SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities and 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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
IMG LIQUID ASSETS FUND, INC.
(Exact Name of Registrant as Specified in Charter)
2203 Grand Avenue
Des Moines, Iowa 50312-5338
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number,
including Area Code: (515) 244-5426
DAVID W. MILES, President
IMG Liquid Assets Fund, Inc.
2203 Grand Avenue
Des Moines, Iowa 50312-5338
(Name and Address of Agent for Service)
Copies of all Communications to:
DONALD F. BURT, ESQ.
Cline, Williams, Wright, Johnson & Oldfather
1900 FirsTier Bank Building
Lincoln, Nebraska 68508
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(j)(2).
[ ] $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.
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VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS
IMG LIQUID ASSETS FUND, INC.
Proxy Solicitation on behalf of the Board of Directors
for the Special Meeting, November 20, 1995
The undersigned, revoking previous proxies, hereby appoints David W. Miles and
Richard A. Miller, and each of them, proxies, with full power of substitution,
to vote all stock of the undersigned at the Special Meeting of Shareholders of
the IMG Liquid Assets Fund, Inc., to be held at 2203 Grand Avenue, Des Moines,
Iowa on November 20, 1995, at 10:00 a.m. and at any adjournments thereof.
Unless otherwise specified in the spaces provided, the undersigned's vote will
be cast FOR the item listed below. The proxies may vote at their discretion upon
such other matters which may come before the meeting or any adjournments
thereof.
INCREASE AUTHORIZED COMMON STOCK
_____ FOR
_____ AGAINST
_____ ABSTAIN
The Board of Directors recommends a vote FOR the Proposal.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR the Proposal.
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Signature Signature
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Date Date
Shares FUND 02 Bank
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
Name1
Name2
Address
City, State Zip
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
JOINT OWNERS MUST SIGN EXACTLY AS SHOWN HEREON. PLEASE SIGN AND RETURN EACH
PROXY CARD YOU RECEIVE. If you are an administrator or other fiduciary, please
give your full title. Corporations should sign the full corporation name by an
authorized officer. A partnership should sign in the partnership name by one of
the partners.
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS
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IMG Liquid Assets Fund, Inc.
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
ON NOVEMBER 20, 1995
TO THE SHAREHOLDERS OF IMG LIQUID ASSETS FUND, INC.:
You are cordially invited to attend the Special Meeting of Shareholders of IMG
Liquid Assets Fund, Inc., which will be held at 2203 Grand Avenue, Des Moines,
Iowa 50312-5338, on Monday, November 20, 1995, at 10:00 a.m., for the following
purposes:
1. To amend the Articles of Incorporation to increase the amount of
authorized common stock from two hundred million (200,000,000) to
one billion (1,000,000,000) shares;
2. To transact any other business which may properly come before the
meeting.
The close of business on Monday, October 23, 1995, has been fixed as the record
date for determination of shareholders entitled to notice of, and to vote at the
Special Meeting. There were 179,172,803.01 shares outstanding on October 23,
1995. A list of such shareholders will be maintained at the offices of Investors
Management Group, (the "Advisor" or "IMG") at 2203 Grand Avenue, Des Moines,
Iowa 50312-5338, during the ten day period preceding the Special Meeting.
PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE
PROVIDED BY THE MEETING DATE. No postage is required. Prompt return of your
proxy card is appreciated. Your vote is important no matter how many shares you
own.
Des Moines, Iowa BY ORDER OF THE BOARD OF DIRECTORS
October 27, 1995
Ruth Prochaska
Secretary
<PAGE>
IMG LIQUID ASSETS FUND, INC.
PROXY STATEMENT
This statement was first mailed to shareholders on or about October 27,
1995. The Fund will furnish, without charge, a copy of the annual reports and
the most recent interim report succeeding the annual report, to any shareholder
upon request providing the name, address and telephone number of the person to
whom such request shall be directed. Shareholders should send proxies and any
correspondence to the following address:
IMG Liquid Assets Fund, Inc.
2203 Grand Avenue
Des Moines, Iowa 50312-5338
SOLICITATION OF PROXIES
This Statement is furnished to shareholders of IMG Liquid Assets Fund, Inc.
(the "Fund") in connection with the solicitation of proxies by the Board of
Directors to be used at the Special Meeting of the Shareholders to be held at
10:00 a.m., Des Moines time, on November 20, 1995, at 2203 Grand Avenue, Des
Moines, Iowa.
VOTING RIGHTS
The close of business on October 23, 1995, has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote at
the Special Meeting. There were 179,172,803.01 shares outstanding at the close
of business on October 23, 1995. Each shareholder will be entitled to one vote
for each full share held and an appropriate fraction of a vote for each
fractional share held on each matter presented for shareholder vote at the
Special Meeting.
If the enclosed form of proxy is properly executed and returned, the shares
represented thereby will be voted at the meeting for the proposal set forth
herein and appearing on the proxy. A shareholder executing a proxy may revoke it
at any time before it has been voted at the meeting by giving written notice to
the Fund, at the address shown above. The proxy may also be revoked by executing
a new proxy or attending and voting at the meeting. Abstentions are not
counted on determining a number of shares voting for or against any matter
listed on the accompanying Notice of Special Meeting, but will be included in
determining the number of shares present at the Special Meeting. Broker
"non-votes" (i.e. proxies from brokers or nominees indicating such persons have
not received instructions from the beneficial owner or other persons entitled to
vote shares on a particular matter or for which such persons do not have
discretionary power to vote) will be treated as abstentions. None of the matters
presented at the Special Meeting will entitle any shareholders to appraisal
rights. Cumulative voting is not authorized.
In the event that a quorum is not present at the Special Meeting, or in the
event that a quorum is present but sufficient votes to approve the various
proposal are not received, the persons named as proxies may propose one or more
adjournments of the Special Meeting to permit further solicitation of proxies.
In determining whether to adjourn the Special Meeting, the following factors may
be considered: (1) the nature of the particular proposal lacking a sufficient
number of votes, (2) the percentage of votes actually cast, (3) the percentage
of negative votes cast, (4) the nature of any further solicitation and the
information to be provided to shareholders with respect to the reasons for
solicitation. Any adjournment will require the affirmative vote of a majority of
those shares represented at the Special Meeting in person or by Proxy. A
shareholder vote may be taken on any proposal prior to any adjournment if
sufficient votes have been received for approval.
To the knowledge of the Fund, no shareholders owned beneficially, as of the
record date, 5 percent or more of the Fund's outstanding shares.
BOARD OF DIRECTORS
A board of ten directors were elected at the Annual Meeting held on October
9, 1995. The Board of Directors consists of the following members: Robert F.
Galligan, Chad L. Hensley, Fred Lorber, Darwin T. Lynner, Jr., Mark A. McClurg,
David W. Miles, Richard A. Miller, James W. Paulsen, William E. Timmons, and
Steven E. Zumbach. The total number of shares held by all directors as of
October 23, 1995 represented less than one percent of the outstanding shares.
The term of office of each person elected as a director will continue until the
next Annual Meeting of Shareholders or until his successor has been elected and
qualified.
1. INCREASE AUTHORIZED COMMON STOCK
On October 19, 1995, the Board of Directors of the Fund unanimously
approved an amendment to the Articles of Incorporation to increase the amount of
authorized common stock from two hundred million (200,000,000) shares to one
billion (1,000,000,000) shares and determined to recommend it for approval by
shareholders of the Fund.
Reasons for the Increase
The Fund's current Articles of Incorporation authorize the corporation
to issue two hundred million (200,000,000) shares of common stock of the par
value of $0.001 each. During the most recent quarter ended, the total number of
shares of the Fund reached an all-time high of 190,550,271. Because the Board of
Directors believes the Fund will continue to increase in size, it recommends
increasing the number of authorized shares to one billion (1,000,000,000) so
that shares can continue to be sold.
Shareholder Approval
The Fund is incorporated in the State of Iowa which requires that any
amendment to the Articles of Incorporation, including an increase in the amount
of authorized shares, shall be approved by shareholder vote. An amendment to the
Articles of Incorporation requires the approval of a "majority" of the Fund's
outstanding voting securities. Assuming approval of the amendment by the
shareholders, the increase in authorized common stock will be effective as of
the date of the Special Meeting. The Board of Directors hereby recommends that
shareholders approve the resolution increasing common stock as set forth below.
BE IT RESOLVED, that paragraph I of Article III of
the Articles of Incorporation is hereby amended and restated
as follows:
"The aggregate number of shares which the corporation
shall have authority to issue is one billion
(1,000,000,000) shares of common stock of the par
value of $.001 each."
BE IT FURTHER RESOLVED, that the officers and
directors are hereby authorized to take all appropriate
action necessary to implement the above stated resolution,
including but not limited to, the filing of Amended Articles
of Incorporation for the Fund with the Iowa Secretary of
State.
THE INVESTMENT ADVISOR
The Fund has retained IMG (the "Advisor") to act as its investment advisor.
The address of the Advisor is that of the Fund. The Advisor is a registered
investment advisor organized in 1982. Since then, its principal business has
been providing continuous investment management to pension and profit sharing
plans, insurance companies, public agencies, banks, endowments and charitable
institutions, other mutual funds, individuals and others. IMG has approximately
$1.1 billion in equity, fixed income, and money market assets under management.
IMG Financial Services, Inc., a wholly-owned subsidiary of IMG, serves as
distributor for the Fund. The Fund pays a fee computed daily and payable monthly
at an annual rate of 0.75 percent of average daily assets. The Fund paid
$156,932 in distribution fees during the fiscal year ended June 30, 1995.
The Advisor is also the investment advisor of IMG Liquid Assets Fund, Inc.,
IMG Mutual Funds, Inc., Iowa Public Agency Investment Trust, Iowa Schools Joint
Investment Trust, and Sub-Advisor of Capital Value Fund, Inc., and engages in
certain other activities unrelated to investment companies.
David W. Miles is President, Treasurer, and director of the Advisor; Mark
A. McClurg is Vice President, Secretary, and director of the Advisor; and James
W. Paulsen is a director of the Advisor. On January 1, 1995, Mr. Paulsen
purchased 48,182 shares of IMG voting common stock from Messrs. Miles and
McClurg at a price of $6.04 per share. As a result, Messrs. Miles, McClurg and
Paulsen each own in excess of 20 percent of the outstanding voting securities of
the Advisor. Senior Managing Directors of the Advisor and its wholly-owned
subsidiary, are Mark A. McClurg, David W. Miles, and James W. Paulsen. They
intend to devote substantially all their time to the operation of the Advisor.
Their address is that of the Advisor.
EXPENSES
The cost of preparing, assembling and mailing this Proxy Statement, the
accompanying Notice of Meeting and form of Proxy, and any additional material
relating to the meeting which may be furnished to the shareholders subsequent to
the furnishing of this statement has been or is to be borne by the Fund. In
addition to the solicitation of proxies by use of the mails, proxies may be
solicited, without additional costs to the Fund, except for out-of-pocket
expenses, by certain officers and employees of the Fund or of the Advisor,
personally or by telephone or telegraph. Brokerage houses, banks and other
fiduciaries may be requested to forward soliciting material to their principals
and obtain authorization for the execution of proxies. They will be reimbursed
for their out-of-pocket expenses for these services.
OTHER MATTERS
The officers and directors of the Fund do not know of any matters to be
presented to the meeting other than those specified above. If, however, any
other matters should come before the meeting, it is intended that the persons
named in the enclosed form of proxy, or their substitutes, will vote such proxy
in accordance with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Ruth L. Prochaska, Secretary
Des Moines, Iowa
October 27, 1995
PLEASE PROMPTLY EXECUTE YOUR PROXY AND RETURN IT
