<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
American Capital Bond 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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
- --------------------------------------------------------------------------------
/X/ 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:
- --------------------------------------------------------------------------------
<PAGE> 2
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
American Capital Convertible Securities, 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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
- --------------------------------------------------------------------------------
/X/ 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:
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
American Capital Income Trust
- --------------------------------------------------------------------------------
(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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
- --------------------------------------------------------------------------------
/X/ 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:
- --------------------------------------------------------------------------------
<PAGE> 4
------------------------------
NOTICE OF JOINT ANNUAL MEETINGS OF STOCKHOLDERS
------------------------------
TO BE HELD ON DECEMBER 14, 1995
Joint Annual Meetings of Stockholders (the "Meeting") of AMERICAN
CAPITAL BOND FUND, INC. ("ACBF"), AMERICAN CAPITAL CONVERTIBLE SECURITIES, INC.
("ACCS") and AMERICAN CAPITAL INCOME TRUST (each a "Fund" and collectively, the
"Funds") will be held in the Auditorium on Level 2 of Transco Tower, 2800 Post
Oak Boulevard, Houston, Texas, on December 14, 1995 at 2:00 p.m. for the
following purposes:
1. With respect to each Fund, to elect four directors/trustees
(PROPOSAL NO. 1);
2. With respect to each Fund, to ratify the selection of Ernst & Young
LLP as independent auditors for its most recent or current fiscal year
(PROPOSAL NO. 2);
3. With respect to ACBF and ACCS, to approve an amendment to such
Fund's Articles of Incorporation changing the name of the Fund (PROPOSAL
NO. 3); and
4. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
The stock transfer books will not be closed but in lieu thereof, the Board
of Directors/Trustees of each Fund has fixed the close of business on October
18, 1995 as the record date for the determination of Stockholders of each Fund
entitled to notice of, and to vote at, the Meeting and any adjournment thereof.
By order of the Boards of
Directors/Trustees
NORI L. GABERT, Secretary
Houston, Texas
October 23, 1995
<PAGE> 5
EACH OF THE FUNDS WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT
ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL
REPORT, IF ANY) TO A STOCKHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE
DIRECTED TO VAN KAMPEN AMERICAN CAPITAL BY CALLING (800) 421-5666 OR BY WRITING
TO THE FUNDS, 2800 POST OAK BOULEVARD, HOUSTON, TEXAS 77056.
STOCKHOLDERS OF EACH OF THE FUNDS ARE INVITED TO ATTEND THE MEETING IN
PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, WITH RESPECT TO EACH FUND IN WHICH YOU
WERE A STOCKHOLDER AS OF THE RECORD DATE, DATE AND SIGN IT, AND RETURN IT IN THE
ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE
IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK
THAT YOU MAIL YOUR PROXY PROMPTLY.
THE BOARD OF DIRECTORS/TRUSTEES OF EACH FUND RECOMMENDS THAT YOU CAST YOUR
VOTE
o IN FAVOR OF THE NOMINEES FOR THE BOARD OF DIRECTORS/TRUSTEES LISTED
IN THE PROXY STATEMENT,
o FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS FOR THE MOST RECENT OR CURRENT FISCAL YEAR, AND
o FOR THE APPROVAL OF AMENDMENT TO ACBF'S AND ACCS'S ARTICLES OF
INCORPORATION CHANGING THE NAME OF THE FUND.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE> 6
------------------------------
JOINT PROXY STATEMENT
------------------------------
FOR THE ANNUAL MEETINGS OF STOCKHOLDERS
TO BE HELD ON DECEMBER 14, 1995
INTRODUCTION
This joint proxy statement is furnished in connection with the solicitation
by the respective Board of Directors or Trustees, as the case may be (the
"Board"), of each of AMERICAN CAPITAL BOND FUND, INC. ("ACBF"), AMERICAN CAPITAL
CONVERTIBLE SECURITIES, INC. ("ACCS") and AMERICAN CAPITAL INCOME TRUST ("ACIT")
(each a "Fund" and collectively, the "Funds") of proxies to be voted at the
Joint Annual Meetings of Stockholders (the "Meeting") of the Funds to be held in
the Auditorium on Level 2 of Transco Tower, 2800 Post Oak Boulevard, Houston,
Texas, on December 14, 1995 at 2:00 p.m., and at any adjournments thereof, for
the purposes set forth in the accompanying Notice of Joint Annual Meetings of
Stockholders. Any such adjournment will require the affirmative vote of a
majority of the shares present in person or by proxy to be voted at the Meeting.
The persons named as proxies will vote in favor of any such adjournment those
proxies which instruct them to vote in favor of any of the proposals.
Conversely, they will vote against any such adjournment any proxies which
instruct them to vote against all proposals. As used in the Notice of Joint
Annual Meetings of Stockholders and as used herein, the term "Directors" shall
include Trustees and the term "Stockholders" shall include Shareholders and
holders of beneficial interest where the use of the terms "Trustees" or
"Shareholders" would otherwise be appropriate. The address and the principal
executive offices of each Fund is 2800 Post Oak Boulevard, Houston, Texas 77056.
The Meeting is scheduled as a joint meeting of the respective Stockholders
of the Funds because the stockholders of each of the Funds are expected to
consider and vote on similar matters. The Board of each Fund has determined that
the use of a joint proxy statement for the Meeting is in the best interest of
each of the Funds' Stockholders. In the event that any Stockholder of a Fund
present at the Meeting objects to the holding of a joint meeting and moves for
an adjournment of such Fund's meeting to a time immediately after the Meeting,
so that such Fund's meeting may be held separately, the persons named as proxies
will vote in favor of such adjournment.
Stockholders of each Fund will vote separately on each of the Proposals and
an unfavorable vote on a Proposal by the Stockholders of one Fund will not
affect the implementation of such Proposal by another Fund if the Proposal is
approved by the Stockholders of that Fund. Proposal No. 1 must
1
<PAGE> 7
be approved by a plurality of the shares voting and Proposal No. 2 must be
approved by a simple majority of shares voting. As to ACBF and ACCS, Proposal
No. 3 must be approved by a majority of the outstanding shares of such Fund. A
majority of the outstanding shares of a Fund must be present in person or by
proxy to have a quorum to conduct business for such Fund at the Meeting.
Each Fund will pay the costs of solicitation, including the printing and
mailing of the proxy materials. Certain officers, directors and regular and
temporary employees of each of the Funds, Van Kampen American Capital Asset
Management, Inc. (the "Adviser") and Boston Financial Data Services, Inc. (the
"Transfer Agent") (none of whom will receive special compensation therefor), may
solicit proxies in person or by telephone, facsimile, telegraph, or mail. Each
Fund will reimburse brokers, custodians, nominees and fiduciaries for the
reasonable expenses incurred by them in connection with forwarding solicitation
material to the beneficial owners of shares held of record by such persons.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. With respect to Proposals No. 1 and No. 2, abstentions do
not constitute votes "for" or "against" a matter and will be disregarded in
determining the "votes cast" on the issue. Broker non-votes (i.e., proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other person entitled to vote shares on a
particular matter with respect to which the broker or nominees do not have
discretionary power) will be treated the same as abstentions. With respect to
Proposal No. 3, abstentions and broker non-votes will have the effect of a vote
against an amendment to such Fund's Articles of Incorporation. Unless
instructions to the contrary are marked, shares represented by a proxy will be
voted "FOR" each Proposal as to which it is entitled to vote. Any proxy may be
revoked at any time prior to the exercise thereof by submitting another proxy
bearing a later date or by giving written notice to the Secretary of the
applicable Fund at the applicable address indicated above or by voting in person
at the meeting.
The Board knows of no business other than that specifically mentioned in
the Notice of Meeting which will be presented for consideration at the Meeting.
If any other matters are properly presented, the persons named in the enclosed
proxy will be permitted to vote thereon in accordance with their best judgment.
The Board has fixed the close of business on October 18, 1995, as the
record date (the "Record Date") for the determination of Stockholders of each
Fund entitled to notice of and to vote at the Meeting or any adjournment
thereof. Stockholders of each Fund on that date will be entitled to one
2
<PAGE> 8
vote on each matter to be voted on by that Fund for each share held, with no
cumulative voting rights.
The following summarizes each proposal to be presented at the Meeting and
the Funds solicited with respect to such proposal:
<TABLE>
<CAPTION>
PROPOSAL AFFECTED FUNDS
-------- --------------
<S> <C>
1. Election of Directors/Trustees...... Each Fund
2. Ratification of Independent
Auditors............................. Each Fund
3. Amendment to Articles of
Incorporation Changing Name of
Fund................................ ACBF and ACCS
</TABLE>
EACH OF THE FUNDS WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT
ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL
REPORT, IF ANY) TO A STOCKHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE
DIRECTED TO VAN KAMPEN AMERICAN CAPITAL BY CALLING (800) 421-5666 OR BY WRITING
TO THE FUNDS, 2800 POST OAK BOULEVARD, HOUSTON, TEXAS 77056.
At the close of business on October 18, 1995, each Fund had outstanding the
number of shares set forth below:
<TABLE>
<CAPTION>
NUMBER OF
NAME OF FUND SHARES
------------ ---------
<S> <C>
American Capital
Bond Fund, Inc............................ 11,362,465
American Capital
Convertible Securities, Inc............... 3,251,323
American Capital
Income Trust.............................. 15,290,019
</TABLE>
The enclosed proxy or proxies and this proxy statement are first being sent
to Stockholders on or about October 23, 1995.
PRINCIPAL HOLDERS
As of October 18, 1995, to the knowledge of each Fund, no person
beneficially owned more than 5% of such Fund's outstanding shares.
3
<PAGE> 9
PROPOSAL NO. 1
WITH RESPECT TO EACH FUND, TO
ELECT FOUR DIRECTORS
Each Fund's Board is divided into three classes of directors, each class
serving for three years. The term of one class expires each year and no term
shall continue for more than three years after the applicable election. This
type of classification may prevent replacement of a majority of the Directors
for up to a two-year period. The foregoing is subject to the provisions of the
Investment Company Act of 1940 (the "1940 Act"), Maryland or Massachusetts law,
respectively and the By-Laws of each of the Funds.
It is the intention of the persons named in the accompanying form of Proxy
to nominate and to vote such Proxy for the election of the persons named below,
or if any such persons shall be unable to serve, to vote for the election of
such other person or persons as shall be determined by the persons named in the
Proxy in accordance with their judgment. The Funds, however, have no reason to
believe that it will be necessary to designate a substitute nominee.
The following schedule sets forth certain information regarding each
Director and nominee, including incumbent Directors whose current terms do not
expire in 1995. All nominees have consented to being named in this proxy
statement and have agreed to serve if elected.
Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. The "Interested" nominee
and directors (as defined by Section 2(a)(19) of the 1940 Act) are indicated by
asterisks.
All directors and officers as a group owned directly or beneficially less
than 1% of each Fund's outstanding shares as of October 18, 1995.
4
<PAGE> 10
INFORMATION REGARDING NOMINEES FOR ELECTION
<TABLE>
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED
AT
AGE DIRECTOR SINCE SEPTEMBER 29, 1995
--- -------------------------- ----------------------------
PRINCIPAL OCCUPATIONS AC AC AC AC AC AC
DURING PAST FIVE YEARS INCOME CONVERTIBLE BOND INCOME CONVERTIBLE BOND
NAME AND ADDRESS OF DIRECTOR AND PUBLIC DIRECTORSHIPS TRUST SECURITIES FUND TRUST SECURITIES FUND
- ---------------------------- ------------------------------ ------ ----------- ---- ------ ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DONALD M. CARLTON, Ph.D. President and Chief Executive 58 1992 1992 1992 1,000 500 500
Radian Corporation Officer, Radian Corporation
P.O. Box 201088 (technology/services); Director,
Austin, TX 78720 The Hartford Steam Boiler
Inspection & Insurance Company
(insurance/engineering services),
National Instrument's Corp;
Central and South West
Corporation.(1)
A. BENTON COCANOUGHER, Ph.D. Dean of College of Business 57 1993 1993 1993 -0- -0- -0-
Texas A&M University Administration and Graduate
College of Business School of Business, Texas A&M
Administration University; Director, Randall's
601 Blocker Building Food Markets, Inc.; Director,
College Station, TX 77843 First American Savings Bank;
formerly Senior Vice President
and Dean, University of
Houston.(1)
ROBERT D. H. HARVEY Chairman, Maryland Science Center; 75 1988 1978 1970 1,000 252 100
Nations Bank formerly Chairman of the Board,
10 Light Street Chief Executive Officer, Vice
P.O. Box 987 Chairman of the Board and Member
MD 4-302-23-02 of the Advisory Board, Maryland
Baltimore, MD 21203 National, Baltimore, Maryland
(bank holding company).(1)
</TABLE>
5
<PAGE> 11
<TABLE>
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED
AT
AGE DIRECTOR SINCE SEPTEMBER 29, 1995
--- -------------------------- ----------------------------
PRINCIPAL OCCUPATIONS AC AC AC AC AC AC
DURING PAST FIVE YEARS INCOME CONVERTIBLE BOND INCOME CONVERTIBLE BOND
NAME AND ADDRESS OF DIRECTOR AND PUBLIC DIRECTORSHIPS TRUST SECURITIES FUND TRUST SECURITIES FUND
- ---------------------------- ------------------------------ ------ ----------- ---- ------ ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MILLER UPTON Economist; Consultant; Director, 78 1988 1977 1977 272 689 455
914 Tarrant Drive American General Series Portfolio
Fontana, WI 53125 Co. (mutual fund); formerly
Director, Home Life Insurance
Company of New York, and
Household International, Inc.
(financial services).(1)(3)
</TABLE>
OTHER DIRECTORS
The other Directors of the Funds whose terms will not expire in 1995 are:
<TABLE>
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED
AT
AGE DIRECTOR SINCE SEPTEMBER 29, 1995
--- -------------------------- ----------------------------
PRINCIPAL OCCUPATIONS AC AC AC AC AC AC
DURING PAST FIVE YEARS INCOME CONVERTIBLE BOND INCOME CONVERTIBLE BOND
NAME AND ADDRESS OF DIRECTOR AND PUBLIC DIRECTORSHIPS TRUST SECURITIES FUND TRUST SECURITIES FUND
- ---------------------------- ------------------------------ ------ ----------- ---- ------ ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STEPHEN R. GROSS Managing Partner and Vice 48 1993 1993 1993 -0- -0- -0-
Gross, Collins & Cress, P.C. President of Gross, Collins &
2625 Cumberland Parkway Cress, P.C. (accounting firm);
Suite 400 Director, Charter Bank &
Atlanta, GA 30339 Trust, Marietta, Georgia.(1)
</TABLE>
6
<PAGE> 12
<TABLE>
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED
AT
AGE DIRECTOR SINCE SEPTEMBER 29, 1995
--- --------------------------- ----------------------------
PRINCIPAL OCCUPATIONS AC AC AC AC AC AC
DURING PAST FIVE YEARS INCOME CONVERTIBLE BOND INCOME CONVERTIBLE BOND
NAME AND ADDRESS OF DIRECTOR AND PUBLIC DIRECTORSHIPS TRUST SECURITIES FUND TRUST SECURITIES FUND
- -------------------------------- -------------------------------- ------ ----------- ---- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NORMAN HACKERMAN, Ph.D. Chairman of the Scientific 83 1988 1983 1983 -0- -0- 100
The Robert A. Welch Foundation Advisory Board, The Robert A.
4605 Post Oak Place Welch Foundation (research);
Suite 200 Director, Scientific
Houston, TX 77027 Measurement Systems, Inc.
(industrial tomography),
Medical Polymers, Inc.
(pharmaceuticals), Radian
Corporation (research and
development), Electrosource,
Inc. (lead storage battery
manufacturer), and American
General Series Portfolio Co.
(mutual fund); President
Emeritus, Rice University;
formerly Director, Columbia
Scientific Instruments, Inc.
(design and manufacture of
instruments), Fueltech, Inc.
(combustion), Vista Chemical
Company, Carbon Fuels Corp.
(coal refinery)(1)(3)
ALAN G. MERTEN, Ph.D. The Anne and Elmer Lindseth Dean 53 1993 1993 1993 -0- -0- -0-
Cornell University of Johnson Graduate School of
Johnson Graduate Management, Cornell
School of Management University; Director,
303 Malott Hall Comshare, Inc. (information
Ithaca, NY 14853 technology) and Tompkins
County Trust Company, Ithaca,
New York; formerly Dean,
College of Business
Administration, University of
Florida.(1)
</TABLE>
7
<PAGE> 13
<TABLE>
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED
AT
AGE DIRECTOR SINCE SEPTEMBER 29, 1995
--- --------------------------- ----------------------------
PRINCIPAL OCCUPATIONS AC AC AC AC AC AC
DURING PAST FIVE YEARS INCOME CONVERTIBLE BOND INCOME CONVERTIBLE BOND
NAME AND ADDRESS OF DIRECTOR AND PUBLIC DIRECTORSHIPS TRUST SECURITIES FUND TRUST SECURITIES FUND
- -------------------------------- -------------------------------- ------ ----------- ---- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
**STEVEN MULLER, Ph.D. President Emeritus, The Johns 67 1990 1990 1990 100 100 100
President Emeritus Hopkins University; Director,
The Johns Hopkins University Alex. Brown & Sons, Inc.,
Suite 711 Beneficial Corporation (bank
1619 Massachusetts Avenue, holding company), and
N.W. Millipore Corporation (bio-
Washington, D.C. 20036 technology).(1)
F. ROBERT PAULSEN, Ph.D. Dean Emeritus and Professor 73 1988 1983 1983 4,000 300 1,000
2801 N. Indian Ruins Emeritus of Higher Education,
Tucson, AZ 85715 The University of Arizona;
Director, American General
Series Portfolio Co. (mutual
fund).(1)(3)
R. RICHARD PETTIT, Ph.D. Duncan Professor of Finance, 53 1993 1993 1993 -0- -0- -0-
University of Houston University of Houston;
Central Campus formerly Hanson Distinguished
Dept. of Finance Professor of Business,
College of Business University of Washington.(1)
4800 Calhoun
Houston, TX 77204
</TABLE>
8
<PAGE> 14
<TABLE>
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED
AT
AGE IRECTOR SINCE SEPTEMBER 29, 1995
--- --------------------------- ---------------------------
PRINCIPAL OCCUPATIONS AC AC AC AC AC AC
DURING PAST FIVE YEARS INCOME CONVERTIBLE BOND INCOME CONVERTIBLE BOND
NAME AND ADDRESS OF DIRECTOR AND PUBLIC DIRECTORSHIPS TRUST SECURITIES FUND TRUST SECURITIES FUND
- -------------------------------- -------------------------------- ------ ----------- ---- ------ ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
*DON G. POWELL President, Chief Executive 56 1987 1987 1987 -0- 5,223 -0-
2800 Post Oak Blvd. Officer and a Director of
Houston, TX 77056 VK/AC Holding, Inc. and Van
Kampen American Capital, Inc.
and Chairman, Chief Executive
Officer and a Director of Van
Kampen American Capital
Distributors, Inc., the
Adviser, Van Kampen American
Capital Investment Advisory
Corp. (the "VK Adviser") and
Van Kampen American Capital
Management, Inc.; Director,
President and Chief Executive
Officer of Van Kampen American
Capital Advisers, Inc. and Van
Kampen American Capital
Exchange Corp.; Director and
Executive Vice President of
Advantage Capital Corporation,
ACCESS Investor Services,
Inc., Van Kampen American
Capital Services, Inc. and Van
Kampen American Capital Trust
Company; Director of McCarthy,
Crisanti & Maffei,
Inc.(1)(2)(3)
</TABLE>
9
<PAGE> 15
<TABLE>
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED
AT
AGE DIRECTOR SINCE SEPTEMBER 29, 1995
--- --------------------------- ----------------------------
PRINCIPAL OCCUPATIONS AC AC AC AC AC AC
DURING PAST FIVE YEARS INCOME CONVERTIBLE BOND INCOME CONVERTIBLE BOND
NAME AND ADDRESS OF DIRECTOR AND PUBLIC DIRECTORSHIPS TRUST SECURITIES FUND TRUST SECURITIES FUND
- -------------------------------- -------------------------------- ------ ----------- ---- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALAN B. SHEPARD, JR. President, Seven Fourteen 71 1987 1972 1972 4,450 300 200
Seven Fourteen Enterprises, Enterprises, Inc.
Inc. (investments); Partner,
6225 Vector Space Boulevard Houston Partners (venture
Titusville, FL 32780 capital); Director and Vice
Chairman, Kwik-Kopy
Corporation (printing);
Director, Allied Waste
Industries (waste
treatment).(1)(3)
BENJAMIN N. WOODSON Consultant; Director, Financial 87 1987 1972 1972 -0- 1,000 2,000
American General Corporation Securities Advisors, Inc.;
2727 Allen Parkway Advisory Director, Texas
Suite 460 Commerce Bank; formerly
Houston, TX 77019 Chairman of the Board and
Chief Executive Officer,
American General
Corporation.(1)
</TABLE>
- ---------------
* Mr. Powell is an interested person, as defined in the 1940 Act, of the Funds
and the Adviser by virtue of his affiliation with the Adviser.
** Dr. Muller is an interested person because he is a director of a company
which is a registered broker-dealer.
All officers and directors of each Fund as a group owned shares of the Fund,
representing less than 1% of the total shares outstanding at such date, as
follows: AC Bond -- 4,455; AC Convertible Securities, Inc. -- 8,364; and AC
Income Trust -- 10,822.
(1) A director or trustee of each Fund and trustee of Common Sense Trust, an
open-end investment company for which the Adviser serves as an investment
adviser.
(2) A trustee of each of the Van Kampen American Capital Funds, the Van Kampen
Merritt Series Trust and closed-end investment companies advised by the VK
Adviser.
(3) A managing general partner of American Capital Exchange Fund.
10
<PAGE> 16
OFFICERS OF THE FUNDS
The following information relates to the executive officers of each Fund
who are not Directors of such Fund. Most of the officers also serve as a
director, officer or employee of the Adviser. Each officer also serves in the
same capacity for all or a number of the other investment companies advised by
the Adviser. The business address of each officer, except for Messrs. McDonnell
and Nyberg, is 2800 Post Oak Blvd., Houston, Texas 77056. Messrs. McDonnell and
Nyberg business address is One Parkview Plaza, Oakbrook Terrace, IL 60181.
AMERICAN CAPITAL BOND FUND, INC.
<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION OFFICER
NAME THE FUND DURING PAST FIVE YEARS AGE SINCE
- ---------------------- ---------------- ------------------------- --- -------
<S> <C> <C> <C> <C>
Nori L. Gabert........ Vice President Vice President, Associate 42 1991
and Corporate General Counsel and
Secretary Secretary of the
Adviser
Tanya M. Loden........ Vice President Vice President and 35 1991
and Controller Controller of most of
the investment
companies advised by
the Adviser; formerly
Tax Manager/Assistant
Controller
Dennis J. McDonnell... Vice President President, Chief 53 1995
Operating Officer and a
Director of the
Adviser, the VK Adviser
and Van Kampen American
Capital Management,
Inc.; Director of VK/AC
Holding, Inc. and Van
Kampen American
Capital, Inc.; Director
of McCarthy, Crisanti &
Maffei, Inc. and
Chairman and a Director
of MCM Asia Pacific
Company, Ltd.;
President, Chief
Executive Officer and a
trustee of certain of
the Van Kampen American
Capital Funds;
President, Chief
Executive Officer and a
trustee of the Van
Kampen Merritt Series
Trust and closed-end
investment companies
advised by the VK
Adviser; Prior to
December, 1991, Senior
Vice President of Van
Kampen Merritt Inc.
</TABLE>
11
<PAGE> 17
<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION OFFICER
NAME THE FUND DURING PAST FIVE YEARS AGE SINCE
- ---------------------- ---------------- ------------------------- --- -------
<S> <C> <C> <C> <C>
Curtis W. Morell...... Vice President Vice President and 49 1976
and Treasurer Treasurer of most of
the investment
companies advised by
the Adviser
Ronald A. Nyberg...... Vice President Executive Vice President, 42 1995
General Counsel and
Secretary of Van Kampen
American Capital, Inc.;
Executive Vice
President and a
Director of the VK
Adviser and Van Kampen
American Capital
Distributors, Inc.;
Executive Vice
President of the
Adviser; Vice President
and Secretary of
closed-end investment
companies advised by
the VK Adviser;
Director of ICI Mutual
Insurance Co., a
provider of insurance
to members of the
Investment Company
Institute.
Robert C. Peck, Jr.... Vice President Senior Vice President and 49 1987
Director of the Adviser
David R. Troth........ Vice President Senior Investment Vice 61 1986
President of the
Adviser
J. David Wise......... Vice President Vice President, Associate 52 1987
and Assistant General Counsel and
Corporate Assistant Corporate
Secretary Secretary of the
Adviser
Paul R. Wolkenberg.... Vice President Senior Vice President of 50 1990
the Adviser; President,
Chief Operating Officer
and Director of Van
Kampen American Capital
Services, Inc.;
Executive Vice
President, Chief
Operating Officer and
Director of Van Kampen
American Capital Trust
Company; Executive Vice
President and Director
of ACCESS Investor
Services, Inc.
</TABLE>
AMERICAN CAPITAL INCOME TRUST
<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION OFFICER
NAME THE FUND DURING PAST FIVE YEARS AGE SINCE
- ---------------------- ---------------- ------------------------- --- -------
<S> <C> <C> <C> <C>
Ellis S. Bigelow...... Vice President Senior Investment Vice 42 1988
President of the
Adviser
</TABLE>
12
<PAGE> 18
<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION OFFICER
NAME THE FUND DURING PAST FIVE YEARS AGE SINCE
- ---------------------- ---------------- ------------------------- --- -------
<S> <C> <C> <C> <C>
Nori L. Gabert........ Vice President Vice President, Associate 42 1991
and Secretary General Counsel and
Secretary of the
Adviser
Tanya M. Loden........ Vice President Vice President and 35 1991
and Controller Controller of most of
the investment
companies advised by
the Adviser; formerly
Tax Manager/Assistant
Controller
Dennis J. McDonnell... Vice President President, Chief 53 1995
Operating Officer and a
Director of the
Adviser, the VK Adviser
and Van Kampen American
Capital Management,
Inc.; Director of VK/AC
Holding, Inc. and Van
Kampen American
Capital, Inc.; Director
of McCarthy, Crisanti &
Maffei, Inc. and
Chairman and a Director
of MCM Asia Pacific
Company, Ltd.;
President, Chief
Executive Officer and a
trustee of certain of
the Van Kampen American
Capital Funds;
President, Chief
Executive Officer and a
trustee of the Van
Kampen Merritt Series
Trust and closed-end
investment companies
advised by the VK
Adviser; Prior to
December, 1991, Senior
Vice President of Van
Kampen Merritt Inc.
Curtis W. Morell...... Vice President Vice President and 49 1987
and Treasurer Treasurer of most of
the investment
companies advised by
the Adviser
</TABLE>
13
<PAGE> 19
<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION OFFICER
NAME THE FUND DURING PAST FIVE YEARS AGE SINCE
- ---------------------- ---------------- ------------------------- --- -------
<S> <C> <C> <C> <C>
Ronald A. Nyberg ..... Vice President Executive Vice President, 42 1995
General Counsel and
Secretary of Van Kampen
American Capital, Inc.;
Executive Vice
President and a
Director of the VK
Adviser and Van Kampen
American Capital
Distributors, Inc.;
Executive Vice
President of the AC
Adviser; Vice President
and Secretary of
closed-end investment
companies advised by
the VK Adviser;
Director of ICI Mutual
Insurance Co., a
provider of insurance
to members of the
Investment Company
Institute.
Robert C. Peck, Vice President Senior Vice President, 49 1988
Jr. ................ and Director of the
Adviser
J. David Wise......... Vice President Vice President, Associate 52 1987
and Assistant General Counsel and
Secretary Assistant Corporate
Secretary
Paul R. Wolkenberg.... Vice President Senior Vice President of 50 1990
the Adviser; President,
Chief Operating Officer
and Director of Van
Kampen American Capital
Services, Inc.;
Executive Vice
President, Chief
Operating Officer and
Director of Van Kampen
American Capital Trust
Company; Executive Vice
President and Director
of ACCESS Investor
Services, Inc.
</TABLE>
AMERICAN CAPITAL CONVERTIBLE SECURITIES, INC.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
POSITION WITH DURING THE PAST FIVE OFFICER
NAME THE FUND YEARS AGE SINCE
- ---------------------- ---------------- ------------------------- --- -------
<S> <C> <C> <C> <C>
James H. Behrmann..... Vice President Vice President--Portfolio 52 1984
Manager of the Adviser
Nori L. Gabert........ Vice President Vice President, Associate 42 1991
and Corporate General Counsel and
Secretary Secretary of the
Adviser
</TABLE>
14
<PAGE> 20
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
POSITION WITH DURING THE PAST FIVE OFFICER
NAME THE FUND YEARS AGE SINCE
- ---------------------- ---------------- ------------------------- --- -------
<S> <C> <C> <C> <C>
Tanya M. Loden........ Vice President Vice President and 35 1991
and Controller Controller of most of
the investment
companies advised by
the Adviser; formerly
Tax Manager/Assistant
Controller
Dennis J. Vice President President, Chief 53 1995
McDonnell .......... Operating Officer and a
Director of the AC
Adviser, the Adviser
and Van Kampen American
Capital Management,
Inc. Director of VK/AC
Holding, Inc. and Van
Kampen American
Capital, Inc.; Director
of McCarthy, Crisanti &
Maffei, Inc. and
Chairman and a Director
of MCM Asia Pacific
Company, Ltd.
President, Chief
Executive Officer and a
trustee of certain of
the Van Kampen American
Capital Funds;
President, Chief
Executive Officer and a
trustee of the Van
Kampen Merritt Series
Trust and closed-end
investment companies
advised by the VK
Adviser; Prior to
December, 1991, Senior
Vice President of Van
Kampen Merritt Inc.
Curtis W. Morell...... Vice President Vice President and 49 1976
and Treasurer Treasurer of most of
the investment
companies advised by
the Adviser
</TABLE>
15
<PAGE> 21
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
POSITION WITH DURING THE PAST FIVE OFFICER
NAME THE FUND YEARS AGE SINCE
- ---------------------- ---------------- ------------------------- --- -------
<S> <C> <C> <C> <C>
Ronald A. Nyberg ..... Vice President Executive Vice President, 42 1995
General Counsel and
Secretary of Van Kampen
American Capital, Inc.;
Executive Vice
President and a
Director of the VK
Adviser and Van Kampen
American Capital
Distributors, Inc.;
Executive Vice
President of the
Adviser; Vice President
and Secretary of
closed-end investment
companies advised by
the VK Adviser;
Director of ICI Mutual
Insurance Co., a
provider of insurance
to members of the
Investment Company
Institute.
Alan T. Sachtleben.... Vice President Executive Vice President 53 1987
and Director of VK/AC
Holding, Inc. Van
Kampen American
Capital, Inc. and the
VK Adviser; Executive
Vice President and
Director of the Adviser
J. David Wise......... Vice President Vice President, Associate 52 1988
and Assistant General Counsel
Corporate Assistant Corporate
Secretary Secretary of the
Adviser
Paul R. Wolkenberg.... Vice President Senior Vice President of 50 1990
the Adviser; President,
Chief Operating Officer
and Director of Van
Kampen American Capital
Services, Inc.;
Executive Vice
President, Chief
Operating Officer and
Director of Van Kampen
American Capital Trust
Company; Executive Vice
President and Director
of ACCESS Invester
Services, Inc.
</TABLE>
The address of the Adviser is 2800 Post Oak Boulevard, Houston, Texas
77056. The Funds are not publicly distributed, and therefore, do not have an
active underwriter.
16
<PAGE> 22
REMUNERATION PAID TO DIRECTORS
No remuneration is paid by a Fund to a Director who is an affiliated person
of the Adviser. Directors who are not affiliated with the Adviser are
compensated by each Fund and reimbursed for out-of-pocket expenses. A Director
on the Board of ACBF is compensated at the annual rate of $2,240 plus $144 for
each Board and committee meeting attended. A Director on the Board of ACIT is
compensated at the annual rate of $1,960 plus $112 for each Board and committee
meeting attended. A Director on the Board of ACCS is compensated at the annual
rate of $1,760 plus $102 for each Board and committee meeting attended. The
Directors also receive compensation for serving in similar capacities for a
number of other funds advised by the Adviser as indicated in the notes to the
foregoing table.
Additional information regarding compensation paid by each Fund and the
related mutual funds for which the Directors serve as directors, trustees or
managing general partners noted above is set forth below. The compensation shown
for the Funds and the total compensation shown for the Funds and other related
mutual funds is for the calendar year ended December 31, 1994. Mr. Powell is not
compensated for his service as Director because of his affiliation with the
Adviser.
COMPENSATION TABLE
<TABLE>
<CAPTION>
ESTIMATED
PENSION OR ANNUAL TOTAL(1)
AGGREGATE RETIREMENT BENEFITS COMPENSATION
COMPENSATION BENEFITS ACCRUAL PER FUND FROM THE FUND
FROM EACH PER FUND AS PART UPON COMPLEX PAID
DIRECTOR/TRUSTEE FUND OF FUND EXPENSES RETIREMENT TO TRUSTEES
- --------------------------- ------------ ---------------- ---------- -------------
<S> <C> <C> <C> <C>
Dr. Donald M. Carlton...... (2) 0 0 40,000
Dr. A Benton Cocanougher... (2) 0 0 40,000
Stephen R. Gross........... (2) 0 0 44,000
Dr. Norman Hackerman....... (2) 0 0 49,750
Robert D. H. Harvey........ (2) 0 0 44,000
Dr. Alan G. Merten......... (2) 0 0 38,000
Dr. Steven Muller.......... (2) 0 0 40,000
Dr. F. Robert Paulsen...... (2) 0 0 54,750
Dr. R. Richardson Pettit... (2) 0 0 40,000
Alan B. Shepard, Jr........ (2) 0 0 51,000
Miller Upton............... (2) 0 0 49,750
Benjamin N. Wootson........ (2) 0 0 40,000
</TABLE>
- ---------------
(1) Reflects fourteen investment companies in the Fund complex.
(2) The Aggregate Compensation from each Fund during its 1994 fiscal year is
shown in Appendix A.
17
<PAGE> 23
STANDING COMMITTEES
Each Fund has a Nominating Committee, the functions of which are (a)
selecting and recommending to the Board nominees for election as directors and
(b) proposing and recommending to the Board the terms of compensation for
directors. The committee consists of Messrs. Cocanougher, Hackerman, Muller,
Paulsen and Upton. With respect to ACBF, the committee held two meetings during
the last fiscal year. With respect to ACCS and ACIT, the committee held one
meeting during the last fiscal year. The committee is prepared to review
nominations from Stockholders to fill directorships in written communications
addressed to the committee at the applicable Fund's headquarters, although the
committee expects to be able to identify from its own resources an ample number
of qualified candidates.
Each Fund has an Audit Committee which makes recommendations to the Board
concerning the selection of each Fund's independent auditors, reviews with such
auditors the scope and results of the annual audit and considers any comments
which the auditors may have regarding such Fund's financial statements or books
of account. The committee consists of Messrs. Gross, Harvey, Paulsen and
Shepard. The committee held two meetings during the last fiscal year.
With respect to ACBF, the Board met six times during the last fiscal year.
With respect to ACCS and ACIT, the board met seven times during the last fiscal
year. During such fiscal year all directors attended at least 75% of the
aggregate of (a) the total number of meetings of the Board and (b) the total
number of meetings held by all committees of the Board on which they served.
PROPOSAL NO. 2
WITH RESPECT TO EACH FUND, TO
RATIFY THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR ITS
MOST RECENT OR CURRENT FISCAL YEAR
Ernst & Young LLP has been selected by the Board as independent auditors
for the current fiscal year by vote of a majority of the Fund's directors who
are not interested persons of the Fund as defined in the 1940 Act. Such
selection was recommended by the Audit Committee of the Board. The employment is
conditioned on the right of each Fund to terminate the employment without
penalty by a vote of a majority of the outstanding voting shares. Such selection
by the Board is submitted to the Stockholders for their ratification or
rejection.
18
<PAGE> 24
Representatives of Ernst & Young LLP are expected to be present at the
meeting with the opportunity to make a statement, if they so desire, and such
representatives are expected to be available to respond to any appropriate
questions from Stockholders.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
PROPOSAL NO. 3
WITH RESPECT TO ACBF AND ACCS, PROPOSED AMENDMENT TO THE ARTICLES OF
INCORPORATION CHANGING THE NAME OF THE FUND
The Board of ACBF and ACCS has approved, subject to stockholder approval,
an amendment to each Fund's Articles of Incorporation changing the name of each
Fund from American Capital Bond Fund, Inc. and American Capital Convertible
Securities, Inc. to Van Kampen American Capital Bond Fund, Inc. and Van Kampen
American Capital Convertible Securities, Inc., respectively.
The purpose of the proposed name change is to clearly identify each Fund as
part of the Van Kampen American Capital family of funds. The name of almost all
the other investment companies whose investment adviser is the Adviser have been
changed to add "Van Kampen" at the beginning of their names, in keeping with a
change in the name of the Adviser to "Van Kampen American Capital Asset
Management, Inc."
Article SECOND of ACBF's Articles of Incorporation currently reads as
follows:
The name of the corporation (hereinafter called the "Corporation") is
American Capital Bond Fund, Inc.
The Corporation is one of a number of investment companies with the
same investment adviser each of which is adopting the words "American
Capital" as part of its name. The Corporation acknowledges that it has the
non-exclusive right to the use of the words "American Capital" as part of
the name of other investment companies, whether now in existence or
hereafter created, which are members of the American Capital Group of
investment companies and consents to the adoption of the words "American
Capital" as part of the name of its investment adviser and affiliated
companies. The foregoing acknowledgement and consent on the part of the
corporation is hereby made binding upon its shareholders and creditors and
all other persons claiming under or through it.
It is proposed that Article SECOND of ACBF's Articles of Incorporation be
amended to read as follows:
19
<PAGE> 25
"The name of the corporation (which is hereinafter called the
"Corporation") is:
"Van Kampen American Capital Bond Fund, Inc."
Van Kampen American Capital, Inc. ("Van Kampen American Capital") has
consented to the use by the Corporation to the identifying words "Van
Kampen" or "Van Kampen Merritt" or any combination thereof in the name of
the Corporation. Such consent is conditioned upon the Corporation's
employment of Van Kampen American Capital, its successors or a subsidiary
or affiliate thereof as investment adviser to the Corporation. As between
Van Kampen American Capital and the Corporation, Van Kampen American
Capital shall control the use of such name insofar as such name contains
the identifying words "Van Kampen" or "Van Kampen Merritt". Van Kampen
American Capital may from time to time use the identifying words "American
Capital," "Van Kampen" or "Van Kampen Merritt" in other connections and
for other purposes, including without limitation in the names of other
investment companies, corporations or businesses that it may manage,
advise, sponsor or own or in which it may have a financial interest. Van
Kampen American Capital may require the Corporation to cease using the
identifying words "Van Kampen", "Van Kampen Merritt" or "American Capital"
in the name of the Corporation if the Corporation ceases to employ Van
Kampen American Capital, its successors or a subsidiary or affiliate
thereof as investment adviser.
Article SECOND of ACCS's Articles of Incorporation currently reads as
follows:
The name of the corporation (hereinafter called the "Corporation") is
American Capital Convertible Securities, Inc.
The Corporation is one of a number of investment companies with the
same investment adviser each of which is adopting the words "American
Capital" as part of its name. The Corporation acknowledges that it has the
non-exclusive right to the use of the words "American Capital" as part of
the name of other investment companies, whether now in existence or
hereafter created, which are members of the American Capital Group of
investment companies and consents to the adoption of the words "American
Capital" as part of the name of its investment adviser and affiliated
companies. The foregoing acknowledgement and consent on the part of the
corporation is hereby made binding upon its shareholders and creditors and
all other persons claiming under or through it.
It is proposed that Article SECOND of ACCS's Articles of Incorporation be
amended to read as follows:
20
<PAGE> 26
"The name of the corporation (which is hereinafter called the
"Corporation") is:
"Van Kampen American Capital Convertible Securities, Inc."
Van Kampen American Capital, Inc. ("Van Kampen American Capital") has
consented to the use by the Corporation to the identifying words "Van
Kampen" or "Van Kampen Merritt" or any combination thereof in the name of
the Corporation. Such consent is conditioned upon the Corporation's
employment of Van Kampen American Capital, its successors or a subsidiary
or affiliate thereof as investment adviser to the Corporation. As between
Van Kampen American Capital and the Corporation, Van Kampen American
Capital shall control the use of such name insofar as such name contains
the identifying words "Van Kampen" or "Van Kampen Merritt". Van Kampen
American Capital may from time to time use the identifying words "American
Capital," "Van Kampen" or "Van Kampen Merritt" in other connections and for
other purposes, including without limitation in the names of other
investment companies, corporations or businesses that it may manage,
advise, sponsor or own or in which it may have a financial interest. Van
Kampen American Capital may require the Corporation to cease using the
identifying words "Van Kampen", "Van Kampen Merritt" or "American Capital"
in the name of the Corporation if the Corporation ceases to employ Van
Kampen American Capital, its successors or a subsidiary or affiliate
thereof as investment adviser.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF EACH FUND
APPROVE THE PROPOSED NAME CHANGE. If Stockholders do not approve this proposal,
each Fund's name will remain the same.
Pursuant to the authority conferred upon the Directors of ACIT in the
Agreement and Declaration of Trust, the Directors have approved changing the
name of the Fund to "Van Kampen American Capital Income Trust."
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1996 Annual Meeting
of the Stockholders of each of the Funds that holds annual meetings must be
received by June 26, 1996 to be included in the proxy statement and the form of
proxy relating to that meeting.
OTHER MATTERS
The management knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy in
21
<PAGE> 27
accordance with their judgment on such matters. Any financial statements
accompanying this proxy statement are for informational purposes only, do not
constitute soliciting material and are not incorporated herein.
All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.
By order of the Board of
Directors/Trustees
NORI L. GABERT, Secretary
October 23, 1995
22
<PAGE> 28
APPENDIX A
1994 AGGREGATE COMPENSATION FROM EACH FUND(1)
The following schedule sets forth certain information regarding
compensation paid to each incumbent directors by or on behalf of each Fund
during its respective 1994 fiscal year. There is no Pension or Retirement Plan
in effect with respect to the directors of each Fund.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM
EACH AC FUND
FOR MOST RECENT FISCAL YEAR
------------------------------------------------------------
FUND NAME CARLTON COCANOUGHER GROSS HACKERMAN HARVEY MERTEN MULLER PAULSEN PETTIT
- ---------------------------------- ------- ------------ ----- --------- ------ ------ ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bond Fund......................... 2,895 2,895 3,225 2,895 3,225 2,710 2,895 3,260 2,895
Convertible Securities Fund....... 2,575 2,575 2,865 2,575 2,865 2,429 2,575 2,927 2,574
Income Trust...................... 2,796 2,796 3,111 2,796 3,111 2,641 2,796 3,179 2,641
<CAPTION>
TOTAL
COMPEN-
SATION
PAID BY
FUND
AND
OTHER
FUND NAME SHEPARD UPTON WOODSON PERSONS
- ---------------------------------- ------- ----- ------- -------
<S> <C> <C> <C> <C>
Bond Fund......................... 3,295 2,895 2,605 35,690
Convertible Securities Fund....... 2,785 2,575 2,575 31,895
Income Trust...................... 3,019 2,796 2,796 34,478
</TABLE>
.
(1) Mr. Powell is an affiliated person of the Adviser and does not receive
compensation directly from the Funds.
A-1
<PAGE> 29
AMERICAN CAPITAL INCOME TRUST
By signing this Proxy card, I hereby appoint Don G. Powell, Ronald A. Nyberg,
and Nori L. Gabert, or any of them, Proxies to vote at American Capital Income
Trust's Annual Meeting of Stockholders on December 14, 1995 and any adjournment
or postponements thereof on matters which may properly come before the Annual
Meeting, in accordance with and as more fully described in the Notice of
Meeting and the Proxy Statement, receipt of which is acknowledged. THIS PROXY
IS SOLICITED ON BEHALF OF THE TRUSTEES.
THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON THIS
CARD. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE PROXIES WILL VOTE
YOUR SHARES FOR ALL PROPOSALS.
- -------------------------------------------------------------------------------
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------
Please sign this proxy exactly as your name appears on the books of the
Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
<PAGE> 30
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except
1) Election of Trustees. [ ] [ ] [ ]
AMERICAN CAPITAL
INCOME TRUST DONALD M. CARLTON; A. BENTON COCANOUGHER;
ROBERT D.H. HARVEY; MILLER UPTON
IF YOU DO NOT WISH YOUR SHARES VOTED "FOR"
A PARTICULAR NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THE
NOMINEE(S) NAME. YOUR SHARES WILL BE VOTED
FOR THE REMAINING NOMINEE(S).
For Against Abstain
2) To ratify the selection [ ] [ ] [ ]
of Ernst & Young LLP as
independent auditors.
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- ------ Shareholder sign here --------------- Co-owner sign here ----------------
Mark box at right if comments or address change has
been noted on the reverse side of this card. [ ]
RECORD DATE SHARES:
<PAGE> 31
AMERICAN CAPITAL CONVERTIBLE SECURITIES, INC.
By signing this Proxy card, I hereby appoint Don G. Powell, Ronald A. Nyberg,
and Nori L. Gabert, or any of them, Proxies to vote at American Capital
Convertible Securities, Inc.'s Annual Meeting of Stockholders on December 14,
1995 and any adjournment or postponements thereof on matters which may properly
come before the Annual Meeting, in accordance with and as more fully described
in the Notice of Meeting and the Proxy Statement, receipt of which is
acknowledged. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON THIS
CARD. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE PROXIES WILL VOTE
YOUR SHARES FOR ALL PROPOSALS.
- -------------------------------------------------------------------------------
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------
Please sign this proxy exactly as your name appears on the books of the
Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
<PAGE> 32
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except
1) Election of Directors. [ ] [ ] [ ]
AMERICAN CAPITAL
CONVERTIBLE SECURITIES, INC. DONALD M. CARLTON; A. BENTON COCANOUGHER;
ROBERT D.H. HARVEY; MILLER UPTON
IF YOU DO NOT WISH YOUR SHARES VOTED "FOR"
A PARTICULAR NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THE
NOMINEE(S) NAME. YOUR SHARES WILL BE VOTED
FOR THE REMAINING NOMINEE(S).
For Against Abstain
2) To ratify the selection [ ] [ ] [ ]
of Ernst & Young LLP as
independent auditors.
3) Proposed Amendment to the [ ] [ ] [ ]
Articles of Incorporation
changing the name of the
Fund.
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- ------ Shareholder sign here --------------- Co-owner sign here ----------------
Mark box at right if comments or address change has
been noted on the reverse side of this card. [ ]
RECORD DATE SHARES:
<PAGE> 33
AMERICAN CAPITAL BOND FUND, INC.
By signing this Proxy card, I hereby appoint Don G. Powell, Ronald A. Nyberg,
and Nori L. Gabert, or any of them, Proxies to vote at American Capital Bond
Fund, Inc.'s Annual Meeting of Stockholders on December 14, 1995 and any
adjournment or postponements thereof on matters which may properly come before
the Annual Meeting, in accordance with and as more fully described in the
Notice of Meeting and the Proxy Statement, receipt of which is acknowledged.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON THIS
CARD. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE PROXIES WILL VOTE
YOUR SHARES FOR ALL PROPOSALS.
- -------------------------------------------------------------------------------
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------
Please sign this proxy exactly as your name appears on the books of the
Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
<PAGE> 34
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except
1) Election of Directors. [ ] [ ] [ ]
AMERICAN CAPITAL
BOND FUND, INC. DONALD M. CARLTON; A. BENTON COCANOUGHER;
ROBERT D.H. HARVEY; MILLER UPTON
IF YOU DO NOT WISH YOUR SHARES VOTED "FOR"
A PARTICULAR NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THE
NOMINEE(S) NAME. YOUR SHARES WILL BE VOTED
FOR THE REMAINING NOMINEE(S).
For Against Abstain
2) To ratify the selection [ ] [ ] [ ]
of Ernst & Young LLP as
independent auditors.
3) Proposed Amendment to the [ ] [ ] [ ]
Articles of Incorporation
changing the name of the
Fund.
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- ------ Shareholder sign here --------------- Co-owner sign here ----------------
Mark box at right if comments or address change has
been noted on the reverse side of this card. [ ]
RECORD DATE SHARES:
<PAGE> 35
Stockholder letter accompanying the closed-end fund proxy:
[VKAC LOGO]
October 23, 1995
Dear American Capital Closed-End Fund Stockholder:
As you may know, American Capital Management & Research Inc., the parent of
your fund's investment adviser, merged with The Van Kampen Merrit Companies,
Inc. in late December 1994. The combined entity was renamed Van Kampen American
Capital, Inc.
As part of our continuing effort to integrate operations under Van Kampen
American Capital, we are proposing that your fund be renamed. Additionally, the
enclosed proxy seeks your approval on several items related to your fund.
The proposals have been approved by the Directors of each fund who recommed you
vote "FOR APPROVAL" on these proposals. Your immediate response is important,
as it will help save on the costs of additional solicitations.
We look forward to your participation in the affairs of your fund and thank you
for your continued confidence in Van Kampen American Capital.
Sincerely
Don G. Powell
Chief Executive Officer
