<PAGE> 1
Z-SEVEN FUND, INC.
1819 S. DOBSON ROAD
SUITE 109
MESA, AZ 85202
(602) 897-6214
_____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 11, 1998
_____________________
To the Shareholders of the Z-Seven Fund, Inc.:
Notice is hereby given that the Annual Meeting of the Shareholders of the
Z-SEVEN FUND, INC. (the "Fund"), a Maryland corporation, will be held at the
offices of KPMG Peat Marwick LLP, One Arizona Center, Suite 1100, 400 E. Van
Buren, Phoenix, Arizona on December 11, 1998, at 11:00 A.M. (Mountain Standard
Time) for the following purposes:
1) To consider and to act upon the election of five Directors for a term
of one year until the next Annual Meeting or until their successors have been
duly elected and qualified;
2) To approve the selection by the Board of Directors of KPMG Peat
Marwick LLP as independent public auditors for the Fund for the fiscal year
ending December 31, 1998; and,
3) To transact such business as may properly come before the meeting or
at any adjournment thereof.
Shareholders of record at the close of business on October 30, 1998 are
entitled to notice of, and to vote at, the meeting, including any adjournment
thereof. Shareholders are urged to mark, date, sign and return the enclosed
form of proxy at their earliest convenience so that a quorum will be present
and a maximum number of shares may be voted.
By Order of the Board of Directors,
Laurie S. Doane
Secretary
Dated: November 13, 1998
<PAGE> 2
Z-SEVEN FUND, INC.
1819 S. DOBSON ROAD
SUITE 109
MESA, AZ 85202
(602) 897-6214
__________________
PROXY STATEMENT
__________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 11, 1998
This statement is furnished in connection with the solicitation of the
accompanying proxy by the Z-Seven Fund, Inc. (the "Fund"), a Maryland
corporation, for use at the Annual Meeting of Shareholders of the Fund to be
held December 11, 1998, and at any adjournment thereof. It is anticipated
that this Proxy Statement and the accompanying form of Proxy will be given or
mailed to shareholders on or about November 13, 1998.
If the enclosed proxy form is executed properly and returned in time to
be voted at the meeting, the shares represented will be voted according to the
instructions contained therein. Executed proxies that are unmarked will be
voted: (i) for the nominees of the Board of Directors of the Fund in the
election of directors; and (ii) in favor of the selection of the independent
auditors for the Fund. Any proxy may be revoked at any time prior to its
exercise by filing with the Fund a written notice of revocation, by delivering
a duly executed proxy bearing a later date, or by attending the meeting and
voting in person.
The Board of Directors has fixed the close of business on October 30,
1998, as the record date for the determination of shareholders entitled to
notice of, and vote at, the meeting or any adjournment thereof, and only
shareholders of record at the close of business on that day will be entitled
to vote.
As of October 7, 1998, there were issued and outstanding 2,583,036 shares
of Common Stock. Each share of Common Stock is entitled to one vote. There
is no provision for cumulative voting. Shares held by shareholders present in
person or represented by proxy at the Meeting will be counted both for the
purpose of determining the presence of a quorum and for calculating the votes
cast on the issues before the Meeting. An abstention by a shareholder, either
by proxy or by vote in person at the Meeting, has the same effect as a
negative vote. Shares held by a broker or other fiduciary as record owner for
the account of the beneficial owner are counted toward the required quorum if
the beneficial owner has executed and timely delivered the necessary
instructions for the broker to vote the shares or if the broker has and
exercises discretionary voting power. Where the broker or fiduciary does not
receive instructions from the beneficial owner and does not have discretionary
voting power as to one or more issues before the Meeting, but grants a proxy
for or votes such shares, they will be counted toward the required quorum but
will have the effect of a negative vote on any proposals on which it does not
vote. In accordance with Maryland law, shares held by two or more persons
(whether as joint tenants, cofiduciaries or otherwise) will be voted as
follows: unless a written instrument or court order providing to the contrary
has been filed with the Secretary of the Fund: (1) if only one votes, the
vote will bind all; (2) if more than one vote, the vote of the majority will
bind all; and (3) if more than one vote and the vote is evenly divided, the
shares will be voted in accordance with the determination of a majority of
such persons and any person appointed to act by a court of competent
jurisdiction, or, in the absence of such appointment, the vote will be cast
proportionately.
If, by the time scheduled for the meeting, a quorum is not present, or if
a quorum is present but sufficient votes in favor of any of the proposals
described in the Proxy Statement are not received, the persons named as
proxies may propose one of more adjournments of the meeting to permit further
solicitation of proxies. If a quorum is present, votes will be taken for the
election of directors and on any proposal or proposals as to which there are
sufficient votes for approval; and the remaining proposal or proposals may be
considered at an adjourned meeting or meetings. No adjournment will be for a
period exceeding 120 days after the record date. Any such adjournment will
require the affirmative vote of a majority of shares present in person or by
proxy at the session of the meeting to be adjourned. The persons named as
proxies will vote in favor of any such adjournment those proxies which
instruct them to vote in favor of the proposals to be considered at the
adjourned meeting, and will vote against any such
<PAGE> 3
adjournment those proxies which instruct them to vote against or to abstain
from voting on all proposals to be considered at the adjourned meeting.
The Annual Report of the Fund for the fiscal year ended December 31,
1997, including audited financial statements and the Semi-Annual Report for
the period ended June 30, 1998, were mailed to stockholders of record at the
close of business on February 28, 1998, and August 24, 1998, respectively.
The Fund will furnish, without charge, a copy of the Annual Report and the
Semi-Annual Report to a shareholder upon request to the address or phone
number listed above.
The cost of solicitation of proxies will be paid by the Fund. Persons
holding stock as nominees will be reimbursed, upon request, for their
reasonable expenses in sending or forwarding solicitation material to the
principals of the accounts. In addition to the solicitation of proxies by
mail, directors and officers of the Fund may solicit proxies in person or by
telephone.
As of October 7, 1998, the following persons owned of record, or
beneficially, 5% or more of the outstanding shares of the Fund:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
- ------------------------------------ ---------------- ----------------
<S> <C> <C>
Sir John M. Templeton 698,210 27.03 (1)
P.O. Box 7759
Lyford Cay, Nassau, Bahamas
Barry Ziskin 601,992 23.31 (2)
2302 W. Monterey Circle
Mesa, AZ 85202
Thomas W. Lee 165,664 6.41 (3)
130 - 10th Street
San Francisco, CA 94103
<FN>
(1) Agape Co., S.A. owns 698,210 shares. Agape Co., S.A. is indirectly controlled by
Sir John Templeton. The shares were issued to Agape in a private placement in December
1992. The Fund is obligated to register these shares for sale in the open market upon
Agape's request. Agape has requested that the Fund repurchase these shares as an
alternative to registration. The Fund agreed, subject to regulatory approval, to repurchase
the Agape shares over an 18-month period at a price of one-half of one percent below the net
asset value at the time of each repurchase, provided, however, that no repurchase would
occur unless the Company's shares are trading at or above net asset value. On July 31,
1997, the Fund filed an application with the Securities and Exchange Commission seeking the
necessary regulatory approval. On September 15, 1998, the SEC published a notice indicating
that an order granting the application will be issued unless the Commission orders a
hearing.
(2) The shares shown include 368,002 shares owned by Ziskin Asset Management, Inc., of
which Mr. Ziskin is sole shareholder; 53,200 shares owned by TOP Fund Management, Inc., of
which Mr. Ziskin is sole shareholder; 600 shares owned by The Opportunity Prospector, Ltd.,
of which Mr. Ziskin is sole shareholder; and 91,827 shares owned by Ziskin Asset Management,
Inc. Profit Sharing Plan, of which Mr. Ziskin is Trustee.
(3) The shares held by Mr. Lee, who is an Officer and Director of Red Cart Market, Inc.
and President of The San Francisco Advertiser, include: 50,050 shares owned by The San
Francisco Advertiser; 43,500 shares owned by Red Cart Market, Inc. Profit Sharing Plan;
28,714 shares owned by The Lee Investment Partnership; 31,000 shares owned by The San
Francisco Advertiser Profit Sharing Plan, of which Mr. Lee is a Trustee; and 3,200 shares
owned by Red Cart Market, Inc. D.B.A. Pet Club Profit Sharing Plan.
</TABLE>
<PAGE> 4
PROPOSAL 1
ELECTION OF DIRECTORS
The Bylaws of the Fund provide that the Board of Directors shall consist
of not less than three nor more than fifteen directors, with the exact number
being set from time to time by the Board. By unanimous consent, the Board
increased the number of directors from four to five on November 5, 1998. The
Board currently consists of four directors, each of whom serves until the next
annual meeting of stockholders and until his or her successor, if there is to
be one, is elected and qualified. On October 26, 1998, Thomas W. Lee
submitted his resignation from the Board effective November 6, 1998. All
Directors, including all Disinterested Directors, have voted to appoint Albert
I. Feldman to serve for Mr. Lee's unexpired term. The individuals named in
the following table have been nominated by the Fund's Board of Directors for
election as directors, each to hold office until the next Annual Meeting of
Shareholders and until his or her successor is duly elected and qualified.
Four of the nominees are currently members of the Board of Directors, and the
fifth is being nominated as a new member of the Board of Directors. Each of
the nominees has consented to his or her nomination and has agreed to serve if
elected.
IF THE PROXY CARD IS PROPERLY EXECUTED BUT UNMARKED, IT WILL BE VOTED FOR ALL
THE NOMINEES. If for any reason, any nominee should not be available for
election or able to serve as a director, the proxies will exercise their
voting power in favor of such substitute nominees, if any, as the Board of
Directors of the Fund may designate. The Fund has no reason to believe that
it will be necessary to designate a substitute nominee. The Directors will be
elected by a plurality of all votes cast at the meeting.
<TABLE>
<CAPTION>
Shares of
Common Stock
Positions Held Principal Occupation Director Beneficially
Name (age) With Fund During Past 5 Years Since Owned % of Class
- ------------------------- -------------- ----------------------------------------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Maria De Los Santos (36) Nominee Controller, DDC-I, Inc. (1994-present); N/A N/A **
809 Baylor Lane Secretary/ Treasurer, Z-Seven Fund,
Chandler, AZ 85225 Inc., TOP Fund Management, Inc., and
Ziskin Asset Management, Inc.
(1988-1994)
Albert I. Feldman (71) Director Retired, CFO, The San Francisco 11/6/98 81,050 3.14 (1)
184 Amber Dr. Advertiser (1970-1998)
San Francisco, CA 94131
Dr. Jeffrey Shuster (46) Director President & CEO, 3/16/86 600 **
32 East Ridge Court Jeffrey Shuster, DDS, PC
Cheshire, CT 06410 A Professional Corporation
(1981-present)
Barry Ziskin* (46) (2) Director, President, Ziskin Asset 9/16/83 601,992 23.31 (3)
2302 W. Monterey Circle President Management, Inc. (1975-present);
Mesa, AZ 85202 President, TOP Fund Management,
Inc. (1983-present)
Rochelle Ziskin* (44) (4) Director Asst. Professor, Univ. of Missouri- 4/08/85 17,600 **
5119 Wyandotte, #3 South Kansas City (1994-present); J.P.
Kansas City, MO 64112 Getty Fellow, (1993-94); Visiting
Asst. Professor, Univ. of Oregon (1993);
Ph.D., Harvard Univ. (1985-1992)
<FN>
** Less than 1%
* Nominees considered "Interested Persons" of the Fund
(1) These shares include 50,050 shares owned by the San Francisco Advertiser, of which Mr. Feldman was CFO until 1998, and
31,000 owned by the San Francisco Advertiser Profit Sharing Plan, of which Mr. Feldman is Trustee with shared voting power.
(2) Mr. Ziskin is the principal executive officer and only director of the Fund's Investment Adviser.
(3) Please see table of 5% or more Beneficial Owners, Footnote 2.
(4) Ms. Ziskin is the sister of Barry Ziskin.
</TABLE>
<PAGE> 5
Directors of the Fund as a group own beneficially 701,242 shares (27.15%)
of the outstanding shares. Mr. Ziskin beneficially owns 23.31% of the
outstanding shares, as follows: Mr. Ziskin is the sole shareholder of Ziskin
Asset Management, Inc. which owns approximately 14.2% of the outstanding
shares; Mr. Ziskin is the sole shareholder of TOP Fund Management, Inc., the
Fund's investment adviser, which owns 2.1% of the outstanding shares; Mr.
Ziskin is the sole shareholder of The Opportunity Prospector, Ltd. which owns
less than 1% of the outstanding shares; Mr. Ziskin is Trustee for Ziskin Asset
Management, Inc. Profit Sharing Plan which owns approximately 3.6% of the
outstanding shares; and Mr. Ziskin personally owns approximately 3.4% of the
outstanding shares. Mr. Feldman shares beneficial ownership of the following
percentages of outstanding shares: the San Francisco Advertiser owns 1.9%; The
San Francisco Advertiser Profit Sharing Plan, of which Mr. Feldman is a
Trustee and shares voting power in, owns 1.2%. Other directors each own less
than 1% of the total shares outstanding.
Under an agreement dated December 29, 1983, between the Fund and Ziskin
Asset Management, Inc., Mr. Ziskin must vote all shares of the Fund's Common
Stock, which Ziskin Asset Management owns directly or indirectly, on each
matter presented to the shareholders for their vote, in the same proportion
for and against such matters as all outstanding shares owned by other
shareholders of the Fund are voted on such matters.
On January 18, 1996, an action titled "Amanda Kahn and Kimberly Kahn,
directly and derivatively on behalf of Z-Seven Fund, Inc. v. Barry Ziskin, TOP
Fund Management, Inc., Ziskin Asset Management, Inc., and Z-Seven Fund, Inc.,
As Nominal Defendant" was filed in the United States District Court In and For
the District of Arizona. The complaint alleged that the defendants improperly
used funds of Z-Seven Fund, Inc. to promote separate activities of an
affiliated Investment Adviser. An arbitration proceeding was held as a part
of the litigation. The arbitrator in the proceeding rendered a decision in
favor of the defendants (including the Fund) on a major portion of the claim.
The plaintiffs then agreed to dismiss the entire claim. In March 1998, the
Board of Directors granted the request of Barry Ziskin, an officer and
director of the Fund, to indemnify for certain costs incurred in the defense
of this action. The amount of the indemnity totaled $87,662.
The Board of Directors of the Fund has a standing Audit Committee which
was established on August 4, 1988. Members of the Audit Committee are
currently Jeffrey Shuster and Albert Feldman. It is anticipated that Maria De
Los Santos will be appointed to the audit committee, if elected as director.
None of the current or potential members of the Audit Committee are interested
persons of the Fund. The Audit Committee has responsibility for overseeing
the independent auditors, approving annual financial statements and assisting
the Board of Directors with respect to the review of the adequacy and
effectiveness of the Fund's accounting and operating controls. The Board does
not have nominating or compensation committees.
During the fiscal year ended December 31, 1997, directors' fees, at a
rate of $500 per Board and Committee meeting, and expenses aggregating $15,626
were paid to directors by the Fund. Barry Ziskin, as director of the Fund,
receives no remuneration from the Fund, and is also an officer of the Fund's
investment adviser. Since the last Annual Meeting of Shareholders, the Board
of Directors has held seven meetings. All members of the Board of Directors
attended 75% or more of all Board and Committee meetings combined.
PROPOSAL 2
APPROVAL
OF
INDEPENDENT AUDITORS
The Board of Directors has directed that there be submitted to the
shareholders for approval the selection of KPMG Peat Marwick LLP as
independent auditors to report on the Financial Statements of the Fund for the
fiscal year ending December 31, 1998. No member of KPMG Peat Marwick LLP has
any direct or indirect financial interest in the Fund.
A representative of KPMG Peat Marwick LLP is expected to attend the
Annual Meeting of Shareholders, and such representative will be given the
opportunity to make a statement, and is expected to be available to respond to
appropriate questions. The affirmative vote of a majority of the outstanding
stock is required to approve the selection of independent auditors.
<PAGE> 6
INVESTMENT MANAGER
Investment management services are furnished to the Fund by TOP Fund
Management, Inc. (the "Adviser") pursuant to an Investment Advisory Agreement
dated February 17, 1987 (the "Agreement"). TOP Fund Management, Inc. has its
principal place of business at 1819 S. Dobson Road, Suite 109, Mesa, AZ
85202. The Agreement was approved by a vote of the Fund's shareholders at the
Annual Meeting of Shareholders held on January 11, 1988, and is currently in
effect until December 31, 1998.
The Agreement may be continued in effect from year to year, in accordance
with its terms, so long as such continuance is approved at least annually by
the Board of Directors of the Fund, including a majority of the directors who
are not parties to the Agreement or "Interested Parties" (as defined in the
Investment Company Act of 1940) of the Adviser or the Fund, or by a vote of a
majority of the outstanding voting shares of the Fund.
The Advisory Agreement may be terminated at any time, without payment of
any penalty, by the Board of Directors of the Fund or by vote of a majority of
the outstanding voting shares of the Fund.
Under the Agreement, the Adviser furnishes advice to the Fund with
respect to investing in, purchasing and selling securities, stock index
futures contracts and options thereon.
The Agreement expressly provides that the Adviser is not responsible for
providing the Fund with office space, equipment or supplies, or persons to
perform administrative, clerical or bookkeeping functions on behalf of the
Fund. All expenses not assumed by the Adviser are paid by the Fund. Although
the Adviser is responsible for compensation of officers and directors, the
Agreement provides that the Fund is responsible for compensation of such
persons who are not regular members of the Adviser's staff.
The Agreement provides that the Adviser, at its own expense, shall
maintain Key Man Insurance covering Barry Ziskin, in an amount not less than
$2,000,000. The policy designates the Fund as beneficiary. The Agreement
further provides that the Adviser will not pay or declare dividends on its
stock, redeem, purchase or acquire any share of its stock or make distribution
or disposition of its assets if its tangible net worth plus that of Ziskin
Asset Management, Inc., which guarantees the obligations of the Adviser under
the Agreement, would be less than the greater of (i) $1,500,000 or (ii) 10% of
the net assets of the Fund as of the last day of the last calendar quarter,
but not more than $2,700,000.
The Agreement provides that the Adviser will receive a base advisory fee
at the rate of .3125% of the Fund's average daily net assets during each
calendar quarter (equivalent to 1.25% per annum). The Agreement also provides
that the Adviser will receive a bonus or pay the Fund a penalty, depending
upon performance relative to the Standard & Poor's Composite Index of 500
Stocks. The bonus or penalty is payable at the end of each calendar quarter
and will not exceed 2.5% of the Fund's average daily net assets in any
calendar quarter.
Under an Agreement dated December 29, 1983, the Adviser reimburses the
Fund to the extent that the Fund's aggregate annual expenses (including the
advisory fee but excluding bonus or penalty payments, interest, taxes,
brokerage commissions and expenses related to litigation or indemnification of
officers and directors) exceeds 3 1/2% of the Fund's average daily net assets
up to $20,000,000 plus 1 1/2% of average daily net assets in excess of
$20,000,000. For the fiscal years ended December 31, 1997, 1996, and 1995,
the base advisory fees paid to the Adviser were $306,656, $326,831 and
$329,328, respectively. The penalties received from the Adviser in 1997,
1996, and 1995 were $500,990, $65,366 and $228,874, respectively.
Copies of the Financial Statements of TOP Fund Management, Inc. and of
Ziskin Asset Management, Inc. are included as exhibits to this Proxy
Statement.
FURTHER INFORMATION
The sole director of the Adviser is Barry Ziskin. Mr. Ziskin's principal
occupation is President of TOP Fund Management, Inc. and Ziskin Asset
Management, Inc. The officers of the Adviser are: Barry Ziskin, President and
Treasurer; and Laurie S. Doane, Secretary. An affiliate of the Adviser is
Ziskin Asset Management, Inc., which owns 14.2% of the Fund's voting
securities. Mr. Ziskin is the sole stockholder of Ziskin Asset Management,
Inc.
<PAGE> 7
PORTFOLIO INFORMATION
The Adviser is responsible for making recommendations to the Fund to buy
and sell portfolio securities, to hold assets in cash, to invest in all types
of securities and to enter into options on stock indexes, stock index futures
contracts and options thereon, and foreign exchange contracts in whatever
amounts or proportions the Adviser believes best suited to current and
anticipated economic and market conditions consistent with the investment
policies and restrictions of the Fund. The Adviser is also responsible for
placing orders.
There is no set formula for allocation of brokerage. The Fund's primary
objective in selecting broker-dealers through which the Adviser will effect
securities transactions is to obtain the most favorable net results, taking
into account various factors, including size and difficulty of the order, the
reliability, integrity, financial condition, general execution and operational
capabilities of competing broker-dealers, the best net price available, and
the brokerage and research services they are expected to provide the Fund.
The Fund may allocate orders to the broker-dealers who provide brokerage
or research services to the Fund (as such services are defined in section
28(e) of the Securities and Exchange Act of 1934), and may pay such
broker-dealers a commission that is in excess of the commission another
qualified broker-dealer would have received if it is determined that the
commission is reasonable in relation to the value of the services provided.
The Fund pays for investment advisory publications or other research,
other than advisory fees paid to the Adviser under the terms of the Agreement,
with "soft" (i.e. commission) dollars. The research obtained through the
Fund's brokerage allocations, whether or not directly useful to the Fund, may
be useful to the Adviser in connection with services rendered to the Fund
and/or to other accounts managed by the Adviser or by Ziskin Asset Management,
Inc. Similarly, research obtained by the Adviser may be useful to the Fund.
The Board of Directors, in considering the reasonableness of the brokerage
commissions paid by the Fund, will not attempt to allocate, or require the
Adviser to allocate the relative cost or benefits to the Fund.
Futures transactions generally will be effected through those futures
commissions merchants ("FCMs") the Fund believes will obtain the most
favorable net results. The Fund may allocate futures contract orders to FCMs
who provide commodity brokerage research services. The normal operation of
the commodities marketplace will require that the FCM have a beneficial
interest in any Sub-Custodial account created for the benefit of the Fund.
For the years 1997, 1996, and 1995, the aggregate amount of commissions
paid by the Fund were $172,425, $238,062, and $145,073, respectively.
Commissions expressed as a percentage of average daily net assets are as
follows: 1997: 0.703; 1996: 0.910; and 1995: 0.551.
The portfolio turnover rate of the Fund in each of the last three years
has been as follows: 1997: 111.3%; 1996: 66.4%; and 1995: 36.1%.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
If a shareholder wishes to present a proposal to be included in the Proxy
Statement for the 1999 Annual Meeting of Shareholders, which the Board of
Directors anticipates will be held on or about December 10, 1999, such
proposal must be submitted in writing and received at the Fund's principal
executive office not less than 120 days in advance of November 9, 1999.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Fund's
directors and officers and persons who beneficially own more than 10% of a
registered class of the Fund's equity securities, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission. Copies of all Section 16(a) forms filed by directors, officers
and 10% shareholders are required to be provided to the Fund. To the Fund's
knowledge, based solely on review of the copies of such reports furnished to
the Fund and written representations that no other reports were required,
during the most recently completed fiscal year ended December 31, 1997, all
directors, officers, and 10% stockholders complied with Section 16(a) filing
requirements.
<PAGE> 8
OTHER MATTERS
The Board of Directors knows of no matters as of this date to be
presented at the meeting other than those specified in the Proxy Statement.
However, if any other matters come before the meeting it is intended that the
proxies will vote thereon in their discretion.
All shareholders are urged to execute, date and return promptly the
enclosed Form of Proxy in the enclosed return envelope, regardless of whether
they intend to be present in person at the Annual Meeting.
By Order of the Board of Directors,
Laurie S. Doane
Secretary
Dated: November 13, 1998
Mesa, Arizona
<PAGE> 9
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors
TOP Fund Management, Inc.
Mesa, Arizona
We have audited the accompanying balance sheet of TOP Fund Management, Inc. (a
New York corporation) as of December 31, 1997. This financial statement is
the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit of the balance sheet provides a
reasonable basis for our opinion.
In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of TOP Fund Management, Inc. as of
December 31, 1997, in conformity with generally accepted accounting
principles.
March 17, 1998
<PAGE> 10
<TABLE>
<CAPTION>
TOP FUND MANAGEMENT, INC.
Balance Sheet
December 31, 1997
Assets
- ----------------------------------------------------
<S> <C>
Current assets:
Cash and cash equivalents (Note A) $262,766
Dividend receivable (Notes A and C) 53,602
Other current assets 891
---------
Total current assets 317,259
Investments (Notes A and C) 585,200
---------
Total assets $902,459
=========
Liabilities and Shareholder's Equity
- ----------------------------------------------------
Current liabilities:
Due to affiliate (Note B) $197,960
Note payable to shareholder (Note B) 198,000
Accrued expenses 3,250
---------
Total current liabilities 399,210
Note payable to affiliate (Note B) 495,525
---------
Total liabilities 894,735
---------
Shareholder's equity:
Common shares, no par value; 200 shares authorized,
10 shares issued and outstanding 1,100
Retained deficit (Note D) (17,391)
Unrealized gain on investments (Notes A, C and D) 24,015
---------
Total shareholder's equity 7,724
---------
Total liabilities and shareholder's equity $902,459
=========
Commitments and contingencies (Notes B)
The accompanying notes are an integral part
of this financial statement.
</TABLE>
<PAGE> 11
TOP FUND MANAGEMENT, INC.
Notes to Balance Sheet
December 31, 1997
NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
- ------------------
TOP Fund Management, Inc. (TFM), organized under the laws of the state of New
York, is a registered investment advisor which manages the portfolio of the
Z-Seven Fund, Inc. (the Fund), a registered investment company. The objective
of the Fund is long-term capital appreciation through investment, primarily
in common stocks and securities immediately convertible into common stock,
believed by TFM to have significant growth potential. TFM at no time has
custody or possession of the Fund's portfolio, but rather is authorized by the
Fund to make trades on its behalf in the Fund's account.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements.
Actual results could differ from those estimates.
Investments
- -----------
The Company classifies its marketable equity securities as available for
sale. These securities are carried in the financial statements at fair value.
Realized gains and losses are included in earnings, and unrealized gains and
losses are reported as a separate component of shareholder's equity. Dividend
income is recorded on the ex-dividend date.
Income taxes
- ------------
The Company has elected to be taxed under the provisions of Subchapter S of
the Internal Revenue Code. Under those provisions, the shareholder is liable
for individual federal and state income taxes on the Company's taxable income.
As a result, no provision or liability for federal or state income taxes has
been included in the financial statements.
Concentration of Credit Risk
- ----------------------------
The Company occasionally maintains deposits in excess of federally insured
limits. Statement of Financial Accounting Standards No. 105 identifies these
items as a concentration of credit risk requiring disclosure, regardless of
the degree of risk. The risk is managed by maintaining all deposits in high
quality financial institutions.
NOTE B - RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
- -----------------------------
TFM has entered into an Investment Advisory Agreement (the Agreement) with the
Fund. The Agreement provides for a base management fee equal to .3125% per
quarter (equivalent to 1.25% per annum) of the average daily net assets of the
Fund.
<PAGE> 12
TOP FUND MANAGEMENT, INC.
Notes to Balance Sheet
December 31, 1997
(Continued)
NOTE B - RELATED PARTY TRANSACTIONS (CONTINUED)
In addition to such base management fee, TFM will receive a bonus for
extraordinary performance (change in net asset value) or pay a penalty for
under performance. The bonus/penalty performance arrangement uses the S&P
Index of 500 Composite Stocks (S&P 500 Index) as a measure of performance
against which the performance of the Fund will be measured. The bonus or
penalty is payable at the end of each calendar quarter and will not exceed
2.5% of the average daily net assets in the calendar quarter.
The performance penalty fee can exceed the base management fee. Furthermore,
the bonus/penalty arrangement will not become operative unless the performance
of the Fund exceeds, either positively or negatively, the S&P 500 Index
percentage change during the same period of time by more than 10.0%. At
December 31, 1997, TFM owes the Fund a net $45,683 comprised of $122,662 owed
to the Fund in penalties as determined by the bonus/penalty arrangement and
$76,979 due to TFM in base management fees.
The Agreement also provides that if the Fund's expenses on an annual basis
(including the base management fee, but excluding any bonus or penalty
payments, taxes, interest, brokerage commission and certain litigation
expenses) exceed 3.5% of the average daily net assets of the Fund up to $20
million plus 1.5% of the average daily net assets in excess of $20 million,
TFM shall reimburse the Fund annually for any such excess expenses up to the
aggregate amount of the basic advisory fee. For the year ended December 31,
1997, there were no excess expenses required to be reimbursed.
Affiliates
- ----------
Ziskin Asset Management, Inc. (ZAM), an affiliated company has guaranteed and
pledged stock to the Fund to cover any penalty or expenses incurred by TFM
under the Agreement with the Fund. At December 31, 1997, TFM has an 8% note
payable totaling $495,525 to ZAM for business expenses and working capital
advanced by ZAM in the current and prior years. In addition, the Agreement
has several covenants, among them, that ZAM and TFM agree not to declare or
pay any dividends or make any other distribution of their common stock unless
the combined tangible net worth of the companies is not less than the greater
of (i) $1,500,000 or (ii) 10% of the net assets of the Fund, as of the last
day of the most recently ended fiscal quarter, but not more than $2,700,000.
At December 31, 1997, the net assets of the Fund were approximately
$20,161,000. TFM and ZAM were in compliance with all covenants at December
31, 1997.
The Opportunity Prospector, Ltd. (TOP), which has the same ownership as TFM,
received fees from TFM for services rendered regarding research of foreign
securities through July 1996. At December 31, 1997, TFM owes $152,277 to TOP
for these research fees, and for funds advanced by TOP for various operating
expenses.
The sole shareholder of TFM is also a Director and the President of the Fund,
and sole shareholder of both ZAM and TOP. The Company and ZAM have
co-guaranteed a $400,000 personal loan on behalf of their sole shareholder.
The note is further collateralized by 367,202 shares of the Fund, of which
29,200 shares are owned by TFM and 338,002 shares are owned by ZAM. The
Company has a $198,000 note payable to the shareholder, with interest at 8%
per annum.
<PAGE> 13
TOP FUND MANAGEMENT, INC.
Notes to Balance Sheet
December 31, 1997
(Continued)
NOTE C - INVESTMENTS
The Company owns 53,200 shares of Z-Seven Fund, Inc. These shares have an
original cost of $561,185 and a fair market value of $585,200 at December 31,
1997. The unrealized gain for these equity securities at December 31, 1997,
was $24,015. The Company has pledged 29,200 shares as collateral for a
personal loan of the sole shareholder of the Company as described in Note B.
In September and December 1997, the Fund declared dividends payable totaling
$1.43 per share (on a post-split basis), and a two-for-one share split to the
shareholders of record at December 19, 1997, to be paid on December 30, 1997,
of which $53,602 was received in 1998.
<TABLE>
<CAPTION>
NOTE D - RETAINED EARNINGS (DEFICIT) AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Changes in retained earnings (deficit) for 1997 are as follows:
<S> <C>
Balance, at beginning of year $ 233,485
Net loss (250,876)
----------
Balance, at end of year $ (17,391)
==========
Changes in unrealized gain (loss) on investments for 1997 are as follows:
Balance, at beginning of year $ (15,885)
Unrealized gain incurred 39,900
----------
Balance, at end of year $ 24,015
==========
</TABLE>
<PAGE> 14
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors
Ziskin Asset Management, Inc.
Mesa, Arizona
We have audited the accompanying balance sheet of Ziskin Asset Management,
Inc. (a New York corporation) as of December 31, 1997. This financial
statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit of the balance sheet provides a
reasonable basis for our opinion.
In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Ziskin Asset Management, Inc. as
of December 31, 1997, in conformity with generally accepted accounting
principles.
March 17, 1998
<PAGE> 15
<TABLE>
<CAPTION>
ZISKIN ASSET MANAGEMENT, INC.
Balance Sheet
December 31, 1997
Assets
- ------------------------------------------------------
<S> <C>
Current assets:
Cash and cash equivalents (Note A) $ 81,605
Accounts receivable (Note A) 35,158
Dividend receivable (Notes A and C) 42,131
Prepaid income taxes (Note A) 41,960
Deferred income tax assets (Notes A and D) 68,000
Other 5,279
------------
Total current assets 274,133
Note receivable from affiliate (Note B) 430,525
Investments (Notes A, B and C) 4,048,022
------------
Total assets $ 4,752,680
============
Liabilities and Shareholder's Equity
- ------------------------------------------------------
Current liabilities:
Accounts payable $ 15,301
Unearned portfolio fees (Note A) 60,329
Due to affiliate (Note B) 174,767
------------
Total current liabilities 250,397
Unearned subscription revenues (Note A) 62,000
Deferred income taxes (Notes A and D) 2,000
------------
Total liabilities 314,397
------------
Shareholder's equity:
Common shares, no par value; 200 shares authorized,
100 shares issued and outstanding 1,500
Additional paid in capital 6,191
Retained earnings (Note E) 3,473,483
Unrealized gain on investments, net (Notes A, C and E) 957,109
------------
Total shareholder's equity 4,438,283
------------
Total liabilities and shareholder's equity $ 4,752,680
============
Commitments and contingencies (Notes B)
The accompanying notes are an integral part
of this financial statement.
</TABLE>
<PAGE> 16
ZISKIN ASSET MANAGEMENT, INC.
Notes to Balance Sheet
December 31, 1997
NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
- ------------------
Ziskin Asset Management, Inc. (ZAM), organized under the laws of the state of
New York, is a registered investment advisor which manages accounts for
various individuals and institutions on a discretionary basis for a fee. The
objective of such accounts is long-term capital appreciation through
investment, primarily in common stocks and securities immediately convertible
into common stock, believed by ZAM to have significant growth potential. ZAM
at no time has custody or possession of the clients' funds or securities,
except for prepaid investment management fees, but rather is authorized by the
clients to make investments on their behalf in their accounts.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements.
Actual results could differ from those estimates.
Accounts Receivable
- -------------------
The Company uses the allowance method to provide a reserve for uncollectible
accounts receivable. Uncollectible accounts are charged to the allowance
account when incurred. Management believes the allowance is sufficient for
any uncollectible amounts. The allowance for doubtful accounts at December
31, 1997, was $-0-.
Revenue Recognition
- -------------------
Investment management fees are recognized as the related services are
performed.
Investments
- -----------
The Company classifies its marketable equity securities as available for
sale. These securities are carried in the financial statements at fair value.
Realized gains and losses are included in earnings, and unrealized gains and
losses, net of income taxes, are reported as a separate component of
shareholder's equity. Dividend income is recorded on the ex-dividend date.
Unearned Portfolio Fees
- -----------------------
Unearned portfolio fees represents annual advance fees paid by clients.
These fees are recognized as revenue based on the annual account performance
when the clients' investment portfolios increase in value. If the investment
portfolios decrease in value, the unearned advance fees are carried forward to
future periods or are refunded.
<PAGE> 17
ZISKIN ASSET MANAGEMENT, INC.
Notes to Balance Sheet
December 31, 1997
(Continued)
NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Unearned Subscription Revenues
- ------------------------------
In prior years, the Company published and distributed, for a fee, an
investment newsletter. The newsletter was discontinued and the amounts shown
represent unearned revenues. The Company is currently negotiating with these
subscribers, with the possibility of offering other services in satisfaction
of the revenues collected.
Income Taxes
- ------------
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes.
Deferred taxes are recognized for differences between the basis of assets and
liabilities for financial statement and income tax purposes. The differences
relate primarily to unrealized gains on investments (not recognized for income
tax purposes until the investments are disposed) and certain accrued expenses
(not deductible for income tax purposes until paid). The deferred tax assets
and liabilities represent the future tax consequences of these differences,
which will either be taxable or deductible when the assets and liabilities are
recovered or settled.
Profit Sharing Plan
- -------------------
The Company maintains a profit sharing plan covering all eligible full time
employees. Contributions to the plan are at the discretion of the Board of
Directors. As of December 31, 1997, all contributions to the plan have been
fully funded.
Concentration of Credit Risk
- ----------------------------
The Company occasionally maintains deposits in excess of federally insured
limits. Statement of Financial Accounting Standards No. 105 identifies these
items as a concentration of credit risk requiring disclosure, regardless of
the degree of risk. The risk is managed by maintaining all deposits in high
quality financial institutions.
NOTE B - RELATED PARTY TRANSACTIONS
Under the Guarantee and Pledge Agreement (the Guarantee) that the Company has
with the Z-Seven Fund, Inc. (the Fund), ZAM has guaranteed to pay any
penalties and expenses incurred by TOP Fund Management, Inc. (TFM), an
affiliated company, which could be created under TFM's advisory agreement with
the Fund. Additionally, the Company has pledged marketable equity securities
(Note C) as collateral under the Guarantee.
The Guarantee has several covenants, among them, that ZAM and TFM agree not to
declare or pay any dividends or make any other distribution of their common
stock unless the combined tangible net worth of the companies is not less than
the greater of (i) $1,500,000 or (ii) 10% of the net assets of the Fund, as of
the last day of the most recently ended fiscal quarter, but not more than
$2,700,000. At December 31, 1997, the net assets of the Fund were
approximately $20,161,000. ZAM and TFM were in compliance with all covenants
at December 31, 1997.
<PAGE> 18
ZISKIN ASSET MANAGEMENT, INC.
Notes to Balance Sheet
December 31, 1997
(Continued)
NOTE B - RELATED PARTY TRANSACTIONS (CONTINUED)
At December 31, 1997, the Company has an 8% note receivable from TFM totaling
$495,525 offset by a reserve of $65,000. This advance represents business
expenses and working capital advanced by ZAM on behalf of TFM in current and
prior years.
The Opportunity Prospector, Ltd. (TOP), which has the same ownership as ZAM,
received fees from ZAM for services rendered regarding research of foreign
securities through July 1996. At December 31, 1997, ZAM owes $174,767 to TOP
for these research fees and for funds advanced by TOP for various operating
expenses.
The Company subleases office space from the Fund on a month to month basis.
The sole shareholder of ZAM is also a Director and the President of the Fund,
and sole shareholder of both TFM and TOP. The Company and TFM have
co-guaranteed a $400,000 personal bank loan on behalf of their sole
shareholder. This note is further collateralized by 367,202 shares of the
Fund, of which 338,002 shares are owned by ZAM and 29,200 shares are owned by
TFM.
NOTE C - INVESTMENTS
The Company owns 368,002 shares of Z-Seven Fund, Inc. These shares have an
original cost of $3,064,358 and a fair market value of $4,048,022 at December
31, 1997. The unrealized gain, net of deferred income taxes, for these equity
securities at December 31, 1997, was $957,109. ZAM has pledged 21,900 shares
as collateral under a guarantee agreement with the Fund, as described in Note
B. In September and December 1997, the Fund declared dividends payable
totaling $1.43 per share (on a post-split basis), and a two-for-one stock
split to the shareholders of record at December 19, 1997, to be paid on
December 30, 1997, of which $42,131 was received in 1998.
<TABLE>
<CAPTION>
NOTE D - INCOME TAXES
The Company's total deferred tax assets and liabilities are as follows:
<S> <C>
Total deferred tax assets, current $68,000
Less valuation allowance -
Total deferred tax liabilities, non-current (2,000)
--------
Net deferred tax liabilities $66,000
========
</TABLE>
<TABLE>
<CAPTION>
NOTE E - RETAINED EARNINGS AND UNREALIZED GAIN ON INVESTMENTS
Changes in retained earnings for 1997 are as follows:
<S> <C>
Balance, at beginning of year $3,600,379
Net loss (126,896)
-----------
Balance, at end of year $3,473,483
===========
Changes in unrealized gain on investments, net, are as follows:
Balance, at beginning of year $ 626,458
Unrealized gain incurred, net of deferred income taxes 330,651
-----------
Balance, at end of year $ 957,109
===========
</TABLE>
Z-SEVEN FUND, INC.
Annual Meeting of Shareholders -- December 11, 1998
Know all men by these presents, that the undersigned holder of shares of
Z-Seven Fund, Inc. (the "Fund"), a Maryland corporation, does hereby
constitute and appoint Laurie S. Doane, the attorneys, and the proxies of
the undersigned with full power of substitution and appointment, collectively
and as individuals, for and in the name, place, and stead, of the undersigned
to vote all of the undersigned's shares of said Fund at the Annual Meeting of
such shareholders of said Fund to be held at the offices of KPMG Peat Marwick
LLP, One Arizona Center, 400 E. Van Buren Street, Phoenix, Arizona on
December 11, 1998, at 11:00 a.m. (Mountain Standard Time), and at any and all
adjournments thereof.
PLEASE MARK, SIGN AND DATE THE REVERSE SIDE AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued on other side)
Z
Seven
_ _
| | Please detach here | |
\ / \ /
\ / \ /
(Continued from reverse side)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 and 3 BELOW.
_ _
1. Election of Directors: |_| FOR all nominees listed |_| WITHHOLD authority
(except as marked to vote for all
01 BARRY ZISKIN to the contrary below): nominees listed
02 JEFFREY SHUSTER ___________________________________________________
03 ROCHELLE ZISKIN | |
04 ALBERT FELDMAN | |
05 MARIA DE LOS SANTOS | |
---------------------------------------------------
(Instructions: To withhold authority to vote for any individual nominee,
write the number(s) in the box provided to the right.)
2. Approval of the selection KPMG Peat Marwick LLP as Independent Public
Auditors for the Fund. _ _ _
|_| For |_| Against |_| Abstain
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
_ _ _
|_| For |_| Against |_| Abstain
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 Proposals 1, 2 and 3.
_ _
Address Change? Mark Box |_| I Plan to Attend the Meeting |_|
Indicate changes below:
Dated ______________________________________, 1998
___________________________________________________
| |
| |
| |
| |
---------------------------------------------------
Signature(s) of Stockholder(s) in Box
Please sign EXACTLY as your name appears hereon.
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 in a partnership, sign in
partnership name by authorized person.
