted at the Special Meeting of Shareholders of
the Fund (the "Meeting") to be held at 100 Heritage Reserve, Menomonee Falls,
Wisconsin 53051, on Wednesday, April 26, 2000, at 8:00 a.m., Central Time, and
at any adjournments of the Meeting. At the Meeting, shareholders will be asked
to approve an amendment to the Fund's investment objective to more closely
align the Fund's investment objective with the strengths of its portfolio
managers by emphasizing only capital growth. The accompanying Notice of
Special Meeting of Shareholders, this proxy statement and the accompanying
proxy card were first mailed to shareholders on or about March 2, 2000.
Subject to shareholder approval, the proposal will become effective on or about
May 1, 2000 and the Fund's name will be changed to "Strong Large Cap Growth
Fund" to reflect the change in the Fund's goals. If the proposed change to the
Fund's investment objective is approved, the Fund's emphasis will be on stocks
of large-capitalization companies (i.e., those companies with a market
capitalization substantially similar to that of the companies in the S&P 500
Index at the time of investment) that the Fund's portfolio managers believe
have favorable prospects for accelerating growth of earnings but are selling at
reasonable valuations based on earnings, cash flow or asset value. If the
proposal is not approved, the Fund's investment objective will remain
unchanged.
The record holders of outstanding shares of the Fund are entitled to one vote
per share (and a fractional vote per fractional share) on all matters presented
at the Meeting. Whether you expect to be personally present at the Meeting or
not, we encourage you to vote by proxy. You can do this in one of three ways.
You may complete, date, sign and return the accompanying proxy card using the
enclosed postage prepaid envelope, you may vote by calling our toll-free
telephone number or you may vote by visiting our website in accordance with the
enclosed Voting Instructions. By voting by proxy, your shares will be voted as
you instruct. If no choice is indicated, your shares will be voted FOR the
proposal, and in accordance with the best judgment of the persons named as
proxies on such other matters that properly may come before the Meeting. Any
shareholder giving a proxy may revoke it before it is exercised at the Special
Meeting by submitting to the Secretary of the Fund a written notice of
revocation or a subsequently signed proxy card, or by attending the Meeting and
voting in person. A prior proxy can also be revoked by voting again through
the website or toll-free telephone number listed on the enclosed Voting
Instructions. If not so revoked, the shares represented by the proxy will be
voted at the Meeting and at any adjournments of the Meeting. Attendance by a
shareholder at the Meeting does not in itself revoke a proxy.
A quorum for the Meeting occurs if a majority of the outstanding shares of
common stock of the Fund entitled to vote at the Meeting are present in person
or by proxy. Abstentions and broker non-votes (i.e., proxies from brokers or
nominees indicating that they have not received instructions from the
beneficial owners on an item for which the brokers or nominees do not have
discretionary power to vote) will be treated as present for determining the
quorum. Abstentions and broker non-votes will not, however, be counted as
voting on any matter at the Meeting. In the event that a quorum is not present
at the Meeting, or in the event that a quorum is present but sufficient votes
to approve the proposal are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of votes. Any such adjournment will require the affirmative vote of a majority
of those shares voting on the adjournment.
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Shareholder votes will be solicited primarily by mail. The solicitation may
also include telephone, facsimile, telegraph or oral communications by certain
employees of the Fund's investment adviser, Strong Capital Management, Inc.
("SCM"), who will not be paid for these services, and/or by D.F. King & Co.,
Inc., a professional proxy solicitor retained by the Fund for an estimated fee
of $5,000, plus out-of-pocket expenses. Except for the services provided by
SCM, the Fund will pay the costs of the Meeting, the costs of the solicitation
of proxies (i.e., votes) and the fees of D.F. King & Co., Inc. The Fund will
also reimburse brokers and other nominees for their reasonable expenses in
communicating with the person(s) for whom they hold shares of the Fund.
Only the shareholders of record of the Fund at the close of business on
Thursday, February 24, 2000 (the "Record Date"), will be entitled to notice of,
and to vote at, the Meeting or any adjournments thereof. As of January 31,
2000, there were 35,873,224 issued and outstanding shares of common stock of
the Fund.
The following table sets forth information regarding the beneficial ownership
of the Fund's outstanding shares as of January 31, 2000 by the directors and
executive officers of the Fund.
NAME AND ADDRESS(1) SHARES PERCENTAGE
Richard S. Strong _______ *
Marvin E. Nevins _______ *
Willie D. Davis _______ *
Stanley Kritzik _______ *
William F. Vogt _______ *
Neal Malicky _______ *
Stephen J. Shenkenberg _______ *
John S. Weitzer _______ *
Thomas M. Zoeller _______ *
Dennis A. Wallstad _______ *
John W. Widmer _______ *
Rhonda K. Haight _______ *
All directors and executive officers
as a group 3,066 *
___________________
*Less than 1%
(1) Except for Messrs. Nevins, Davis, Kritzik, Vogt and Malicky, the
address of all of the directors and executive officers of the Fund is P.O. Box
2936, Milwaukee, Wisconsin 53201. Mr. Nevins' address is 6075 Pelican Bay
Boulevard #1006, Naples, Florida 34108. Mr. Davis' address is 161 North La
Brea, Inglewood, California 90301. Mr. Kritzik's address is 1123 North Astor
Street, P.O. Box 92547, Milwaukee, Wisconsin 53202-0547. Mr. Vogt's address is
2830 East Third Avenue, Denver, Colorado 80206. Mr. Malicky's address is 518
Bishops Place, Berea, Ohio 44017.
On January 31, 2000 there were no persons known to the Fund to beneficially own
more than 5% of the Fund's outstanding shares.
The Fund's investment adviser is Strong Capital Management, Inc., P.O. Box
2936, Milwaukee, Wisconsin 53201. Strong Capital Management, Inc. is also the
Fund's transfer agent and dividend disbursing agent. The Fund's principal
underwriter is Strong Investments, Inc., P.O. Box 2936, Milwaukee, Wisconsin
53201.
COPIES OF THE FUND'S MOST RECENT ANNUAL REPORT ARE AVAILABLE UPON REQUEST AND
WITHOUT CHARGE BY WRITING TO THE FUND AT P.O. BOX 2936, MILWAUKEE, WISCONSIN
53201 OR BY CALLING 1-800-368-3863.
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PROPOSAL TO AMEND THE FUND'S INVESTMENT OBJECTIVE
BACKGROUND. The Board of Directors has approved, subject to shareholder
approval, an amendment to the Fund's investment objective. The Fund's current
investment objective states:
"The Fund seeks high total return by investing for capital growth and income."
The proposed investment objective that you are being asked to approve states:
"The Fund seeks capital growth."
REASONS FOR THE PROPOSAL. The primary purpose of the proposed change is to
more closely align the Fund's investment objective with the strengths of its
portfolio managers, both of whom are primarily growth managers. The Fund's
emphasis has been on stocks of large- and medium-capitalization companies with
steady or growing dividends. The Board of Directors believes that changing the
Fund's investment objective to focus exclusively on capital growth and
eliminate income as one of the Fund's stated goals will allow the Fund's
portfolio managers to manage the Fund in a way which plays upon their strengths
to the benefit of Fund shareholders.
RELATED EFFECTS OF THE PROPOSAL. If the shareholders of the Fund approve the
proposed change to the Fund's investment objective, the Fund will also change
its name and its investment strategy to better fit the Fund's new focus. The
Fund will change its name from the "Strong Total Return Fund" to the "Strong
Large Cap Growth Fund." If the proposed change to the Fund's investment
objective is approved, the Fund's emphasis will be on stocks of
large-capitalization companies (i.e., those companies with a market
capitalization substantially similar to that of the companies in the S&P 500
Index at the time of investment) that the Fund's portfolio managers believe
have favorable prospects for accelerating growth of earnings but are selling at
reasonable valuations based on earnings, cash flow or asset value. In
addition, the Fund's principle investment strategy will no longer include
investments in bonds. However, the Fund will be able to invest up to 35% in
bonds when conditions are favorable and will be able to take temporary
defensive positions in cash or cash-type securities without any limitation
(currently the Fund is limited to 40% of its assets in these positions).
REQUIRED VOTE. Approval of the amendment to the Fund's investment objective
requires the affirmative vote of a "majority of the outstanding voting
securities" of the Fund. Under the Investment Company Act of 1940, as amended
(the "1940 Act"), a "majority of the outstanding voting securities" means the
affirmative vote of the lesser of (a) 67% or more of the shares of the Fund
present at the Meeting or represented by proxy if the holders of more than 50%
of the outstanding shares are present at the Meeting or represented by proxy,
or (b) more than 50% of the outstanding shares. Although abstentions and
broker non-votes will not be counted as voting on the amendment to the Fund's
investment objective, abstentions and broker non-votes will have the effect of
a vote against the amendment. If the amendment to the Fund's investment
objective is approved by the Fund's shareholders, it will become effective on
or about May 1, 2000. If the shareholders of the Fund do not approve the
amendment to the Fund's investment objective, the existing name, investment
objective and strategies will remain in place.
RECOMMENDATION OF THE BOARD OF DIRECTORS. The Board of Directors recommends
that shareholders of the Fund vote in favor of amending the Fund's investment
objective.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Meeting. However, if any other matters properly come before the Meeting, it is
the intention that proxy cards that do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the best judgment of
the persons named as proxies.
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SHAREHOLDER PROPOSALS
As a Wisconsin corporation, the Fund is not required to hold shareholder
meetings on a regular basis. Accordingly, the Fund does not intend to hold
such meetings unless required to do so under the 1940 Act. Any shareholder who
wishes to submit a proposal for consideration at the next meeting of
shareholders, when and if such meeting is called, should submit such proposal
to the Fund within a reasonable time before solicitation of shareholder votes
for such meeting occurs. Shareholders should be aware, however, that unless
certain federal rules are complied with, the mere submission of a proposal to
the Fund does not guarantee that it will be considered at the next meeting of
shareholders.
By Order of the Board of Directors,
Stephen J. Shenkenberg
SECRETARY
Menomonee Falls, Wisconsin
March 2, 2000
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VOTE BY TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL-FREE: 1-888-221-0697 OR VISIT WWW.ESTRONG.COM
STRONG TOTAL RETURN FUND, INC.
PROXY CARD FOR SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby revokes all previous proxies and constitutes and
appoints Stephen J. Shenkenberg, Cathleen A. Ebacher, and John S. Weitzer as
proxies, each with power to act without the other, and with the power to
appoint his or her substitute, and hereby authorizes them to represent and to
vote, as designated on the reverse side, all shares of stock of the Fund which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Strong Total Return Fund to be held at 100 Heritage Reserve, Menomonee
Falls, Wisconsin 53051 on April 26, 2000, at 8:00 a.m., Central Time, and
at any adjournments thereof, with respect to the matters set forth on the
reverse side and described in the Notice of Special Meeting of Shareholders and
Proxy Statement dated March 2, 2000, receipt of which is hereby
acknowledged.
DATE:
NOTE: Please sign exactly as your name(s)
appear(s) on this Proxy Card. If joint
owners, EITHER may sign this Proxy Card.
When signing as attorney, executor,
administrator, trustee, guardian or corporate
officer, please give your full title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership, please
sign in partnership name by authorized person.
Signature(s) (Title(s), if applicable)
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WE NEED YOUR VOTE BEFORE APRIL 26, 2000
PLEASE, your vote is important and, as a shareholder, you are asked to be at
the Special Meeting of Shareholders (the "Meeting") either in person or by
proxy. If you are unable to attend the Meeting in person, we urge you to vote
by proxy. You can do this in one of three ways: by (1) completing, dating,
signing and promptly returning this Proxy Card using the enclosed postage
prepaid envelope, (2) calling our toll-free telephone number at 1-888-221-0697
or (3) voting at the Strong website at www.eStrong.com. Your prompt voting by
proxy will help assure a quorum at the Meeting and avoid additional expenses to
the Fund associated with further solicitation. Voting by proxy will not
prevent you from personally voting your shares at the Meeting and you may
revoke your proxy by advising the Secretary of the Strong Total Return Fund in
writing (by subsequent proxy or through the website), or by telephone at
1-888-221-0697, of such revocation at any time before the Meeting.
THANK YOU FOR YOUR TIME
THIS PROXY CARD WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS
PROXY CARD WILL BE VOTED IN FAVOR OF THE AMENDMENT TO THE FUND'S INVESTMENT
OBJECTIVE.
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW.
1. To amend the Strong Total Return Fund's FOR AGAINST ABSTAIN
investment objective. [ ] [ ] [ ]
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
TO BE COMPLETED AND SIGNED ON REVERSE SIDE OF CARD
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VOTING INSTRUCTIONS
THREE EASY WAYS TO VOTE YOUR PROXY
The accompanying proxy statement outlines an important issue affecting the
STRONG TOTAL RETURN FUND. Please take time to read the proxy statement, then
cast your vote. There are three ways to vote - choose the method that's most
convenient for you.
1. VOTE BY TELEPHONE. Just call our dedicated proxy voting number -
1-888-221-0697. It's available 24 hours a day, 7 days a week. Then enter the
control number from your proxy card, and follow the voice prompts to record
your vote.
2. VOTE BY INTERNET. Visit the Strong Funds web site WWW.ESTRONG.COM and
click on the PROXY VOTE icon you'll see on our home page. Then follow the
voting instructions that will appear.
3. VOTE BY MAIL. Simply fill out the proxy card and return it to us in the
enclosed postpaid envelope. There is no need to return the card if you vote by
phone or Internet.
REMEMBER - YOUR VOTE MATTERS. SO FOLLOW ONE OF THESE EASY STEPS TODAY
LOGO
STRONG FUNDS
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<S> <C>
SCRIPT FOR REGISTERED SHAREHOLDER TELEPHONE VOTING
STRONG TOTAL RETURN FUND
"FINAL COPY FOR RECORDING"
SHAREHOLDER HEARS THIS SCRIPT
Speech 1 Welcome. Please enter the control number located beneath the toll-free telephone number on
the upper portion of your proxy card.
Speech 2 You may vote in favor of the proposal as the STRONG FUNDS Board of Directors recommends
or you may vote on the proposal separately.
Speech 3 To vote as the STRONG FUNDS Board of Directors recommends Press 1 now;
Closing A You voted as the Board recommended. If correct, press 1. If incorrect, press 0.
Speech 4 To vote on the proposal separately, press 0 now.
Speech 5 Proposal 1:
To vote FOR INVESTMENT OBJECTIVE AMENDMENT, press 1; AGAINST, press 9, ABSTAIN,
press 0
Closing B You voted as follows;
Proposal 1: For, Against, Abstain
If this is correct, Press 1 now: If incorrect, Press 0
Speech 6 BY SELECTING HOW YOU WOULD LIKE TO VOTE THROUGH THE TELEPHONE, YOU ARE APPOINTING
MANAGEMENT INFORMATION SERVICES CORPORATION AS YOUR ATTORNEY-IN-FACT TO VOTE YOUR SHARES
AT THE MEETING AS YOU HAVE INDICATED. IF YOU HAVE ANY SPECIFIC QUESTIONS ABOUT THE PROPOSED
CHANGES PLEASE CONTACT STRONG FUNDS AT 800-368-9422. Thank you.
Speech 7 If you received more than one proxy card, you must vote each card separately. If you would
like to vote another proxy, press 1 now. To end this call, press 0.
</TABLE>
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