<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
Mosher, 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/ $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:
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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:
$125.00
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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> 2
MOSHER, INC.
2800 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 7, 1996
NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders of Mosher,
Inc. (the "Company") will be held at the Executive Hotel in the Oleander Room,
3232 West Mockingbird Lane, Dallas, Texas 75235, on Friday, June 7, 1996, at
11:00 a.m. Central Time for the following purposes:
I. To elect eight Directors each to serve until the next annual meeting
of shareholders and until his successor is duly elected and shall
qualify;
II. To ratify or reject the selection of KPMG Peat Marwick LLP as
independent auditors for the Company for the fiscal year ending
December 31, 1996; and
III. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors of the Company has fixed the close of business on
April 19, 1996, as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
By Order of the Board of Directors,
Arthur H. Rogers,
Secretary
Mailing Date: April 26, 1996
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IMPORTANT
If you do not expect to attend the meeting, please promptly execute the enclosed
proxy and return it in the enclosed envelope thus enabling your company to avoid
unnecessary expense and delay. No postage is required if mailed in the United
States.
<PAGE> 3
MOSHER, INC.
2800 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 7, 1996
---------------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of the Company of proxies for use at the annual meeting
of shareholders and at any adjournment thereof. A proxy, if properly executed,
duly returned and not revoked, will be voted in accordance with the
specifications thereon. A shareholder may revoke a proxy at any time prior to
use by filing with the Secretary of the Company an instrument revoking the
earlier proxy or by submitting a proxy bearing a later date, or by attending and
voting at the meeting.
The cost to prepare the proxy solicitation material will be borne by Van
Kampen American Capital Asset Management, Inc. (the "Adviser"), the Company's
investment adviser, One Parkview Plaza, Oakbrook Terrace, Illinois 60181. Other
costs of the solicitation, including the printing and mailing of the proxy
materials, will be borne by the Company. In addition to solicitations through
the mails, proxies may be solicited by officers and employees of the Company and
the Adviser, without additional compensation. Such solicitations may be by
telephone, telegram or otherwise. The Company 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. This proxy statement was first
mailed to shareholders on or about April 26, 1996.
The Company distributed its annual report for the year ended December 31,
1995 to all shareholders on or about February 29, 1996. THE COMPANY WILL
FURNISH, WITHOUT CHARGE, A COPY OF THE ANNUAL REPORT TO A SHAREHOLDER UPON
REQUEST ADDRESSED TO: Van Kampen American Capital, P.O. Box 1411, Houston, TX
77251-1411. A copy of the annual report may also be obtained by calling Van
Kampen American Capital's Customer Service line at 1-800-421-5666.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Directors has fixed the close of business on April 19, 1996,
as the record date for the determination of shareholders entitled to notice of
and to vote at the annual meeting of shareholders or any adjournment thereof. As
of such date there were outstanding 1,905,282 shares of capital stock of the
Company, each share being entitled to one vote. The vote of a majority of the
shares represented at the meeting is required for the election of directors
(Item I below) and for the ratification of the selection of KPMG Peat Marwick
LLP as independent auditors (Item II below). Abstentions from the proposals to
elect directors and to ratify the selection of auditors are treated as votes
against such proposals.
<PAGE> 4
The Company understands that some of its shares are held in street name by
banks, brokers or nominees. The Company believes that all of the matters covered
by this proxy statement are routine matters as to which such banks, brokers or
nominees may exercise their discretion in the event they receive no voting
instructions from their beneficial owners.
The following table identifies persons known to the Company to beneficially
own five percent or more of the outstanding capital stock of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
(AS OF APRIL 19, 1996)
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP* CLASS
- - ---------------- ------------------- ---------------- ----------
<S> <C> <C> <C>
Common Stock.... Anne M. Vanberg 154,280 8.10
7425 Axminster Ct.
Dallas, Texas 75214-1901
American General Life & Accident 381,057 20.00
Insurance Co.
c/o State Street Bank & Trust Company
P.O. Box 5756
Boston, MA 02114-0012
Howard M. Startzman and 108,915 5.72
Bank One, Texas, N.A.,
Independent Co-Executors of the
Estate of E.J. Mosher
and Mildred Mosher
c/o Bank One Trust Co.
235 W. Schroch Rd.
Westerville, OH 43081-2874
</TABLE>
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* Unless otherwise indicated, there is sole voting and investment power.
2
<PAGE> 5
I. ELECTION OF DIRECTORS
Eight Directors are to be elected, each to serve until the next meeting of
shareholders and until his successor is elected and shall qualify. It is the
intention of the persons named in the enclosed form of proxy, unless otherwise
directed by shareholders executing proxies, to vote all proxies for the election
of the persons named below:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED
A DIRECTOR DIRECTLY OR
NAME AND PRINCIPAL AND/OR INDIRECTLY PERCENT OF
OCCUPATION DURING OFFICER AT OUTSTANDING
THE PAST FIVE YEARS SINCE APRIL 19, 1996 SHARES AGE
------------------- ---------- -------------- ----------- ---
<S> <C> <C> <C> <C>
*MILTON E. ELIOT............................ 1964 47,861 2.51 81
Chairman of the Board; formerly
President of Mosher, Inc.
*CHARLES C. RYRIE........................... 1961 40,225 2.11 71
Vice President and Treasurer of Mosher,
Inc.; Author and Lecturer
*CHRISTOPHER T. JONES(1).................... 1984 86,623 4.55 45
President of Mosher, Inc.;
President, CTJ Investments, Inc.
DOUGAL A. CAMERON, IV....................... 1993 -- -- 38
Owner, Cameron Interests (investments and
investment management) since 1995;
formerly, Principal of VMSM (investment
counseling) (1991-1994); formerly Project
Manager, Gerald D. Hines (real estate
development)
RICHARD L. KENDALL(2)....................... 1991 17,490 .06 60
Business consultant
JOHN H. LINDSEY............................. 1991 -- -- 73
Owner, Lindsey Insurance Agency
ROBERT C. MCNAIR............................ 1988 -- -- 59
President, Cogen Technologies, Inc.
(cogeneration); Director, Houston Branch
of Federal Reserves, Bank of Dallas
ROBERT STEWART, JR.......................... 1974 -- -- 76
Trustee, Clayton Foundation for Research;
Trustee, Foundation for Research; Trustee,
Foundation for Medical Research, Inc.;
Trustee, Research Development Foundation;
Director, RDF Biotechnologies, Inc.
(research consulting)
</TABLE>
3
<PAGE> 6
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* Interested person of the Company by reason of being an officer of the
Company, beneficially owning more than 5% of the Company's outstanding
shares or being a member of the immediate family of such an officer or
beneficial owner.
(1) Shares beneficially owned by Mr. Jones are held in a limited partnership.
(2) Of the shares owned by Mr. Kendall, 16,365 are held in a trust in which Mr.
Kendall disclaims beneficial ownership.
All directors and executive officers as a group owned in the aggregate
175,834 shares.
All nominees have consented to being named in this proxy statement and have
agreed to serve if elected. Each of the other Directors is currently compensated
by the Company at an annual rate of $3,000 plus $750 per meeting for each Board
meeting attended and $200 for each Committee meeting attended. During the last
fiscal year, the Company paid total fees and expenses of $50,843 to all
Directors as a group.
The Company has an audit committee which makes recommendations to the Board
of Directors concerning the selection of the Company's independent auditors,
reviews with such accountants any comments or findings that such accountants may
have regarding the Company's financial statements or books of account. During
1995, the committee consisted of Messrs. Robert Stewart, Jr., Robert C. McNair,
and John A. Lindsey, none of whom was an "interested person" of the Company or
the Adviser. The committee held two meetings during the last fiscal year. The
Company does not have an established nominating or compensation committee.
The Board of Directors met four times during the last fiscal year. During
such fiscal year, each Director attended at least 75% of the aggregate of (1)
the total number of meetings of the Board of Directors, and (2) the total number
of meetings held by all committees of the Board on which he served.
Mr. Arthur H. Rogers III, 51, is the Secretary of Mosher, Inc. He has
served in this position since 1984 and is a partner in the law firm of Fulbright
& Jaworski L.L.P.
4
<PAGE> 7
COMPENSATION TABLE
The following table shows compensation paid during 1995 to all directors.
No executive officer had aggregate compensation from the Company for the most
recently completed fiscal year in excess of $60,000. The Company does not have a
pension, retirement or deferred compensation plan.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION
NAME OF PERSON, POSITION FROM FUND
------------------------------------------------------------ ----------------------
<S> <C>
Milton E. Eliot, Chairman of the Board and Director......... $6,000
Charles C. Ryrie, Director, Vice President and Treasurer.... 6,000
Christopher T. Jones, President and Director................ 5,250
Dougal A. Cameron IV, Director.............................. 6,000
Richard L. Kendall, Director................................ 6,000
John H. Lindsey, Director................................... 5,650
Robert C. McNair, Director.................................. 6,400
Robert Stewart, Jr., Director............................... 6,400
</TABLE>
REPORTS REQUIRED BY SECTION 16(A)
Based solely upon a review of Forms 3, 4 and 5 furnished to the Company
during or with respect to its most recent fiscal year, the Company has
determined that all directors, officers and beneficial owners of ten percent of
any class of equity securities of the Company filed, on a timely basis, those
reports required by Section 16(a) of the Securities Exchange Act of 1934.
II. RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT AUDITORS
KMPG Peat Marwick LLP has been selected by the Board of Directors as
independent auditors for the current fiscal year by vote of a majority of the
Company's directors who are not interested persons of the Company as defined in
the Investment Company Act of 1940. Such selection was recommended by the Audit
Committee of the Board of Directors. The employment is conditioned on the right
of the Company to terminate the employment without penalty by a vote of a
majority of the outstanding voting shares. Such selection by the Board of
Directors is submitted to the shareholders for their ratification or rejection.
Representatives of KPMG Peat Marwick 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 appropriate questions
from shareholders.
THE DIRECTORS RECOMMEND THAT THE SELECTION OF KPMG PEAT MARWICK LLP BE
RATIFIED.
5
<PAGE> 8
III. OTHER BUSINESS
At the date of this statement, management knows of no other business to be
presented for consideration at the Meeting other than that described above. If
any other business should properly come before the Meeting, it is intended that
the shares represented by proxies will be voted with respect thereto in
accordance with the best judgment of the persons acting under the proxies.
SHAREHOLDER PROPOSALS
The date by which any shareholder proposal intended to be presented at the
next annual meeting must be received by the Company for inclusion in the
Company's proxy statement and form of proxy relating to that meeting is January
4, 1997.
By Order of the Board of Directors,
Arthur H. Rogers,
Secretary
April 26, 1996
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We hope you will attend the meeting, but if not, please complete, date and sign
the enclosed proxy and return it promptly in the enclosed reply envelope.
6
<PAGE> 9
MOSHER, INC.
By signing this Proxy card, I hereby appoint Christopher T. Jones, Milton, E.
Eliot, and Charles C. Ryrie, or either of them, Proxies to vote at Mosher,
Inc.'s Annual Meeting of Shareholders to be held at the Executive Hotel in the
Oleander Room, 3232 West Mockingbird Lane, Dallas, Texas 75235 on Friday,
June 7, 1996 at 11:00 a.m. Central Time, 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.
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PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
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Please sign this proxy exactly as your name appears on the books of the
Company. 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.
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HAS YOUR ADDRESS CHANGED?
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[x] PLEASE MARK VOTES
AS IN THIS EXAMPLE
1.) Election of Directors.
With- For All
For hold Except
[ ] [ ] [ ]
DOUGAL A. CAMERON; MILTON E. ELIOT; CHRISTOPHER T. JONES;
RICHARD L. KENDALL; JOHN H. LINDSEY; ROBERT C. MCNAIR;
CHARLES C. RYRIE; AND ROBERT STEWART, JR.
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).
2.) Ratification of appointment of KPMG Peat Marwick LLP
as independent auditors.
For Against Abstain
[ ] [ ] [ ]
-------------------
Please be sure to sign and date this Proxy. | Date |
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| |
|______________________________________________________________|
Shareholder sign here Co-owner sign here
Mark Box at right if address has been noted
on the reverse side of this card. [ ]
RECORD DATE SHARES:
