<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 sec. 240.14a-11(c) or sec. 240.14a-12
M.S.B. 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), 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 of 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> 2
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M.S.B.
FUND, INC.
[LOGO]
- ---------------------------
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26 BROADWAY, SUITE 400
NEW YORK, NY 10004
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD
MARCH 21, 1996
--------------------------
To the Stockholders of M.S.B. FUND, INC.:
The Annual Meeting of Stockholders of M.S.B. FUND, INC. (the "Fund") will
be held in the Board Room of the Community Bankers Association of New York
State, 6th Floor West, 200 Park Avenue, New York, New York on Thursday, March
21, 1996 at 1:00 P.M. for the following purposes:
- To elect a total of four directors (Proposal 1);
- To consider and vote upon a proposal to ratify the selection of the
firm of KPMG Peat Marwick LLP as independent auditors of the Fund for
the year 1996 (Proposal 2); and
- To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on February 2, 1996 will be
entitled to vote at the meeting or any adjournment thereof.
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF
PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THIS PURPOSE. If you
attend the meeting and wish to vote in person, your proxy will not be used.
By Order of the Board of
Directors
/s/ Edward E. Sammons, Jr.
Edward E. Sammons, Jr.
Secretary
February 26, 1996
<PAGE> 3
M.S.B. FUND, INC.
26 BROADWAY, SUITE 400
NEW YORK, NEW YORK 10004
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 21, 1996
------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of M.S.B. Fund, Inc. (the "Fund"),
to be voted at the Annual Meeting of Stockholders of the Fund to be held in the
Board Room of the Community Bankers Association of New York State, 6th Floor
West, 200 Park Avenue, New York, New York on Thursday, March 21, 1996, at 1:00
P.M. and at any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and
the accompanying proxy card are being mailed to stockholders for the first time
on or about February 26, 1996.
If the enclosed form of proxy is executed and returned, it may nevertheless
be revoked at any time insofar as it has not been exercised. Revocation may be
made in writing to the Secretary of the Fund (by execution of a proxy bearing a
later date or otherwise) or orally by a stockholder present at the meeting.
Unless so revoked, the shares represented by a properly executed proxy will be
voted at the meeting and at any adjournment thereof in accordance with the
instructions indicated on that proxy. If no such instructions are specified, the
proxy will be voted for the election of the directors nominated herein (see
Proposal 1) and for Proposal 2 described in this Proxy Statement.
Stockholders of record at the close of business on February 2, 1996 will be
entitled to vote at the meeting and any adjournment thereof. The Fund had
outstanding 2,383,622 voting shares on such date. Each full share held by a
stockholder is entitled to one vote. Fractional share credits held by a
stockholder do not have voting rights. As to each matter presented to a vote of
stockholders including the election of directors, shares present at the meeting
in person or by proxy which abstain on a matter or are not voted because the
proxy has not received necessary authorization will be counted in determining
the presence of a quorum but will not be counted as for or against the matter
and will not be counted in the number of votes cast for purposes of determining
whether the approval of any required percentage of shares voting at the Annual
Meeting has been obtained.
A plurality of the votes cast at the Annual Meeting is required to elect a
director. Approval of Proposal 2 will require the affirmative vote of a majority
of the votes cast at the Annual Meeting.
Although the Annual Meeting is called to transact any other business that
may properly come before it, the management of the Fund does not intend to
present, and at the date hereof has no information that others will present, any
matters other than Proposals 1 and 2. However, stockholders are being asked on
the enclosed proxy to authorize the persons named therein to vote with respect
to any additional matters that properly come before the Annual Meeting,
including all matters incidental to the conduct of the Annual Meeting. If any
such matters do properly come before the Annual Meeting, it is the intention of
the persons named in the proxies to vote said proxies in accordance with their
best judgment.
1
<PAGE> 4
A majority of the shares of the Fund outstanding on the record date,
present in person or represented by proxy, constitutes a quorum for the
transaction of business at the Annual Meeting. In the event that a quorum is not
present, or if sufficient votes in favor of any proposal are not received by the
time 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 of the Annual Meeting will require the affirmative vote of
a majority of the shares present in person or represented by proxy at the
session of the Annual Meeting to be adjourned and will not require any further
notice to stockholders other than announcement at the meeting of the time and
place to which the meeting is adjourned. The persons named as proxies will vote
in favor of such adjournment those proxies which they are entitled to vote in
favor of all proposals. They will vote against any such adjournment those
proxies required to be voted against or to abstain from voting on any proposal.
The Fund will bear the cost of this solicitation. In order to obtain a
quorum at the Annual Meeting, supplementary solicitation may be made by mail,
telephone, telegraph or personal interview by officers of the Fund. It is
anticipated that the cost of such supplemental solicitation, if any, will be
nominal.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, THE BOARD OF DIRECTORS
REQUESTS THAT YOU COMPLETE, DATE AND SIGN YOUR PROXY AND RETURN IT PROMPTLY IN
THE ENVELOPE PROVIDED FOR THIS PURPOSE TO ENSURE THAT YOUR SHARES WILL BE
REPRESENTED AT THE MEETING. If you attend the meeting and wish to vote in
person, your proxy will not be used.
2
<PAGE> 5
MATTERS TO COME BEFORE THE ANNUAL MEETING
PROPOSAL 1 -- ELECTION OF DIRECTORS
The By-laws of the Fund, as in effect following the Annual Meeting, provide
that the Board of Directors shall consist of ten directors, all of whom must be
stockholders, and shall be divided into three classes, which shall be as nearly
equal in number as possible and no one of which shall include less than three
directors. Directors of each class serve for terms of three years with the terms
of the respective classes expiring at successive annual meetings of the Fund. As
a result of this arrangement, only the directors in a single class may be
changed in any one year, and it would require two years to change a majority of
the Board of Directors.
At the Annual Meeting, four directors will be elected to serve for complete
terms of three years each expiring in 1999. Six directors will continue to serve
in accordance with the terms for which they were previously elected. All
directors elected shall serve until their successors shall have been elected and
qualified.
Proxies will be voted for the election of each of the nominees unless
instructions are given on the proxy card to withhold authority to vote for one
or more of the nominees. All of the nominees have agreed to serve as directors
of the Fund. It is not contemplated that any nominee will be unable to serve.
Should, however, a nominee become unable to serve, the shares will be voted by
the proxyholders for such other person that the Board of Directors recommends.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR LISTED BELOW.
The name, age, principal occupations for the past five years and other
business experience of each director and nominee for election as a director are
set forth below.
NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS ENDING 1999
HARRY P. DOHERTY, age 53
Chairman and Chief Executive Officer
Staten Island Savings Bank
Mr. Doherty has been Chairman and Chief Executive Officer of Staten Island
Savings Bank since 1990. Mr. Doherty also serves as a director and as President
of Institutional Investors Capital Appreciation Fund, Inc. and Institutional
Investors Tax-Advantaged Income Fund, Inc., each of which is an investment
company registered under the Investment Company Act of 1940 for which Shay
Assets Management Co. acts as investment adviser.
JOSEPH R. FICALORA, age 49
Chairman, President and Chief Executive Officer
Queens County Bancorp, Inc.
Mr. Ficalora has been Chairman, President and Chief Executive Officer of Queens
County Bancorp, Inc. since its inception in July 1993, and has been President of
Queens County Savings Bank, its principal subsidiary, since 1989. Mr. Ficalora
also serves as Chairman of the Board of the New York Savings Bank Life Insurance
Fund, President of the Queens Library Foundation Board, Executive Vice President
of Finance and Board member of Queensborough Boy Scouts and Vice President and a
member of the Board of the Queens Chamber of Commerce. He also serves on the
Board of the following organizations: Queensborough Community College, Queens
Museum, Flushing Cemetery and the Community Bankers Association of New York
State.
3
<PAGE> 6
MICHAEL J. GAGLIARDI, age 55
President and Chief Executive Officer
Ironbound Bank
Mr. Gagliardi first became a director in 1991. Mr. Gagliardi is President and
Chief Executive Officer of Ironbound Bank located in Newark, NJ. From January
1992 through February 1993 he served as Chairman, President and Chief Executive
Officer of Green Point Savings Bank. From 1989 through 1992, Mr. Gagliardi
served as President and Chief Executive Officer, and from 1987 through 1989 he
served as Executive Vice President and Chief Financial Officer of Green Point
Savings Bank. He also serves as a director of the National Association for the
Study of Wilsons Disease.
*GILBERT O. ROBERT, age 70
Director and Chairman of Executive Committee
Albany Savings Bank, F.S.B.
Mr. Robert first became a director in 1984. Mr. Robert is the First Vice
President of the Fund and served as the Second Vice President of the Fund from
1986 to June 1991. Mr. Robert is the Chairman of the Executive Committee of the
Board of Directors of Albany Savings Bank F.S.B. From 1983 to 1990, he served as
Chairman of the Board and Chief Executive Officer of Albany Savings Bank.
CONTINUING DIRECTORS
MALCOLM J. DELANEY, age 69 Term Expires 1998.
Formerly President and Chief Executive Officer
Eastchester Savings Bank
Mr. Delaney first became a director in 1988. In 1992 Mr. Delaney retired from
Eastchester Savings, a division of Southold Savings Bank. From 1986 through
1992, Mr. Delaney served as President and Chief Executive Officer of Eastchester
Savings Bank which was acquired by Southold Savings Bank, and he had served as a
trustee of the bank since 1981. Mr. Delaney also serves as a director of North
Fork Bancorporation, Inc.
*DAVID FREER, JR., age 56 Term Expires 1998.
President and Treasurer
Budget Payment Corporation
Mr. Freer first became a director in 1983 and has served as President of the
Fund since November of 1990. Mr. Freer had previously served as Vice President
of the Fund from 1985 through 1990. Since January 1, 1990, Mr. Freer has served
as President, Treasurer and as a director of Budget Payment Corporation, which
engages in the business of financing insurance premiums.
GEORGE J. KELLY, age 73 Term Expires 1997.
Formerly Consultant Savings Banks
Association of New York State
Mr. Kelly first became a director in 1982. From July 1988 to June 1991, Mr.
Kelly served as a consultant to the Savings Banks Association of New York State.
Prior to June 1988, Mr. Kelly served as a Senior Vice President and Secretary of
the Savings Banks Association of New York State. Mr. Kelly is retired. Mr. Kelly
served as Treasurer of the Fund from 1987 to 1995.
WILLIAM A. MCKENNA, JR., age 59 Term Expires 1998.
Chairman, President and Chief Executive Officer
Ridgewood Savings Bank
Mr. McKenna first became a director in 1988. Since January 1992, Mr. McKenna has
served as Chairman, President and Chief Executive Officer of Ridgewood Savings
Bank. From January 1985 to January 1992, Mr. McKenna served as President and
Chief Operating Officer of Ridgewood Savings Bank. Mr. McKenna also serves as a
director of Institutional Investors Capital Appreciation Fund, Inc. and
Institutional Investors Tax-Advantaged Income Fund, Inc.,
- ---------------
* This nominee or director is an "interested person" of the Fund as defined in
the Investment Company Act of 1940 because he is an officer of the Fund.
4
<PAGE> 7
each of which is an investment company registered under the Investment Company
Act of 1940 for which Shay Assets Management Co. acts as investment adviser.
From September 1993 through February 1995, Mr. McKenna also served as a director
of Nationar, which previously acted as the Fund's investment adviser. In
addition, Mr. McKenna serves on the board of a number of educational and civic
organizations, including St. Joseph's College in Brooklyn, New York, St.
Vincent's Services and Wyckoff Heights Medical Center. He also serves as a
director of Tablet Publishing Co.
NORMAN W. SINCLAIR, age 71 Term Expires 1997.
Formerly Chairman of
Lockport Savings Bank
Mr. Sinclair first became a director in 1988. Mr. Sinclair served as Chairman of
Lockport Savings Bank from December 1988 to June 1994. Prior to June 1989, Mr.
Sinclair had also served as Chief Executive Officer of Lockport Savings Bank.
Mr. Sinclair is retired. Mr. Sinclair also serves as Treasurer and Secretary of
Townline Bowl Inc., which owns and operates bowling lanes.
*IAN D. SMITH, age 71 Term Expires 1997.
Formerly Senior Vice President and Managing
Director of Apple Bank for Savings
Mr. Smith first became a director in 1982. Mr. Smith has served as Second Vice
President of the Fund since 1994. He previously served as President of the Fund
from March 1985 to March 1987. Mr. Smith is retired. He served as Senior Vice
President and Managing Director of Apple Bank for Savings from July 1989 through
August 1991. From 1983 to 1987, Mr. Smith served as Executive Vice President of
Seamen's Bank for Savings, F.S.B.
None of the directors of the Fund or nominees for election as a director is
or has been at any time during the past five years a director, officer,
employee, partner or stockholder of the Fund's investment adviser, Shay Assets
Management Co., or the Fund's administrator, PFPC, Inc., or any of their
respective affiliates, nor has any such director or nominee purchased or sold
during the fiscal year ended December 31, 1995, any securities of the investment
adviser or any of its affiliates.
BOARD COMMITTEES
The Fund has an Executive Committee, composed of Messrs. David Freer, Jr.*
(Chairman), George J. Kelly, Gilbert O. Robert* and Ian D. Smith*. Subject to
limitations provided by law or the Fund's By-laws, the Executive Committee is
authorized to exercise the power and authority of the Board of Directors as may
be necessary during the intervals between meetings of the Board of Directors.
The Executive Committee did not meet during 1995.
The Fund has a Nominating Committee, composed of Messrs. Ian D. Smith
(Chairman), George J. Kelly and William A. McKenna, Jr., whose function is to
recommend nominees for election as directors and officers of the Fund. The
Committee holds informal discussions as necessary concerning its activities and
met three times during 1995. The Nominating Committee will consider nominees
proposed by stockholders. Stockholders who desire to propose a nominee should
write to the Secretary of the Fund and furnish adequate biographical data
including information concerning the qualifications of the proposed nominee.
The Fund has an Audit Committee composed of Messrs. Michael J. Gagliardi
(Chairman), Joseph R. Ficalora and William A. McKenna, Jr. The Audit Committee
makes recommendations to the full Board of Directors with respect to engagement
of independent auditors and reviews with the Fund's independent auditors the
scope and results of the annual audit and matters having a material effect upon
the Fund's financial statements. The Audit Committee met once during 1995. In
lieu of separate meetings with the Audit Committee during 1995 the Fund's
independent accountants met jointly with
- ---------------
* This nominee or director is an "interested person" of the Fund as defined in
the Investment Company Act of 1940 because he is an officer of the Fund.
5
<PAGE> 8
the Audit Committee and the remainder of the Board of Directors of the Fund. The
Fund does not have a compensation committee.
During 1995, the Board of Directors met 14 times; each of the directors
attended more than 75% of the aggregate number of meetings of the Board and
meetings of the Board committees on which they served, except for Mr. Robert,
who attended 7 meetings of the Board.
EXECUTIVE OFFICERS OF THE FUND
The executive officers of the Fund are appointed to serve for terms of one
year and until their respective successors are chosen and qualified. The
executive officers of the Fund are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
- -------------------------------- ---------------------------------------- --- -------
<S> <C> <C> <C>
David Freer, Jr. ............... President 56 1984
Gilbert O. Robert............... First Vice President 70 1984
Ian D. Smith.................... Second Vice President 71 1994
Rodger D. Shay.................. Vice President and Assistant Secretary 59 1995
Edward E. Sammons, Jr. ......... Vice President and Secretary 56 1995
John J. McCabe.................. Vice President 52 1995
Mark F. Trautman................ Vice President 30 1995
Jay F. Nusblatt................. Treasurer 34 1995
</TABLE>
The principal occupations during the last five years and other business
experience for each executive officer of the Fund (other than persons who also
serve as directors) are set forth below.
RODGER D. SHAY
President and Chief Executive Officer
Shay Assets Management Co.
Mr. Shay has been President, Chief Executive Officer and member of the Managing
Board of Shay Assets Management Co. since 1990 and President and Director of
Shay Assets Management, Inc., the managing partner of Shay Assets Management
Co., the Fund's investment adviser, since 1990. Mr. Shay also has served as
President, Chief Executive Officer and member of the Managing Board of Shay
Financial Services Co., the Fund's distributor, since 1990 and President and
Director of Shay Financial Services, Inc., the managing partner of Shay
Financial Services Co., since 1990. He serves or has previously served in the
following capacities: President and a Director, Asset Management Fund, Inc., a
registered investment company; Vice President and Assistant Secretary of
Institutional Investors Capital Appreciation Fund, Inc. and Institutional
Investors Tax-Advantaged Income Fund, Inc., each a registered investment
company; Director from 1986 to 1991 and President from 1986 to 1992, U.S. League
Securities, Inc.; Director from 1985 to 1991, and Executive Vice President from
1989 to 1992, USL Assets Management, Inc. (previously Vice Chairman from 1986 to
1989 and President, including of a predecessor, from 1981 to 1986); Director,
First Home Savings Bank, S.L.A. since 1990; President of Bolton Shay and Company
and Director and officer of its affiliates from 1981 to 1985. He previously was
employed by certain subsidiaries of Merrill Lynch & Co. from 1955 to 1981, where
he served in various executive positions including Chairman of the Board of
Merrill Lynch Government Securities, Inc., Chairman of the Board of Merrill
Lynch Money Market Securities, Inc. and Managing Director of the Debt Trading
Division of Merrill Lynch, Pierce, Fenner & Smith Inc.
6
<PAGE> 9
EDWARD E. SAMMONS, JR.
Executive Vice President
Shay Assets Management Co.
Mr. Sammons has been Executive Vice President and member of the Managing Board
of Shay Assets Management Co. since 1990 and Executive Vice President of Shay
Assets Management, Inc., the managing partner of Shay Assets Management Co.
since 1990. Mr. Sammons also has served as Executive Vice President and member
of the Managing Board of Shay Financial Services Co., the Fund's distributor,
since 1990 and Executive Vice President of Shay Financial Services, Inc. since
1990. He serves or has previously served in the following capacities: Vice
President, Treasurer and Secretary of Asset Management Fund, Inc., a registered
investment company; Vice President and Secretary of Institutional Investors
Capital Appreciation Fund, Inc. and Institutional Investors Tax-Advantaged
Income Fund, Inc.; President, USL Assets Management, Inc. from 1986 to 1992
(previously Senior Vice President, including of a predecessor, from 1983 to
1986) and a Director from 1989 to 1991; Executive Vice President from 1990 to
1992 and a Director from 1990 to 1991 of U.S. League Securities, Inc.; Vice
President, from 1987 to 1990, Advance America Funds, Inc.; and Senior Vice
President and Manager of Fixed Income Securities, Republic National Bank in
Dallas from 1962 to 1983.
JOHN J. MCCABE
Senior Vice President
Shay Assets Management Co.
Mr. McCabe has been a Senior Vice President of Shay Assets Management Co. since
June 1995. From August 1991 through May 1995, he was Senior Vice President and
Chief Investment Officer of Nationar. He also serves as a Vice President of
Institutional Investors Capital Appreciation Fund, Inc. and Institutional
Investors Tax-Advantaged Income Fund, Inc. He previously served as Managing
Director and Portfolio Manager at Sterling Manhattan Corporation, an investment
banking firm, for approximately three years and in various positions at Bankers
Trust Company, including Director of Investment Research and Managing Director
of the Investment Management Group. Mr. McCabe is a director and past President
of the New York Society of Security Analysts, a past director of the Financial
Analysts Federation and a member and founding Governor of The Association for
Investment Management and Research.
MARK F. TRAUTMAN
Vice President
Shay Assets Management Co.
Mr. Trautman has been a Vice President of Shay Assets Management Co. since June
1995 and has been Portfolio Manager of the Fund since March 1993. From March
1993 through May 1995, he served as Director of Mutual Funds Investment of
Nationar. He also serves as a Vice President and Portfolio Manager for
Institutional Investors Capital Appreciation Fund, Inc. and Institutional
Investors Tax-Advantaged Income Fund, Inc. From January 1992 through March 1993
he served as Senior Equity Analyst for the three funds. From December 1988
through December 1991, Mr. Trautman was a Senior Associate with Sterling
Manhattan Corporation. From June 1987 through November 1988, Mr. Trautman held
the position of Treasury Analyst at Thomson McKinnon Securities, Inc., a
securities brokerage firm.
JAY F. NUSBLATT
Vice President and Director of Fund Accounting and Administration
PFPC Inc.
Mr. Nusblatt has been Vice President and Director of Fund Accounting and
Administration of PFPC Inc., the Fund's administrator, since March, 1993. Mr.
Nusblatt also serves as Treasurer of Institutional Investors Capital
Appreciation Fund, Inc. and Institutional Investors Tax-Advantaged Income Fund,
Inc. He was previously employed as an Assistant Vice President of Fund/Plan
Services, Inc., with responsibility for financial reporting and fund
administration from 1989 to 1993.
7
<PAGE> 10
COMPENSATION OF OFFICERS AND DIRECTORS
The Fund compensates directors for their services as directors at the rate
of $300 for each Board meeting attended. The Board of Directors meets monthly,
and in 1995 the total of such compensation was $30,900. The Fund does not
provide officers with any compensation other than the compensation they may
receive for service as a director, nor does the Fund provide officers and
directors directly or indirectly with any pension or retirement benefits for
their services to the Fund. The Fund, however, does reimburse directors and
officers for their reasonable expenses incurred in attending meetings or
otherwise in connection with their attention to the affairs of the Fund. In
1995, the total of such reimbursed expenses was $13,305.
The following table sets forth the aggregate compensation received by each
director of the Fund from the Fund and any other investment company having the
same investment adviser for services as a director or officer during 1995. Such
compensation does not include reimbursements to the directors for their expenses
incurred in connection with their activities as directors.
COMPENSATION TABLE
<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM THE FUND
NAME OF DIRECTOR FROM THE FUND AND FUND COMPLEX
-------------------------------- -------------- -----------------
<S> <C> <C>
Malcolm J. Delaney.............. $ 3,600 $ 3,600
Joseph R. Ficalora.............. $ 1,500 $ 1,500
David Freer, Jr................. $ 4,200 $ 4,200
Michael J. Gagliardi............ $ 3,000 $ 3,000
George J. Kelly................. $ 3,900 $ 3,900
William A. McKenna, Jr.......... $ 3,300 $ 7,200*
Austin 'S. Murphy**............. $ 1,800 $ 1,800
Gilbert O. Robert............... $ 2,100 $ 2,100
Norman W. Sinclair.............. $ 3,300 $ 3,300
Ian D. Smith.................... $ 4,200 $ 4,200
</TABLE>
- ---------------
* Includes compensation of $3,900 received by Mr. McKenna as a director of two
other investment companies with the same investment adviser as the Fund.
** Mr. Murphy's term as a director expired in June 1995.
8
<PAGE> 11
SECURITY OWNERSHIP OF MANAGEMENT
The following table provides information with respect to shares of the Fund
beneficially owned by each director and each nominee for election as a director
and by all directors, nominees and executive officers as a group as of December
31, 1995. No nominee or continuing director or officer beneficially owns more
than 1% of the Fund's stock. On December 31, 1995, all directors, nominees and
officers of the Fund as a group beneficially owned 72,763 shares (3.1% of the
shares outstanding on such date) of the Fund. No person or group is known to the
Fund to be the beneficial owner of more than 5% of the Fund's stock. The table
below sets forth the shares owned by the directors of the Fund and the Fund's
directors and officers of the Fund as a group as of December 31, 1995, except
for Mr. Doherty for whom the information is as of February 13, 1996.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK PERCENT
NAME BENEFICIALLY OWNED(1) OF CLASS
------------------------------------ --------------------- ---------
<S> <C> <C>
Malcolm J. Delaney.................. 2,052(2) *
Harry P. Doherty.................... 697(3) *
Joseph R. Ficalora.................. 352 *
David Freer, Jr..................... 14,956(2)(4) *
Michael J. Gagliardi................ 15,500(2)(5) *
George J. Kelly..................... 802 *
William A. McKenna, Jr.............. 22,208(2)(6) *
Gilbert O. Robert................... 3,001 *
Norman W. Sinclair.................. 2,409 *
Ian D. Smith........................ 3,365 *
All directors, executive officers
and nominees as a group (15
persons).......................... 74,333 3.1%
</TABLE>
- ---------------
* Less than 1%.
(1) Except as otherwise indicated, the beneficial owner has sole voting and
investment power.
(2) Includes shares owned by, or jointly held with, spouses as follows: Mr.
Delaney -- 2,052 shares jointly owned with Mrs. Delaney; Mr. Freer -- 4,540
shares jointly owned with Mrs. Freer and 781 owned by Mrs. Freer; Mr.
Gagliardi -- 744 shares owned by Mrs. Gagliardi; and Mr. McKenna -- 17,115
shares jointly owned with Mrs. McKenna.
(3) Reflects 697 shares acquired by Mr. Doherty on February 13, 1996.
(4) Includes 733 shares owned by Double V Enterprises, Inc. which is 100% owned
by Mr. Freer.
(5) Includes 103 shares owned and voted by Mr. Gagliardi's son (as to which Mr.
Gagliardi disclaims beneficial ownership) and approximately 12,850 shares
held through Green Point Savings Bank's Incentive Savings Program.
(6) Includes 4,876 shares held by Mr. McKenna as custodian for his children and
for which Mr. McKenna has sole voting and investment power and 217 shares
owned and voted by Mr. McKenna's children.
PROPOSAL 2 -- RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Subject to approval by the stockholders, the Board of Directors has
selected the firm of KPMG Peat Marwick LLP, 345 Park Avenue, New York, New York,
as the Fund's independent auditors for the year 1996. KPMG Peat Marwick has
served as the auditors of the Fund since 1989.
A REPRESENTATIVE OF KPMG PEAT MARWICK LLP IS EXPECTED TO BE PRESENT AT THE
ANNUAL MEETING WITH THE OPPORTUNITY TO MAKE A STATEMENT IF SUCH REPRESENTATIVE
DESIRES TO DO SO AND WILL BE AVAILABLE TO RESPOND TO APPROPRIATE QUESTIONS.
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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.
ADDITIONAL INFORMATION
ADDRESS OF INVESTMENT ADVISER, DISTRIBUTOR AND ADMINISTRATOR
The principal offices of the Fund's investment adviser, Shay Assets
Management Co., and of its distributor, Shay Financial Services Co., are located
at 111 East Wacker Drive, Chicago, Illinois 60601. The principal office of the
Fund's administrator, PFPC, Inc., is located at 103 Bellevue Parkway,
Wilmington, Delaware 19809.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its Annual Report for the
fiscal year ended December 31, 1995 to any stockholder upon request. Contact the
Fund c/o Shay Assets Management Co. at 111 East Wacker Drive, Chicago, Illinois
60601 or call 800-661-3938 to request a copy of the Annual Report.
INFORMATION CONCERNING NATIONAR
Prior to June, 1995, Nationar, a New York State chartered trust company
that served as the Fund's investment adviser from 1964 to May 1995, owned in its
capacity as trustee of various trusts more than 25% of the then outstanding
shares of stock of the Fund. Because Nationar had sole or shared voting power
with respect to such shares, Nationar may be presumed to have controlled the
Fund. On February 6, 1995, the Banking Department of the State of New York took
possession of the business and properties of Nationar and since that time has
substantially liquidated the business and assets of Nationar. Nationar's
shareholdings in the Fund have either been liquidated or transferred to other
trustees. At the date of this proxy statement, no person or group is known to
the Fund to be the beneficial owner of more than 5% of the Fund's stock.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
Any stockholder proposal intended to be presented at the 1997 Annual
Meeting of the Fund must be received by the Fund at the offices of its
Administrator at P.O. Box 8905, Wilmington, Delaware 19809 on or before October
27, 1996 in order for such proposal to be considered for inclusion in the Fund's
proxy statement and form of proxy relating to that meeting.
By Order of the Board of Directors
/s/ Edward E. Sammons, Jr.
EDWARD E. SAMMONS, JR.
SECRETARY
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This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR ALL NOMINEES"
IN PROPOSAL 1 and "FOR" PROPOSAL 2.
Please sign exactly as your name appears below. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign
in partnership name by authorized persons.
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Signature
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Additional Signature if held
jointly
DATED: , 1996
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
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<S> <C>
The undersigned hereby appoints Ian D. Smith and George J.
Kelly as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to
M.S.B. Fund, Inc. vote, as designated below, all the shares of capital stock
26 Broadway, PROXY of M.S.B. Fund, Inc. held of record by the undersigned on
Suite 400 February 2, 1996, at the Annual Meeting of Stockholders to
New York, New York 10004 be held on March 21, 1996, or any adjournment thereof.
-----------------------------------------
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
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(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Harry P. Doherty Joseph R. Ficalora Michael J.
Gagliardi Gilbert O. Robert
2. The ratification of the selection of KPMG Peat Marwick LLP as
Independent Auditors.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting or any
adjournment thereof.
