<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Section 240.14a-11(c) or
Section 240.14a-12
</TABLE>
VALUE LINE CENTURION FUND, INC.
VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
-------------------------------------------------------------
(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):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
VALUE LINE CENTURION FUND, INC.
VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
220 EAST 42ND STREET,
NEW YORK, NY 10017-5891
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JUNE 15, 2000
------------------------
Notice is hereby given that a Special Meeting of Shareholders of each of the
investment companies set forth above (each, a "Fund" and collectively, the
"Funds") will be held jointly at the offices of Value Line Distribution Center,
Inc., 125 East Union Avenue, East Rutherford, NJ 07073, on June 15, 2000, at
9:30 a.m., for the following purposes:
1. To elect three additional directors or trustees of each Fund to serve
until their successors are duly elected and qualified.
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants for each Fund for its current fiscal year.
3. To transact such other business which may properly come before the
meeting or any adjournment thereof.
The close of business on April 18, 2000, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting or any adjournment(s) or postponement(s) thereof.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE
PROVIDED WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING. YOU MAY REVOKE
YOUR PROXY AT ANY TIME BEFORE IT IS VOTED. NO POSTAGE IS REQUIRED IF THE PROXY
IS MAILED IN THE UNITED STATES.
This is a Joint Notice and Proxy Statement for the above-named Funds. The
shares you own in a particular Fund may only be voted with respect to that Fund.
If you own shares in more than one of the Funds listed, please vote with respect
to each Fund.
By Order of the Boards of Directors
David T. Henigson,
Secretary
April 25, 2000
<PAGE>
VALUE LINE CENTURION FUND, INC.
VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
220 EAST 42ND STREET
NEW YORK, NY 10017-5891
------------------------
PROXY STATEMENT
------------------------
INTRODUCTION
This document is a joint proxy statement with respect to each of the
above-listed investment companies (each a "Fund" and collectively the "Funds")
in connection with the solicitation of proxies by the Board of Directors or
Trustees of each Fund to be used at the Funds' joint Special Meeting of
Shareholders ("Meeting") or any adjournment(s) thereof. The Meeting will be held
on June 15, 2000, at 9:30 a.m. local time, at the offices of Value Line
Distribution Center, Inc., 125 East Union Avenue, East Rutherford, NJ 07073, for
the purposes set forth in the attached Notice of Meeting. This Proxy Statement
is being first mailed to shareholders on or about April 25, 2000.
The individuals named as proxies (or their substitutes) in the enclosed
proxy card (or cards if you own shares of more than one Fund or have multiple
accounts) will vote in accordance with your directions as indicated thereon if
your proxy is received and is properly executed. You may direct the proxy
holders to vote your Fund shares by checking the appropriate "For" or "Against"
box or instruct them not to vote those shares by checking the "Abstain" box.
Alternatively, you may simply sign, date and return your proxy card(s) with no
specific instructions. If you properly execute your proxy and give no voting
instructions with respect to a Proposal, your shares will be voted "For" the
Proposal. The duly appointed proxies may, in their discretion, vote upon such
other matters as may properly come before the Meeting. Approval of proposals
Nos. 1 and 2 requires an affirmative vote of a majority of the shares
represented at the meeting.
For each Fund, one third of the shares outstanding on the record date, April
18, 2000 ("Record Date"), represented in person or by proxy, of a Fund must be
present for the transaction of business at that Fund's Meeting. In the event
that a quorum is not present or if a quorum is present at the Meeting but
sufficient votes to approve any of the Proposals are not received, the persons
named as proxies may propose one or more adjournments of the Meeting to permit
the further solicitation of proxies. Any adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote "For" such Proposal in favor of an adjournment and
will vote those proxies required to be voted "Against" such Proposal against
such adjournment. A shareholder vote may be taken on any one of the Proposals
described in this Proxy Statement prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate.
1
<PAGE>
Abstentions and "broker non-votes" (as defined below) are counted for
purposes of determining whether a quorum is present, but do not represent votes
cast with respect to any Proposal. "Broker non-votes" are shares held by a
broker or nominee for which an executed proxy is received by the Fund, but are
not voted as to one or more Proposals because instructions have not been
received from the beneficial owners or persons entitled to vote and the broker
or nominee does not have discretionary voting power. Accordingly, you are urged
to forward your voting instructions promptly.
You may revoke your proxy with respect to a Fund: (a) at any time prior to
its exercise by written notice of its revocation to the Secretary of the Fund at
the above address prior to the Meeting; (b) by the subsequent execution and
return of another proxy prior to the Meeting; or (c) by being present and voting
in person at the Meeting and giving oral notice of revocation to the Chairman of
the Meeting. Attendance at the Meeting will not in and of itself constitute
revocation of your proxy.
Information as to the number of outstanding shares of each Fund as of the
Record Date is set forth in Exhibit A. Each full share is entitled to one vote;
fractional shares are entitled to a proportionate fractional vote. A listing of
the owners of more than 5% of the shares of any Fund as of April 18, 2000, is
set forth in Exhibit B.
Copies of each Fund's most recent annual and semiannual reports have been
sent to shareholders of that Fund on or before the mailing of this Proxy
Statement. Shareholders of any Fund may obtain, free of charge, copies of that
Fund's annual and semiannual reports by writing to the Fund, at 220 East 42nd
Street, New York, NY 10017-5891 or calling (800) 223-0818.
The cost of preparing, assembling and mailing the proxy material and of
soliciting proxies on behalf of the Board of Directors or Trustees of the Funds
will be borne by the Funds, allocated on the basis of the number of shareholder
accounts of each Fund. In addition to the solicitation of proxies by the use of
the mails, proxies may be solicited personally or by telephone by officers of
the Funds and by employees of the Adviser (for which solicitation, no
compensation will be paid). The Funds will, upon request, reimburse nominees and
other fiduciaries for their reasonable expenses in sending proxies and
accompanying material to their principals.
2
<PAGE>
ELECTION OF THREE ADDITIONAL DIRECTORS/TRUSTEES
(PROPOSAL NO. 1)
The persons named below under the caption "Nominees" have been nominated for
election as Directors/Trustees of each Fund and each has consented to his or her
nomination and agreed to serve if elected. Directors/Trustees hold office for an
indefinite term since the Funds do not have regularly scheduled shareholder
meetings. If any nominee becomes unavailable for reasons presently unknown, the
proxy will be voted for a substitute nominee or nominees designated by
management and for the remaining nominees so listed.
The identity of the nominees, the incumbent Directors/Trustees and the
executive officers of each Fund, as well as their principal occupations during
the last five years are set forth below. Each nominee is a director of three
other funds in the Value Line family of funds. The nominees, as well as each
incumbent Director/Trustee, are also nominees for election as Directors/Trustees
of ten other funds in the Value Line family of funds. None of the nominees or
Directors/Trustees own any Fund shares.
NOMINEES
Frances T. Newton (age 58)--Computer Programming Professional, Duke Power
Company
Francis C. Oakley (age 68)--Professor of History, Williams College, 1961 to
present, President, 1985-1993, and President Emeritus since 1994; Director,
Berkshire Life Insurance Company
Marion N. Ruth (age 65)--Real Estate Executive; President, Ruth Realty (real
estate broker)
DIRECTORS/TRUSTEES
Jean Bernhard Buttner* (age 65)--Director or Trustee of each Fund since 1983
or its inception, whichever is later. Chairman of the Board and President of
each Fund; Chairman, President and Chief Executive Officer of Value Line, Inc.
(the "Adviser") and Value Line Publishing, Inc.; Chairman of Value Line
Securities, Inc. (the "Distributor")
John W. Chandler (age 76)--Director or Trustee of each Fund since 1991 or
its inception, whichever is later. Consultant, Academic Search Consultation
Service, Inc.; Trustee Emeritus and Chairman (1993-1994) of the Board of
Trustees of Duke University; President Emeritus, Williams College
David H. Porter (age 64)--Director or Trustee of each Fund since 1997.
President Emeritus of Skidmore College since 1999 and President, 1987-1998;
Visiting Professor of Classics, Williams College since July 1, 1999; Director,
Adirondack Trust Company
Paul Craig Roberts (age 61)--Director or Trustee of each Fund since 1983 or
its inception, whichever is later. Chairman, Institute for Political Economy;
Director, A. Schulman Inc. (plastics)
Nancy-Beth Sheerr (age 51)--Director or Trustee of each Fund since 1996.
Former Chairman, Radcliffe College Board of Trustees
- ------------------------
* Mrs. Buttner is an "interested person" as defined in the Investment Company
Act of 1940 (the "1940 Act") by virtue of her positions with the Adviser and
her indirect ownership of a controlling interest in the Adviser.
3
<PAGE>
EXECUTIVE OFFICERS OF THE FUNDS
The executive officers of each Fund are set forth below.
Jean Bernhard Buttner (age 65)--Chairman of the Board and President of each
Fund.
David T. Henigson (age 42)--Vice President, Secretary and Treasurer of each
Fund; Director, Vice President and Compliance Officer of the Adviser; Director
and Vice President of the Distributor.
Philip J. Orlando, CFA (age 41)--Vice President, Value Line Centurion Fund,
Inc.; Chief Investment Officer with the Adviser's Asset Management Division.
Stephen Grant (age 46)--Vice President, Value Line Strategic Asset
Management Trust; Portfolio Manager with the Adviser.
Alan N. Hoffman, CFA (age 46)--Vice President, Value Line Centurion Fund,
Inc.; Portfolio Manager with the Adviser.
Bruce Alston (age 54)--Vice President; Value Line Strategic Asset Management
Trust; Portfolio Manager with the Adviser since 1997; Portfolio Manager with
Dreyfus Management, Inc., 1994-1996.
The Board of Directors/Trustees of each Fund met four times during that
Fund's most recent fiscal year. Each Director or Trustee attended at least 75%
of the meetings of the Board and the Audit Committee of each Fund during each
such Fund's most recent fiscal year.
Each Fund has an Audit Committee composed of all the Directors or Trustees,
including Mrs. Buttner, who is an "interested person" of each Fund, as defined
by the 1940 Act. The duties of this Committee include meeting twice each year
with the Funds' independent accountants both to review the range of their
activities and to discuss the Funds' system of internal accounting controls. The
Funds do not have a nominating or compensation committee.
Each of the Directors/Trustees, other than Mrs. Buttner, receives from the
Value Line Funds an aggregate annual fee of $21,220 per year plus $3,000 for
each meeting of the Board attended, $1,200 for each meeting of the Audit
Committee attended plus reimbursement of expenses of attending meetings. The
fees and reimbursed expenses paid to the Directors/Trustees are divided equally
among the Value Line Funds of which they are a Director or Trustee.
4
<PAGE>
The following table sets forth information relating to the compensation paid
to Directors or Trustees during each Fund's last fiscal year:
COMPENSATION TABLES
<TABLE>
<CAPTION>
TOTAL
PENSION OR ESTIMATED COMPENSATION
RETIREMENT ANNUAL FROM EACH FUND
AGGREGATE BENEFITS BENEFITS AND FUND
COMPENSATION ACCRUED AS PART UPON COMPLEX
NAME OF PERSON FROM EACH FUND OF FUND EXPENSES RETIREMENT (12 FUNDS)
- -------------- -------------- ---------------- ---------- --------------
<S> <C> <C> <C> <C>
Jean B. Buttner............................ $ 0 N/A N/A $ 0
John W. Chandler........................... 2,968 N/A N/A 35,620
Charles E. Reed............................ 2,968 N/A N/A 35,620
Paul Craig Roberts......................... 2,968 N/A N/A 35,620
Nancy-Beth Sheerr.......................... 2,968 N/A N/A 35,620
</TABLE>
RATIFICATION OR REJECTION OF
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
Subject to ratification by the stockholders at the Special Meeting, the
Boards of Directors/ Trustees (including a majority of those persons who are not
interested persons) approved the selection of PricewaterhouseCoopers LLP as
independent accountants for each Fund for its current fiscal year.
PricewaterhouseCoopers LLP has served as each Fund's independent accountants
since 1984 or since such Fund's inception, whichever is later. A representative
of PricewaterhouseCoopers LLP is not expected to be present at the Special
Meeting.
OTHER MATTERS
Management knows of no matters to be presented at the Meeting other than as
set forth above. If any other matters should come before the meeting, it is
understood that the persons named in the proxy intend to vote said proxy in
accordance with their best judgment.
ADDITIONAL INFORMATION
Value Line, Inc., 220 East 42nd Street, New York, NY 10017-5891, is the
investment adviser to each of the Funds and to the other Value Line Mutual
Funds. Value Line Securities, Inc., 220 East 42nd Street, New York, NY
10017-5891, a subsidiary of the Adviser, acts as principal underwriter and
distributor of each Fund for the sale and distribution of its shares.
5
<PAGE>
NEXT MEETING OF SHAREHOLDERS
The Funds are not required and do not intend to hold annual or other
periodic meetings of shareholders except as required by the Investment Company
Act of 1940. The next meeting of the shareholders of any of the Funds will be
held at such time as the Board of Directors or Trustees may determine or at such
time as may be legally required. Any shareholder proposal intended to be
presented at such meeting must be received by the Fund at its office a
reasonable time prior to the meeting, as determined by the Board of Directors or
Trustees, to be included in the Fund's proxy statement and form of proxy
relating to such meeting, and must satisfy all other legal requirements.
6
<PAGE>
EXHIBIT A
NUMBER OF OUTSTANDING SHARES OF EACH FUND
<TABLE>
<CAPTION>
SHARES OUTSTANDING
AS OF
FUND APRIL 18, 2000
- ---- ------------------
<S> <C>
Value Line Centurion Fund, Inc.............................. 25,672,318
Value Line Strategic Asset Management Trust................. 53,290,469
</TABLE>
<PAGE>
EXHIBIT B
BENEFICIAL OWNERSHIP OF GREATER THAN
5% OF A FUND
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE OF
SHARES BENEFICIALLY OWNED
NAME AND ADDRESS FUND AS OF APRIL 18, 2000
- ---------------- ---- -------------------------
<S> <C> <C>
Guardian Insurance & Annuity Co. (1) Centurion 25,672,318(100%)
3900 Burgess Place
Bethlehem, PA 18017
Guardian Insurance & Annuity Co. (1) Strategic 53,290,469(100%)
3900 Burgess Place
Bethlehem, PA 18017
</TABLE>
- ------------------------
(1) Of record only.
<PAGE>
/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ----------------------------------------------------------------
VALUE LINE CENTURION FUND, INC.
- ----------------------------------------------------------------
Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------
- ---Stockholder sign here----------------co-owner sign here------
1. ELECTION OF THREE ADDITIONAL DIRECTORS.
For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH
NOTE: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through
the name(s) of the nominee(s). Your shares will be voted for the
remaining nominee(s).
For Against Abstain
2. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
RECORD DATE SHARES:
<PAGE>
VALUE LINE CENTURION FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution to
act for and to vote all shares of the stock of the undersigned at the Special
Meeting of Stockholders of Value Line Centurion Fund, Inc. at the offices of
Value Line Distribution Center, Inc. 125 East Union Avenue, East Rutherford, NJ
07073, on June 15, 2000 at 9:30 a.m. and at any and all adjournments thereof.
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 Proposals 2 and 3 and for the election of all nominees. IF YOU
CANNOT BE PRESENT, PLEASE SIGN AND RETURN THIS BALLOT PROMPTLY IN THE
ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Please sign exactly as your name appears below. When shares are held by joint
tenants, both should sign, when signing as an attorney, as 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 person.
- ------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------- ------------------------------------
- ----------------------------------- ------------------------------------
- ----------------------------------- ------------------------------------
<PAGE>
/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ----------------------------------------------------------------
VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
- ----------------------------------------------------------------
Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------
- ---Stockholder sign here----------------co-owner sign here------
1. ELECTION OF THREE ADDITIONAL DIRECTORS.
For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH
NOTE: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through
the name(s) of the nominee(s). Your shares will be voted for the
remaining nominee(s).
For Against Abstain
2. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
RECORD DATE SHARES:
<PAGE>
VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution to
act for and to vote all shares of the stock of the undersigned at the Special
Meeting of Stockholders of Value Line Strategic Asset Management Trust at the
offices of Value Line Distribution Center, Inc. 125 East Union Avenue, East
Rutherford, NJ 07073, on June 15, 2000 at 9:30 a.m. and at any and all
adjournments thereof.
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 Proposals 2 and 3 and for the election of all nominees. IF YOU
CANNOT BE PRESENT, PLEASE SIGN AND RETURN THIS BALLOT PROMPTLY IN THE
ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Please sign exactly as your name appears below. When shares are held by joint
tenants, both should sign, when signing as an attorney, as 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 person.
- ------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------- ------------------------------------
- ----------------------------------- ------------------------------------
- ----------------------------------- ------------------------------------
