<PAGE>
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
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SIERRA GROWTH FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SIERRA GROWTH FUND, INC.
- --------------------------------------------------------------------------------
(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), 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:
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4) Date Filed:
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<PAGE>
SIERRA GROWTH FUND, INC.
1801 Century Park East, Suite 1800
Los Angeles, CA 90067
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 28, 1996
The Annual Meeting of Stockholders of Sierra Growth Fund, Inc., a Delaware
corporation (the "Fund"), will be held in Suite 1800, 1801 Century Park East,
Los Angeles, California, on March 28, 1996, at 10a.m., for the following
purposes:
1. To elect a board of seven directors.
2. To ratify the selection by the Board of Directors of Hein + Associates as
independent public accountants for the fiscal year ending October 31, 1996.
3. To change the name of the Fund.
4. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The close of business on February 1, 1996 has been fixed as the record date
for the determination of stockholders entitled to vote at the meeting, and
only holders of shares of capital stock of record at the close of business on
that date will be entitled to vote.
If you do not expect to be present at the meeting, please sign, fill in
and return the enclosed Proxy.
John G. Ayer
President
Los Angeles, California
February 14, 1996
1
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SIERRA GROWTH FUND, INC.
1801 Century Park East, Suite 1800
Los Angeles, California 90067
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 1996
The enclosed Proxy is solicited by the Board of Directors of Sierra Growth
Fund, Inc., a Delaware corporation (the "Fund"), in connection with the
annual meeting of stockholders to be held on March 28, 1996 (the "Annual
Meeting") in Suite 1800, 1801 Century Park East, Los Angeles, California at
10:00 a.m. Any person giving a Proxy hereunder may revoke it at any time
prior to the exercise thereof by filing with the Secretary of the Fund an
instrument revoking it or a duly executed Proxy bearing a later date, or by
voting in person at the Annual Meeting. This Proxy Statement is being mailed
to stockholders on or about February 14, 1996. An Annual Report (the "Annual
Report") for the year ended October 31, 1995 was mailed to stockholders on or
about December 31, 1995. The Fund will furnish to stockholders, without
charge, a copy of the Annual Report and the Fund's most recent semi-annual
report, if any, succeeding the Annual Report. All such requests should be
directed to Colleen M. Schomer, Corporate Secretary, Sierra Growth Fund, Inc.
in writing at the address above or by telephone at (310) 277-1450, and may be
made by collect call.
Where specific instructions are given, Proxies will be voted in accordance
with those instructions. In the absence of instructions, the persons named
therein will vote in accordance with their discretion, which they intend to
exercise in favor of the proposals set forth in this Proxy Statement.
On February 1, 1996, the record date for stockholders entitled to vote at
the Annual Meeting, there were outstanding 330,298 shares of capital stock of
the Fund, all of one class. Each share is entitled to one vote and, in the
election of directors, stockholders have the right to cumulate their votes.
Management of the Fund knows of no person who owns beneficially five percent
(5%) or more of the outstanding capital stock of the Fund except for Mrs.
Lorraine Petitfils, who as of February 1, 1996, owned of record and
beneficially 30,991 shares of capital stock constituting approximately nine
percent (9%) of the Fund's outstanding capital stock.
Under the cumulative voting method, a stockholder is entitled to cast a
total number of votes equal to the number of directors to be elected
multiplied by the total number of votes to which his or her shares are
entitled. These votes may be cast for one candidate or distributed among any
number of candidates. The seven candidates receiving the highest number of
votes will be elected. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum for the
transaction of business. Votes against a candidate and votes withheld have
no legal effect. In matters other than the election of directors,
abstentions are counted as votes against in tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved. If a
candidate receives no votes, that candidate will not be elected and there
will remain a vacancy on the Board of Directors until the next annual meeting
of stockholders. If all shares outstanding on the record date are voted,
ownership of 23,594 shares is sufficient to enable a stockholder to elect one
director. The enclosed form of Proxy includes discretionary authority for
the proxies to cumulate votes.
2
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If a stockholder wishes to cumulate his or her votes on the enclosed Proxy
card instead of allowing the proxies this discretion, he or she should
multiply the number of shares he or she owned on the record date by sevent to
determine the total number of votes to which he or she is entitled. This
number of votes, but no more, may be distributed among any or all of the
seven nominees named below in such proportion as the stockholder desires.
Not all votes need be cast. If cumulative voting is used by the stockholder,
only the number of votes marked on the Proxy card in accordance with these
instructions will be counted.
In the event that sufficient votes in favor of a proposal are not received
by the date of the Annual Meeting, the persons named as proxies may propose
one or more adjournments of the Annual Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of the
holders of a majority of the shares of capital stock present in person or by
proxy at the Annual Meeting. The persons named as proxies will vote in favor
of such adjournment or adjournments.
ELECTION OF DIRECTORS
PROPOSAL 1
It is proposed to elect seven directors at the Annual Meeting who will
serve until the next annual meeting of stockholders and until their
successors have been duly elected and qualified. The Board of Directors has
decreased the size of the Board from eight to seven directors, in view of
Marilyn Russell Bittle's inability to attend Board meetings. Votes pursuant
to Proxies will be cast for the seven nominees named below, all of whom are
presently directors of the Fund and have served continuously in this capacity
since the dates indicated opposite their respective names. If any of the
nominees for director should be unable to serve, which is not anticipated,
Proxies will be voted for such substitute nominees as may be nominated by the
Fund's Board of Directors, unless otherwise instructed.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED DIRECTLY
POSITIONS WITH FUND, PRINCIPAL DIRECTOR OR INDIRECTLY ON
NAME OF NOMINEE AGE OCCUPATION DURING PAST FIVE YEARS AND ADDRESS SINCE FEBRUARY 1, 1996
- --------------- --- --------------------------------------------- -------- ----------------
<S> <C> <C> <C> <C>
John G. Ayer* 73 President of Sierra Growth Fund, Inc.; Executive Vice 1976** 0
President and Director of Stonebridge Capital
Management, Inc.; Director, Taylor & Turner
Assoc., Ltd. -- 1801 Century Park East, Suite 1800,
Los Angeles, CA 90067
Richard C. Barrett* 54 Vice President of Sierra Growth Fund, Inc.; President 1982 0
and Director of Stonebridge Capital Management, Inc.;
Director, National Industries Fund, Inc. --
1801 Century Park East, Suite 1800, Los Angeles,
CA 90067
Selvyn B. Bleifer, MD 66 Physician -- 414 North Camden Drive, Beverly Hills, 1985 0
CA 90212; Director, National Industries
Fund, Inc.
Marvin Freedman 70 Certified Public Accountant, Freedman Broder & Angen 1995 0
-- 2501 Colorado Avenue, Suite 350, Santa Monica,
CA 90404; Director, National Industries Fund, Inc.
Charles F. Haas 82 Private Investor; Retired Motion Picture and 1980 309
Television Director -- 12626 Hortense Street,
Studio City, CA 91604; Director, National
Industries Fund, Inc.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
William H. Taylor, II 57 General Partner of Taylor & Company, San Francisco, CA 1983 0
a venture capital organization; Director of Oncor,
Inc.; formerly Executive Vice President of B.E.I.
Electronics, Inc -- 2452 Francisco Street, San
Francisco, CA 94123
Charles E. Woodhouse* 32 Vice President and Director of Research of Stonebridge 1995 0
Capital Management, Inc.; Teaching and Research
Assist. at University of Southern California -- 1801
Century Park East, Suite 1800, Los Angeles, CA 90067
</TABLE>
______________________
* Interested persons of the Fund as defined in the Investment Company Act of
1940, as amended, because of their positions with the Fund's investment
advisor, Stonebridge Capital Management, Inc.
** Dr. Ayer served as a director from June 1976 to November 1976 and has
served as a director since February 1977.
As of February 1, 1996, the directors and officers of the Fund, as a
group, owned beneficially 358 shares of stock of the Fund, which constituted
approximately .10% of the Fund's outstanding shares. No one officer or
director or nominee for director owns more than .09% of the Fund's
outstanding shares. No director or officer has any family relationship with
another.
During the fiscal year ended October 31, 1995, the Fund's Board of Directors
held three (3) meetings, one of which was via telephone conference call. Ms.
Bittle did not attend any meetings. The Fund does not have an audit,
nominating or compensation committee of the Board of Directors.
All directors and officers of the Fund, as a group, which consisted of 9
persons, received direct remuneration of $18,851 in the aggregate during the
fiscal year ended October 31, 1995 (directors as a group received $796) paid
by the Fund, and Debra L. Newman, the only officer who received compensation
from the Fund, received, $18,055. Each disinterested director is entitled to
receive from the Fund $50 for each meeting of the Board of Directors
attended, and is not entitled to separate compensation for attendance at
meetings of committees of the Board of Directors.
The following table sets forth more detailed compensation information for
the directors of the Fund during the fiscal year ended October 31, 1995:
<TABLE>
<CAPTION>
COMPENSATION TABLE
TOTAL COMPENSATION
AGGREGATE FROM FUND AND FUND
COMPENSATION PENSION OR COMPLEX*
DIRECTOR FROM FUND RETIREMENT BENEFITS PAID TO DIRECTORS
-------- ------------ ------------------- ------------------
<S> <C> <C> <C>
John G. Ayer $0 $0 $0
Richard C. Barrett $0 $0 $0
Marilyn Russell Bittle $0 $0 $0
Charles F. Haas $100 $0 $100
William H. Taylor, II $446 $0 $446
Selvyn B. Bleifer, MD $150 $0 $900
Marvin Freedman $100 $0 $850
Charles E. Woodhouse $0 $0 $0
</TABLE>
____________________________
* National Industries Fund, Inc. and the Fund comprise a "Fund Complex" as
such term is defined in Item 22(a)(1)(v) of Rule 14a-101 of the Securities
Exchange Act of 1934, because they have the same investment advisor.
4
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SELECTION OF ACCOUNTANTS
PROPOSAL 2
It is the intention of the persons named in the attached Proxy to vote for
ratification of the selection by the Board of Directors (including a majority
of the directors who are not interested persons of Stonebridge Capital
Management, Inc. or officers or employees of the Fund) of the firm of Hein +
Associates as independent public accountants for the Fund for the fiscal year
ending October 31, 1996. As required by the Investment Company Act of 1940,
such selection is submitted to the stockholders for their ratification.
For the fiscal year ended October 31, 1995, Hein + Associates served as
the Fund's independent public accountants and performed audit services. At
the request of the Chief Financial Officer of the Fund, it also performed the
non-audit service of preparing the Fund's income tax returns for the fiscal
year 1995. The employment of Hein + Associates as independent public
accountants for the fiscal year ended October 31, 1995, was approved by the
Fund's Board of Directors and ratified by its stockholders before any audit
services were rendered.
No representative of Hein + Associates will be present at the Annual
Meeting.
NAME CHANGE OF THE FUND
PROPOSAL 3
At the Annual Meeting, stockholders will be asked to approve an amendment
to Article I of the Certificate of Incorporation of the Fund changing the
name of the Fund to Stonebridge Aggressive Growth Fund. On the
recommendation of management, the Board of Directors has approved the
amendment, subject to shareholder approval as required by Delaware law.
Management and the Board of Directors believe that this change will enhance
the public recognition of the Fund.
It is the intention of the persons named in the attached Proxy to vote
shares represented by the Proxy for approval of the proposed amendment.
EXPENSES OF SOLICITATION
The total cost of this solicitation will be borne by the Fund. In
addition to the mails, Proxies may be solicited by directors and officers of
the Fund by personal interviews, telephone and facsimile, Banks, brokerage
houses, and other custodians, nominees and fiduciaries may forward soliciting
material to beneficial owners of stock entitled to vote at the meeting, and
such persons will be reimbursed by the Fund for their out-of-pocket expenses
incurred in this connection.
5
<PAGE>
DEADLINE FOR SUBMITTING PROPOSALS
FOR NEXT YEAR'S MEETING
The Fund's next annual meeting is currently scheduled for March 28, 1997.
..Any proposal intended to be presented by a stockholder at the next annual
meeting of stockholders must be received by the Secretary of the Fund at the
Fund's principal office not later than November 2, 1996, in order to be
considered for inclusion in the Fund's proxy statement and form of proxy for
that meeting.
OTHER MATTERS
The management knows of no other business to presented at the Annual
Meeting, but if other matters properly do come before the Annual Meeting it
is intended that the persons named in the Proxy will vote with respect to
such matters in accordance with their best judgment.
John G. Ayer
President
<PAGE>
PROXY PROXY
PROXY--SIERRA GROWTH FUND, INC. ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 1996
The undersigned stockholder of Sierra Growth Fund, Inc., hereby appoints
Selvyn B. Bleifer, John G. Ayer and Charles F. Haas, or any of them, proxies
each with full power of substitution to represent the undersigned at the
annual meeting of the stockholders to be held in Suite 1800, 1801 Century
Park East, Los Angeles, California, on March 28, 1996, at 10:00 A.M. and at
any adjournment thereof, and to vote all shares of stock which the
undersigned would be entitled to vote with respect to the election of
directors, upon the proposals set forth below and upon other matters properly
coming before the meeting. Such authority includes the right in the
discretion of the proxies, and each of them, to cumulate votes for the
election of directors and thereby to distribute, in such proportion as the
proxies see fit, the votes represented by the proxy among the seven nominees
named below or any substitute person or persons nominated by the Board of
Directors for election to the Board.
Unless otherwise specified in the squares provided below, the
undersigned's vote is to be cast FOR items 1, 2 and 3.
<TABLE>
<S> <C>
1. Election of Directors
/ / FOR all nominees listed (with exceptions noted) / / WITHHOLD AUTHORITY to vote for all nominees listed
(1) John G. Ayer ___ (2) Richard C. Barrett ___ (3) Selvyn B. Bleifer ___ (4) Marvin Freedman ___
(5) Charles F. Haas ___ (6) William H. Taylor II ___ (7) Charles E. Woodhouse ___
</TABLE>
INSTRUCTION: To cumulate votes, write the number of votes cast for each of
the nominees in the space following each of the nominees' names above, in
accordance with the instructions in the Proxy Statement. To withhold
authority to vote for any individual nominee, write that nominee's name
below.
___________________________________________________________________________
2. Ratification of the selection by the Board of Directors of Hein +
Associates as independent public accountants of the Corporation for the
fiscal year 1995/1996:
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal to amend the Articles of Incorporation to change the name of
the Corporation to Stonebridge Aggressive Growth Fund, Inc.
/ / FOR / / AGAINST / / ABSTAIN
______________________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT WHEN NO DIRECTION IS
GIVEN, IT WILL BE VOTED FOR APPROVAL OF THE PROPOSAL AND THE
ELECTION OF ALL NOMINEES AS DIRECTORS. DISCRETIONARY AUTHORITY IS
HEREBY CONFERRED AS TO ALL OTHER MATTERS THAT MAY COME BEFORE THE
MEETING.
_______________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement, dated February 14, 1996.
Dated_________________, 1996
____________________________
____________________________
Signature of Stockholder
____________________________
____________________________
Signature of Additional
Stockholder
if held jointly
Please Sign Exactly
As Your Name Appears Hereon
NOTICE: IT IS IMPORTANT THAT THIS PROXY BE SIGNED AND RETURNED TO:
NIF MANAGEMENT CO., INC., P.O. BOX 17017, DENVER, COLORADO 80217
PLEASE DO NOT FOLD THIS PROXY
