<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
/ / Definite Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 24014a-12
MAIRS AND POWER GROWTH FUND, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(I) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
MAIRS AND POWER GROWTH FUND, INC.
MAIRS AND POWER BALANCED FUND, INC.
W-1420 First National Bank Building
332 Minnesota Street
Saint Paul, MN 55101
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders (the
"Meeting") of Mairs and Power Growth Fund, Inc. and Mairs and Power Balanced
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, Saint Paul, Minnesota 55101, on May 17, 1999, at 11:00 a.m.,
Saint Paul time, for the following purposes:
1. To elect six directors to serve as directors of each Fund;
2. To ratify the selection of Ernst & Young LLP as independent auditors
of each Fund for each Fund's fiscal year ending December 31, 1999; and
3. To transact such other business as may properly come before the
Meeting and any adjournment thereof.
This is a combined Notice and Proxy Statement for the Funds managed by
Mairs and Power, Inc., a Minnesota corporation. The shareholders of Mairs and
Power Growth Fund, Inc. and the shareholders of Mairs and Power Balanced Fund,
Inc. will be asked to vote separately on the proposals listed above.
The Board of Directors of each Fund has established April 5, 1999 as the
record date for determining shareholders entitled to notice of, and to vote at
the Meeting. The transfer books of the Funds will not be closed for the
Meeting. The minute book for each Fund will be available at the Meeting for
inspection by its shareholders.
All shareholders of the Funds are encouraged to attend the Meeting in
person. Shareholders who are unable to be present in person at the Meeting are
requested to execute and promptly return the accompanying Proxy in the enclosed
envelope. YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS
IN THE FUNDS. IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED BY
THE DATE OF THE MEETING. The Proxy is being solicited by the Boards of
Directors of the Funds. Your attendance at the Meeting, whether in person or by
Proxy, is important to ensure a quorum. Any shareholder 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 the respective Fund, by executing a
later-dated Proxy, or by attending the Meeting and giving oral notice to the
Secretary of the respective Fund.
BY ORDER OF THE BOARD OF DIRECTORS
George A. Mairs III, President
Saint Paul, Minnesota
April 15, 1999
<PAGE>
MAIRS AND POWER GROWTH FUND, INC.
MAIRS AND POWER BALANCED FUND, INC.
W-1420 First National Bank Building
332 Minnesota Street
Saint Paul, MN 55101
----------------
PROXY STATEMENT
FOR 1999
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 17, 1999
----------------
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 Balanced Fund, Inc. (individually, a "Fund" and collectively,
the "Funds") for use at the Funds' combined Annual Meeting of Shareholders (the
"Meeting"), to be held in the Communications Center, Lower Level, First National
Bank Building, 332 Minnesota Street, Saint Paul, Minnesota, on May 17, 1999, at
11:00 a.m., Saint Paul time, and at any adjournment thereof, for the following
purposes:
1. To elect six directors to serve as directors of each Fund;
2. To ratify the selection of Ernst & Young LLP as independent auditors
of each Fund for each Fund's fiscal year ending December 31, 1999; and
3. To transact such other business as may properly come before the
Meeting and any adjournment thereof.
This is a combined Notice and Proxy Statement for the Funds managed by
Mairs and Power, Inc., a Minnesota corporation. The shareholders of Mairs and
Power Growth Fund, Inc. and the shareholders of Mairs and Power Balanced Fund,
Inc. will be asked to vote separately on the proposals listed above.
The Board of Directors of each Fund knows of no business which will be
presented at the Meeting other than the matters referred to above. However, if
any other matters are properly presented at the Meeting, it is intended that the
persons named in the Proxy will vote on such matters in accordance with their
judgment. If the enclosed Proxy is executed and returned, it nevertheless may
be revoked at any time before it has been voted by a later-dated Proxy or a vote
in person at the Meeting. Shares represented by properly executed Proxies
received on behalf of each Fund will be voted at the Meeting (unless revoked
prior to their vote) in the manner specified therein. If no instructions are
specified in a signed Proxy returned to a Fund, the shares represented thereby
will be voted (i) FOR the election of the director nominees listed in the
enclosed Proxy, and (ii) FOR the ratification of the appointment of Ernst and
Young LLP as independent auditors for each Fund's 1999 fiscal year.
This Proxy Statement, the accompanying Notice of Annual Meeting of
Shareholders and the accompanying Proxy are first being mailed to shareholders
on or about April 15, 1999.
1
<PAGE>
The presence at the Meeting, in person or by Proxy, of at least a majority
of the total number of shares of each Fund's issued and outstanding common stock
is necessary to constitute a quorum for the transaction of business at the
Meeting. All votes will be tabulated by the inspector of election for the
Meeting, who will separately tabulate affirmative and negative votes,
abstentions, and broker non-votes. For purposes of determining the presence of
a quorum, abstentions and broker "non-votes" will be treated as shares that are
present but which have not been voted in favor of the particular matter. Broker
"non-votes" are Proxies received by a Fund from brokers or nominees who have not
received instructions from the beneficial owner or other persons entitled to
vote, and who do not have discretionary power to vote on a particular matter.
Accordingly, shareholders whose shares are held in street name are urged to
forward their voting instructions promptly.
On April 5, 1999 (the "Record Date"), each Fund had the number of
outstanding shares of common stock shown in the table below. Only holders of
shares of common stock of a Fund at the close of business on the Record Date are
entitled to receive notice of, and to vote at, the Meeting. Each such share of
common stock of a Fund is entitled to one vote per share on each matter that
comes before the Meeting for that Fund. Assuming the presence of a quorum, the
affirmative vote of a majority of the shares of a Fund represented at the
Meeting in person or by Proxy is required to approve the proposals for that
Fund.
NUMBER OF SHARES
FUND OUTSTANDING ON RECORD DATE
- ----------------------------------------- --------------------------
Mairs and Power Growth Fund, Inc. 5,910,928
Mairs and Power Balanced Fund, Inc. 788,430
I. PROPOSAL FOR ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTOR
The following table sets forth certain information regarding the nominees
for election as director of each Fund. All of the directors elected at the
Meeting will serve until the next meeting of the respective Fund's shareholders
and until their respective successors shall be elected and qualified. The Funds
are not required to hold annual meetings and may elect not to have an annual
meeting unless a matter arises which requires shareholder approval.
All nominees for director 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.
<TABLE>
<CAPTION>
DIRECTOR SINCE:
---------------------
MAIRS AND POWER MAIRS AND POWER
NOMINEE GROWTH FUND, INC. BALANCED FUND, INC. AGE
- ------------------------------ ---------------- ------------------ ----
<S> <C> <C> <C>
Charlton Dietz 1997 1997 68
William B. Frels * 1993 1993 59
Donald E. Garretson 1983 1983 77
George A. Mairs, III * 1974 1974 70
Peter G. Robb * 1995 1995 50
J. Thomas Simonet 1992 1992 72
</TABLE>
* Messrs. Frels, Mairs and Robb are "interested persons" of each Fund, within
the meaning of section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "Investment Company Act") by virtue of their employment by, or
equity interest in, the Funds' investment adviser. See "The Adviser."
2
<PAGE>
The business experience during the past five years and background of the
nominees, each of whom currently serves as a director of both Funds, is
described below:
CHARLTON DIETZ. Mr. Dietz is currently retired. Between 1988 and 1993,
Mr. Dietz served as a Senior Vice President, Legal Affairs and General Counsel
of Minnesota Mining and Manufacturing Company.
WILLIAM B. FRELS. Since 1994, Mr. Frels has served as the Vice President
of Mairs and Power, Inc. and since 1996, Mr. Frels has served as Treasurer of
Mairs and Power, Inc. He is the President of Mairs and Power Balanced Fund,
Inc. and Secretary of Mairs and Power Growth Fund, Inc.
DONALD E. GARRETSON. Mr. Garretson is currently retired. Between 1972
and 1985, Mr. Garretson served as a Vice President of Minnesota Mining and
Manufacturing Company.
GEORGE A. MAIRS, III. Since 1993, Mr. Mairs has served as the President
of Mairs and Power, Inc. He is the President of Mairs and Power Growth Fund,
Inc. and Secretary of Mairs and Power Balanced Fund, Inc.
PETER G. ROBB. Since 1994, Mr. Robb has served as the Vice President of
Mairs and Power, Inc. and since 1996, Mr. Robb has served as Secretary of Mairs
and Power, Inc. He is the Vice President of both Funds. Between 1986 and 1994,
Mr. Robb served as a Vice President and Portfolio Manager for U.S. Bank Trust
National Association (formerly First Trust National Association), Saint Paul,
Minnesota.
J. THOMAS SIMONET. Mr. Simonet is currently retired. Between 1981 and
1985, Mr. Simonet served as the Chief Executive Officer of U.S. Bank Trust
National Association (formerly First Trust National Association), Saint Paul,
Minnesota.
PURSUANT TO THE INVESTMENT COMPANY ACT, A MAJORITY OF THE DISINTERESTED
MEMBERS OF THE BOARD OF DIRECTORS OF EACH FUND HAVE REVIEWED THE PROPOSAL
REGARDING THE NOMINEES FOR ELECTION AS DIRECTOR AND RECOMMEND THAT THE PROPOSAL
BE APPROVED.
COMMITTEES
Messrs. Dietz, Garretson and Simonet (none of whom are interested persons
of either Fund) are members of the Audit Committee of the Board of Directors of
each Fund. Each Audit Committee meets with the independent auditors at least
annually to review the results of the examination of the respective Fund's
financial statements and any other matters relating to such Fund. The Funds do
not have nominating or compensation committees.
During the fiscal year ended December 31, 1998, the Board of Directors of
each Fund held four meetings and three meetings of its respective Audit
Committee. Each director attended all of the meetings of the Board of Directors
and each committee of which he was a member that were held in the fiscal year
ended December 31, 1998.
3
<PAGE>
DIRECTOR COMPENSATION
The following directors were paid director's fees in the following amounts
during the year ended December 31, 1998. Neither Fund paid any compensation to
any interested director during the year, and the amounts set forth below
represent the total payments made by each Fund to its directors last year.
<TABLE>
<CAPTION>
MAIRS AND POWER MAIRS AND POWER
GROWTH FUND, INC. BALANCED FUND, INC.
----------------- -------------------
<S> <C> <C>
Charlton Dietz $ 18,000 $ 2,000
Donald E. Garretson 18,000 2,000
J. Thomas Simonet 18,000 2,000
</TABLE>
II. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of each Fund has appointed Ernst & Young LLP as the
independent auditors for each Fund for its fiscal year ending December 31, 1999.
Ernst & Young LLP, together with its predecessor firms has acted as independent
auditor for the Funds since their inception. A representative of Ernst & Young
LLP is expected to be present at the Meeting and will be provided with an
opportunity to make a statement if he or she desires, and will be available to
answer appropriate questions.
PURSUANT TO THE INVESTMENT COMPANY ACT, A MAJORITY OF THE DISINTERESTED
MEMBERS OF THE BOARD OF DIRECTORS OF EACH FUND HAVE SELECTED ERNST & YOUNG LLP
TO CONTINUE AS THE INDEPENDENT AUDITOR FOR EACH FUND AND RECOMMEND A VOTE IN
FAVOR OF THE RATIFICATION OF SUCH SELECTION.
SECURITY OWNERSHIP
The following table sets forth certain information regarding the
beneficial ownership of the shares of common stock of each Fund as of March 19,
1999 by (i) each person known to a Fund to be the beneficial owner of 5% or more
of its common stock, (ii) each director and nominee for director, and (iii) by
all directors and officers of a 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, as amended. Except as indicated by footnote,
each person or entity identified has sole voting and investment power with
respect to all shares of common stock of a Fund shown as beneficially owned by
him or it.
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF SHARES OF
MAIRS AND POWER PERCENTAGE MAIRS AND POWER
GROWTH FUND, OWNED BALANCED FUND, PERCENTAGE
NAME INC. INC. OWNED
- ----------------------- --------------- ---------- --------------- ----------
<S> <C> <C> <C> <C>
Smyth Profit 81,462 1.4% 61,458 7.8%
Sharing and
Savings
Plan
1085 Snelling Ave.
North
St. Paul,
Minnesota
55108
Charlton Dietz 236 * 49 *
William B. Frels 3,181 (1) * 1,344 (5) (6) *
Donald E. Garretson 4,260 (2) * 3,414 *
George A. Mairs, III 24,665 (3) * 1,153 (5) (7) *
Peter G. Robb 1,611 (4) * 0 (5) *
J. Thomas Simonet 2,583 * 6,124 *
All Directors and 42,669 * 21,367 2.7%
Officers as a
group (7 persons)
- --------------------
</TABLE>
* Indicates an amount less than 1%.
(1) Includes 437 shares held by members of Mr. Frels' immediate family. Does
not include 24,270 shares held by a profit sharing trust in which Mr. Frels
is a trustee with shared voting power.
(2) Includes 82 shares held by Mr. Garretson's wife.
(3) Includes 200 shares held by Mr. Mairs' wife. Does not include 8,857 shares
held by a profit sharing trust in which Mr. Mairs is a trustee with shared
voting power.
(4) Includes 544 shares held by Mr. Robb's immediate family. Does not include
25,984 shares held by a profit sharing trust in which Mr. Robb is a trustee
with shared voting power.
(5) Does not include 8,285 shares of Mairs and Power Balanced Fund, Inc. held
by a profit sharing trust in which Messrs. Frels, Mairs and Robb are
trustees with shared voting power.
(8) Includes 430 shares held by members of Mr. Frels' immediate family.
(7) Includes 953 shares held by Mr. Mairs' 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, as amended. The Adviser's address is W-1420 First
National Bank Building, 332 Minnesota Street, Saint 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, 43.1%, William B.
Frels, 36.1%, and Peter G. Robb, 20.8%. The Adviser has been the investment
adviser for the Funds since their inception. The Adviser performs this service
under the terms of an Investment Advisory Agreement, as amended, (the
5
<PAGE>
"Agreement") which was submitted to and approved by the shareholders of each
Fund. The Agreement was approved by the Board of Directors of each Fund,
including a majority of the directors who were not parties to such Agreement or
interested persons of any such party. 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 the Agreement, 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 8, 1998 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 Mairs and Power, Inc. a fee of 1/20 of 1% of each Fund's net
assets per month (0.6% 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 and the rules promulgated thereunder).
The Agreement may be amended at any time so long as: (i) 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; and (ii) 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.
MANAGEMENT OF THE FUNDS
The following persons are officers of the Funds who have been elected to
serve until May 1999, and until their successors are elected and qualified.
<TABLE>
<CAPTION>
NAME AGE OFFICE
- ------------------------- ------- -----------------------------------------
<S> <C> <C>
George A. Mairs, III 70 President, Mairs and Power Growth Fund
Secretary, Mairs and Power Balanced Fund
William B. Frels 59 President, Mairs and Power Balanced Fund
Secretary, Mairs and Power Growth Fund
Peter G. Robb 50 Vice President, Mairs and Power Balanced
Fund and Mairs and Power Growth Fund
Lisa J. Hartzell 54 Treasurer, Mairs and Power Balanced Fund
and Mairs and Power Growth Fund
</TABLE>
6
<PAGE>
For information regarding the principal occupation during the past five
years of Messr. Mairs, Frels and Robb, see "Proposal for Election of Directors
- -- Nominees for Election as Director."
LISA J. HARTZELL. Ms. Hartzell has been Treasurer of both Funds, and the
manager of Mutual Fund Services since May 1996. Ms. Hartzell was the
Administrator to the Funds between February 1993 and May 1996.
Officers of the Funds receive no direct compensation from the Funds for
their services.
EXPENSES OF SOLICITATION
The cost of this solicitation of Proxies will be paid by each Fund. It is
anticipated that the Proxies will be solicited only by mail, except that
solicitation personally or by telephone may also be made by the Funds' regular
employees who will receive no additional compensation for their services in
connection with the solicitation.
ANNUAL REPORT
A copy of the 1998 Annual Report to Shareholders of each Fund has
previously been sent to the shareholders of each Fund. Shareholders may receive
additional copies of the Annual Report for Mairs and Power Growth Fund, Inc.
without charge, by calling (800) 304-7404 or by writing to Mutual Fund Services,
P. O. Box 701, Milwaukee, Wisconsin 53201-0701. Shareholders may receive
additional copies of the Annual Report for Mairs and Power Balanced Fund, Inc.
without charge, by calling (651) 222-8478 or by writing to such Fund at W-1420
First National Bank Building, 332 Minnesota Street, Saint Paul, Minnesota 55101.
No part of either Fund's 1998 Annual Report to Shareholders is incorporated
herein and no part thereof is to be considered proxy soliciting material.
BY ORDER OF THE BOARD OF DIRECTORS
George A. Mairs, III, President
Saint Paul, Minnesota
April 15, 1999
7
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
MAIRS AND POWER GROWTH FUND, INC. W-1420 FIRST NATIONAL BANK BLDG., 332 MINNESOTA STREET, ST. PAUL, MN 55101
PROXY CARD
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS MAY 17, 1999
The undersigned, having duly received the Notice of Annual Meeting of Shareholders and the Proxy Statement dated April 15,
1999, hereby appoints Donald E. Garretson 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 5, 1999, at the annual meeting
of shareholders to be held on May 17, 1999 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR: PLEASE VOTE BY FILLING IN THE BOXES BELOW.
1. PROPOSAL TO ELECT SIX DIRECTORS FOR WITHHOLD
AUTHORITY
NOMINEES: CHARLTON DIETZ, WILLIAM B. FRELS, DONALD E. GARRETSON, all director nominees listed
GEORGE A. MAIRS, III, PETER G. ROBB, J. THOMAS SIMONET. at left, except any nominee
whose name is written in
INSTRUCTIONS: To withhold authority to vote for any individual by shareholders.
nominee, write that nominee's name in the space provided.
------------------------------------------------------------------- [ ] [ ]
2. PROPOSAL TO RATIFY ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR AGAINST ABSTAIN
for fiscal year ending December 31, 1999. [ ] [ ] [ ]
3. THIS PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PROXIES TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENT THEREOF. THE BOARD OF DIRECTORS KNOWS OF NO OTHER MATTERS THAT WILL BE PRESENTED AT THE MEETING
FOR A SHAREHOLDER VOTE.
(Continued, and to be signed on other side)
</TABLE>
<PAGE>
UNLESS OTHERWISE SPECIFIED, THE PROXIES ARE APPOINTED TO VOTE FOR
THE ELECTION OF DIRECTORS AND FOR PROPOSAL 2
IDENTIFIED ON THE REVERSE SIDE HEREOF.
<TABLE>
<CAPTION>
<S> <C>
Please sign exactly as name appears on this
card. When shares are held by joint tenants,
both should sign.
Date: ______________, 1999
---------------------------------------------
---------------------------------------------
Signature(s)
(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.
</TABLE>
