<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
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MAIRS AND POWER GROWTH 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/ $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:
------------------------------------------------------------------------
/ / 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>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
MAIRS AND POWER GROWTH FUND, INC.
MAIRS AND POWER INCOME FUND, INC.
W-2062 First National Bank Building
332 Minnesota Street
St. Paul, Minnesota 55101
NOTICE IS HEREBY GIVEN that the Annual Meeting of the stockholders of Mairs
and Power Growth Fund, Inc. and Mairs and Power Income Fund, Inc. (individually,
a "Fund" and collectively, the "Funds") will be held in the Communications
Center, Lower Level, First National Bank Building, 332 Minnesota Street, St.
Paul, Minnesota, on May 20, 1996, at 11:00 o'clock A.M. for the following
purposes:
1. To elect six directors for each Fund for a term of one year.
2. To ratify the selection of Ernst & Young LLP as independent auditors of
each Fund for the current year.
3. To transact such other business as may properly come before the meeting.
This is a combined Notice and Proxy Statement for the Funds managed by Mairs
and Power, Inc. The stockholders of each Fund will vote only on the matters
being considered by that Fund. A stockholder of both Funds will receive a copy
of this Notice, the Proxy Statement, Proxy card and a return postage pre-paid
envelope for each Fund.
The Board of Directors of each Fund has established April 12, 1996 as the
record date for the determination of stockholders entitled to vote at its Annual
Meeting. The transfer books of the Funds will not be closed.
The minute book for each Fund will be available at the Annual Meeting for
inspection by stockholders.
By Order of the Board of Directors
George A. Mairs III, President
Dated: April 26, 1996
- --------------------------------------------------------------------------------
IMPORTANT
- --------------------------------------------------------------------------------
A Proxy Statement and Proxy are submitted herewith. As a stockholder,
you are urged to complete and mail the Proxy promptly whether or not you
plan to attend the Annual Meeting in person. The enclosed envelope for
return of the Proxy requires no postage if mailed in the U.S.A. Any
stockholder who executes and returns a Proxy may revoke it at any time
prior to the voting of the Proxies by giving written notice to the
Secretary of a Fund, by executing a later-dated Proxy, or by attending
the meeting and giving oral notice to the Secretary of a Fund. It is
important that your shares be voted.
<PAGE>
MAIRS AND POWER GROWTH FUND, INC.
MAIRS AND POWER INCOME FUND, INC.
W-2062 First National Bank Building
332 Minnesota Street
St. Paul, Minnesota 55101
---------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
MAY 20, 1996
---------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Boards of Directors of Mairs and Power Growth Fund, Inc. and
Mairs and Power Income Fund, Inc. (individually, a "Fund" and collectively, the
"Funds") for use at the Annual Meeting of Stockholders, to be held in the
Communications Center, Lower Level, First National Bank Building, 332 Minnesota
Street, St. Paul, Minnesota, on May 20, 1996, at 11:00 o'clock A.M., and at any
adjournments thereof (collectively, the "Meeting").
The following proposals will be separately voted upon for each Fund by the
stockholders of such Fund:
1. The election of six directors for a term of one year.
2. The ratification of the selection of Ernst & Young LLP as independent
auditors for the current year.
In addition, the stockholders of each Fund will transact such other business
as may properly come before the Meeting.
This Proxy Statement, the Notice of Annual Meeting and the Proxy card are
first being mailed to stockholders on or about April 26, 1996, or as soon as
practicable thereafter. Any stockholder giving a Proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of a
Fund, W-2062 First National Bank Building, 332 Minnesota Street, St. Paul,
Minnesota 55101) by executing a later-dated proxy, or by attending the Meeting
and giving oral notice to the Secretary of a Fund. All properly executed proxies
received in time for the Meeting will be voted as specified in the proxy or, if
no specification is made, for each proposal referred to in the Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast is
necessary to constitute a quorum for the transaction of business. For purposes
of determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" will be treated as shares that are present
but which have not been voted. Broker "non-votes" are proxies received by the
Fund from brokers or nominees when the broker or nominee has neither received
instructions from the beneficial owner or other persons entitled to vote nor has
discretionary power to vote on a particular matter. Accordingly, stockholders
whose shares are held in a street name account are urged to forward their voting
instructions promptly.
1
<PAGE>
On April 12, 1996 (the "Record Date"), each Fund had the number of outstanding
shares of common stock shown in the table below. Holders of record of the common
stock of a Fund at the close of business on the Record Date will be entitled to
one vote per share on each matter that comes before the Meeting of that Fund.
The affirmative vote of a majority of the shares of each Fund represented at the
meeting in person or by Proxy will be required to approve proposals 1 and 2.
Abstentions and broker non-votes will not be counted in favor of, but will have
no other effect on, the vote for proposals 1 and 2.
<TABLE>
<CAPTION>
NUMBER OF SHARES
FUND OUTSTANDING ON RECORD DATE
- ---------------------------------------- --------------------------
<S> <C>
Mairs and Power Growth Fund, Inc. 1,504,314
Mairs and Power Income Fund, Inc. 265,612
</TABLE>
Each Fund provides periodic reports to all of its stockholders and has
previously mailed its Annual Report for the year ended December 31, 1995. You
may receive an additional copy of the Annual Report, without charge, by calling
800-304-7404 or by writing to the Fund.
1.__ELECTION OF DIRECTORS
Six Directors are to be elected for each Fund to serve until the next annual
meeting of that Fund and until their respective successors are elected and
qualified. It is proposed that Proxies will be voted in favor of election of the
six nominees below.
All nominees have agreed to serve if elected. However, if any nominee should
become unavailable for election, each Fund's Proxy confers discretionary power
to vote in favor of a substitute nominee or nominees.
The following tables furnish information about the nominees:
<TABLE>
<CAPTION>
DIRECTOR SINCE
------------------------------------------------
MAIRS AND POWER MAIRS AND POWER
NOMINEE GROWTH FUND, INC. INCOME FUND, INC.
- ------------------------------ ----------------------- -----------------------
<S> <C> <C>
Litton E.S. Field 1972 1972
William B. Frels 1993 1993
Donald E. Garretson 1983 1983
George A. Mairs, III 1974 1974
Peter G. Robb 1995 1995
J. Thomas Simonet 1992 1992
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION SINCE
NOMINEE AGE JANUARY 1, 1991
- ------------------------------- --- --------------------------------------------
<S> <C> <C>
Litton E.S. Field (1) 73 Chairman, T.C. Field & Co. Insurance Agency
William B. Frels (2) 56 Vice President and Secretary, Mairs and
Power, Inc. since 7/1/92; Vice President and
Senior Investment Officer, American National
Bank and Trust Company of St. Paul, MN (9/90
-6/92)
Donald E. Garretson (1) 74 Retired Vice President, 3M Company
George A. Mairs, III (2) 67 President, Mairs and Power, Inc.
Peter G. Robb (2) 47 Vice President of Mairs and Power, Inc.
(6/94 - Present); Vice President and
Portfolio Manager, First Trust, N.A., St.
Paul, MN (6/86 - 4/94)
J. Thomas Simonet (1) 69 Retired CEO, First Trust, N.A., St. Paul, MN
</TABLE>
- ---------------------
(1) Messrs. Field, Garretson and Simonet (none of whom are "interested persons"
of the Funds, within the meaning of section 2(a)(19) of the Investment
Company Act of 1940) are members of the Audit Committee of the Board of
Directors of each Fund. The Audit Committee meets with the Funds'
independent auditors at least once a year to review the results of the
examination of the Funds' financial statements and any other matters
relating to the Funds.
(2) Interested person of each Fund, within the meaning of section 2(a)(19) of
the Investment Company Act of 1940, by virtue of such person's employment
by, or equity interest in, the Funds' investment adviser. See "Other
Information - The Adviser."
During the fiscal year ended December 31, 1995, each Fund held four meetings
of the Board of Directors and two meetings of its Audit Committee. Each Director
of each Fund attended all of the meetings of the Board of Directors of that
Fund, and all Directors who serve on the Audit Committee were in attendance at
all Audit Committee meetings.
Directors, other than those who are "interested persons," were paid directors'
fees in the following amounts during 1995:
<TABLE>
<CAPTION>
MAIRS AND POWER MAIRS AND POWER
GROWTH FUND, INC. INCOME FUND, INC.
-------------------------- --------------------------
<S> <C> <C>
Litton E.S. Field $ 4,950 $ 1,550
Donald E. Garretson 4,950 1,550
J. Thomas Simonet 4,950 1,550
</TABLE>
2.__RATIFICATION OF SELECTION OF AUDITORS.
The stockholders will be asked to ratify the selection of Ernst & Young LLP as
independent auditors for the current year. Ratification or rejection of the
selection of independent auditors will be determined by a majority of the votes
cast. Ernst & Young LLP, 1400 Pillsbury Center, 200 South Sixth Street,
Minneapolis, Minnesota 55402 and its predecessor firms, have acted as
independent auditors for the Funds since their inception. Pursuant to the
Investment Company Act of 1940, a majority of those members of the Board of
Directors who are not "interested persons" of the Funds have selected Ernst &
Young LLP to continue as independent auditors for the Funds and recommend
3
<PAGE>
that the selection be ratified. Neither Ernst & Young LLP nor any of its members
has any direct or indirect financial interest in, or any connection with, the
Funds in any capacity other than as independent auditors, except that Ernst &
Young LLP also acts as independent auditors for the Funds' investment adviser,
Mairs and Power, Inc.
A representative of Ernst & Young LLP is expected to be present at the Meeting
to answer appropriate questions, and if the representative desires to do so,
make a statement.
3.__OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.
The management knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known properly come before the
Meeting, the persons named in the enclosed Proxy, or their substitutes, will
vote the Proxy in accordance with their best judgment on such matters.
OTHER INFORMATION
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the shares of each Fund as of April 12, 1996, by (i) each person
known to the Fund to own more than 5% of its common stock, (ii) each nominee and
Director of the Fund, and (iii) by all Directors and Officers of the Fund as a
group. All of the shares of a Fund over which a person, directly or indirectly,
had or shared voting or investment power have been deemed beneficially owned, in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934. Except as
indicated by footnote, each person or group identified has sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them.
<TABLE>
<CAPTION>
SHARES OF SHARES OF
MAIRS AND POWER PERCENTAGE MAIRS AND POWER PERCENTAGE
NAME GROWTH FUND, INC. OWNED INCOME FUND, INC. OWNED
- -------------------------- --------------------- ----------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Smyth Profit Sharing -0- * 21,660 8.2%
and Savings Plan
1085 Snelling Ave. N.
St. Paul, MN
Litton E.S. Field 28,020 1.9% 61 *
William B. Frels 1,615(1)(2) * 409(2) *
Donald E. Garretson 4,020(3) * 1,528 *
George A. Mairs, III 24,912(2)(4) 1.7% 577(2)(5) *
Peter G. Robb 497(2)(6) * -0-(2) *
J. Thomas Simonet 3,227 * 2,193 *
All Directors and 63,397 4.2% 5,829 2.2%
Officers as a group
(7 persons)
</TABLE>
- ---------------------
* Less than 1%.
(1) Consists of 1,559 shares held by a profit sharing trust for the benefit of
Mr. Frels and 57 shares held by members of Mr. Frels' immediate family.
4
<PAGE>
(2) Does not include 25,333 shares of Mairs and Power Growth Fund, Inc. and
3,044 shares of Mairs and Power Income Fund, Inc. held by a profit sharing
trust of which Messrs. Frels, Mairs and Robb are trustees with shared voting
power.
(3) Includes 92 shares held by Mr. Garretson's wife.
(4) Includes 18,496 shares held by a profit sharing trust for the benefit of Mr.
Mairs and 184 shares held by Mr. Mairs' wife.
(5) Includes 477 shares held by Mr. Mairs' wife.
(6) Includes 478 shares held by Mr. Robb's wife.
THE ADVISER
Mairs and Power, Inc., a Minnesota corporation (the "Adviser"), provides
investment services to each Fund and other institutional and individual
accounts, and is registered as an investment adviser under the Investment
Advisers Act of 1940. The Adviser's address is W-2062 First National Bank
Building, 332 Minnesota Street, St. Paul, Minnesota 55101. Officers and
directors of the Adviser and their respective ownership positions in the
Adviser's common stock are: George A. Mairs, III, 54.9%, William B. Frels,
31.9%, Peter G. Robb, 11.8% and Kathleen M. Kellerman, 1.4%. The Adviser has
been the investment adviser for each Fund since the beginning of their
operations. The Adviser performs this service under the terms of an Investment
Advisory Agreement (the "Agreement") which was submitted to and approved by the
stockholders of each Fund at their annual meetings on March 20, 1972, and
approved by the Board of Directors of each Fund, including a majority of the
directors who were not parties to such agreements, or interested persons of any
such party, at its meeting on the same date. The Agreement must be approved
annually by a majority of the Board of Directors of each Fund, including a
majority of those directors who are not parties to such contract, or "interested
persons" of any such party.
The Board of Directors of each Fund, including the three directors who are not
"interested persons," voted unanimously at their December 12, 1995 meetings to
renew the Agreement for one year under its present terms.
Under the terms of the Agreement, the Adviser agrees to pay all executive
salaries, office rental, and other expenses considered incidental to providing
investment services to each Fund. In return for these services, each Fund agrees
to pay the Adviser a fee of 1/20 of 1% of each Fund's net assets per month (.6%
annually) calculated and paid on the last valuation date for each Fund's shares
each month. The Agreement provides that the fee will be reduced to the extent
necessary to comply with state securities regulations to which each Fund may be
subject.
The Agreement may be terminated at any time with respect to a Fund, without
penalty, on 60 days' written notice by the Fund's Board of Directors, by the
holders of a majority of the Fund's outstanding voting securities or by the
Adviser. The Agreement automatically terminates in the event of its assignment
(as defined in the Investment Company Act of 1940 and the rules thereunder).
The Agreement may be amended at any time so long as: (1) such amendment is
approved by an affirmative vote of a majority of the outstanding voting
securities of each Fund, as defined in Section 2(a)(42) of the Investment
Company Act of 1940; and (2) the terms of such amendment are approved by the
vote of a majority of those directors who are not interested persons of each
Fund or the Adviser, voting in person at a meeting called for the purpose of
voting on such approval.
5
<PAGE>
OFFICERS OF THE FUNDS
The following persons are Officers of the Funds who have been elected to serve
until May, 1996, and until their successors are elected and qualified.
<TABLE>
<CAPTION>
OFFICE AND YEAR PRINCIPAL OCCUPATION DURING
NAME AND AGE AT JANUARY 1, 1995 FIRST ELECTED PAST FIVE YEARS
- ---------------------------------- ------------------------ -------------------------------
<S> <C> <C>
George A. Mairs, III, 67 President - Mairs and Officer, Mairs and Power, Inc.
Power Growth Fund - 1985
Secretary - Mairs and
Power Income Fund - 1985
William B. Frels, 56 President - Mairs and Officer, Mairs and Power, Inc.
Power Income Fund - 1992 since 7/1/92; Vice President
Secretary - Mairs and and Senior Investment Officer,
Power Growth Fund - 1992 American National Bank and
Trust Company of St. Paul, MN
(9/90 - 6/92)
Peter G. Robb, 47 Vice President - Mairs Officer, Mairs and Power, Inc.
and Power Income Fund since 7/1/94; Vice President
and Mairs and Power and Portfolio Manager, First
Growth Fund - 1994 Trust, N.A., St. Paul, MN (6/86
-4/94)
Kathleen M. Kellerman, 61 Treasurer - Mairs and Officer, Mairs and Power, Inc.
Power Income Fund and since 7/1/93; Office Manager,
Mairs and Power Growth Mairs and Power, Inc.
Fund - 1986
</TABLE>
Officers of the Funds receive no direct compensation from the Funds for their
services.
STOCKHOLDER PROPOSALS
If a stockholder of either Fund wishes to present a proposal for consideration
at next year's annual meeting of stockholders, such proposal must be received at
the Fund's offices on or before December 20, 1996.
6
<PAGE>
MAIRS AND POWER GROWTH FUND, INC. W-2062 FIRST NATIONAL BANK BLDG., 332
MINNESOTA STREET, ST. PAUL, MN 55101
PROXY CARD
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS MAY
20, 1996
The undersigned, having duly received the Notice of Annual Meeting and the
Proxy Statement dated April 26, 1996, hereby appoints Litton E.S. Field and
George A. Mairs, III or either of them the true and lawful attorneys, agents and
proxies of the undersigned (with the power of substitution and revocation) to
represent the undersigned and to vote, as designated below, all shares of Mairs
and Power Growth Fund, Inc. held of record by the undersigned on April 12, 1996,
at the annual meeting of stockholders to be held on May 20, 1996 in the
Communications Center, Lower Level, First National Bank Building, 332 Minnesota
Street, St. Paul, Minnesota at 11:00 a.m., and at any adjournments thereof.
1. PROPOSAL TO ELECT SIX DIRECTORS FOR A TERM OF ONE YEAR.
FOR / / all direct nominees listed WITHHOLD AUTHORITY / /
below, except
any nominee whose name is
written
in by stockholders.
Nominees: Litton E.S. Field, William B. Frels, Donald E.
Garretson, George A. Mairs, III, Peter G. Robb, J. Thomas
Simonet.
INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided._________________________________________________
2. PROPOSAL TO RATIFY ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS.
FOR / / AGAINST / / ABSTAIN / /
3. In their discretion, upon such other matters as may
properly come before the meeting.
The Board
of
Directors
recommends
a vote
FOR
(Continued, and to be signed on other side)
<PAGE>
UNLESS OTHERWISE SPECIFIED, THE PROXIES ARE APPOINTED TO VOTE FOR
THE ELECTION OF DIRECTORS AND FOR PROPOSALS 2 AND 3
IDENTIFIED ON THE REVERSE SIDE HEREOF.
Please sign exactly as name appears on this card. When shares are held by joint
tenants, both should sign.
Date , 1996
SIGNED
SIGNED
(When signing as attorney, administrator,
trustee, guardian or corporate officer, please
so
indicate and give your full title. If a
corporation or partnership, please sign in full
corporate or partnership name by an authorized
person.)
Please mark, date, sign and return this proxy in the
enclosed envelope.
