PMD INVESTMENT COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 17, 1996
The Annual Meeting of Shareholders of PMD INVESTMENT COMPANY, a
Nebraska corporation, will be held on Monday, June 17, 1996, at
9:30 A.M., at the First National Bank of Omaha, Terrace Level, One
First National Center, Omaha, Nebraska, for the following purposes:
1. To elect a Board of Directors.
2. To ratify or reject the selection by the Board of Directors of
Deloitte & Touche LLP as the Corporation's independent accountants
for 1996.
3. To transact such other business as properly may come before the
meeting and any adjournments thereof.
The stock transfer books of the Corporation will not be closed. The
Board of Directors of the Corporation has fixed the close of
business on April 29, 1996, as the record date for determining the
shareholders of the Corporation entitled to notice of and to vote
at the meeting.
Dated: May 1, 1996 BY ORDER OF THE BOARD OF DIRECTORS,
Herbert B. Underwood,
Secretary
PLEASE MARK, SIGN, AND DATE THE ACCOMPANYING PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE ENCLOSED FOR YOUR USE. THE PROXY WILL NOT
BE USED IF YOU ATTEND THE MEETING IN PERSON AND SO REQUEST.
PMD INVESTMENT COMPANY
PROXY STATEMENT
Annual Meeting of Shareholders
June 17, 1996
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors (the "Board of Directors")
of PMD Investment Company (the "Corporation") of proxies from
holders of the Corporation's $0.50 par value Common Stock ("Common
Stock") for use at the annual meeting of the shareholders of the
Corporation to be held on June 17, 1996, at 9:30 A.M., at the First
National Bank of Omaha, Terrace Level, One First National Center,
Omaha, Nebraska, and at any adjournments thereof (the "Annual
Meeting"), for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders.
The mailing address of the principal executive offices of the
Corporation is 10050 Regency Circle, Suite 315, Omaha, Nebraska
68114. This Proxy Statement and the accompanying form of Proxy are
first being sent to the holders of Common Stock on or about May 8,
1996.
The accompanying Proxy may be revoked by the person giving it at
any time prior to its being voted; such revocation may be
accomplished by a letter, or by a duly executed Proxy bearing a
later date, filed with the Secretary of the Corporation prior to
the Annual Meeting. If a shareholder who has given a Proxy is
present at the Annual Meeting and wishes to vote in person, such
shareholder may withdraw the Proxy at that time.
The annual report of the Corporation for the year ended December
31, 1995, including financial statements, previously has been
mailed to shareholders of the Corporation. Such report is not to be
regarded as proxy soliciting material or as part of this Proxy
Statement. The Corporation will furnish to shareholders upon
request a copy of such annual report and the most recent
semi-annual report succeeding such annual report. A shareholder
request for such reports should be directed to Ann Turco at First
National Bank of Omaha, Trust Department, One First National
Center, Omaha, NE 68102, or at the following toll-free telephone
number: 1-800-228-4411.
COMMON STOCK AND PRINCIPAL HOLDERS
The Board of Directors has fixed the close of business on April 29,
1996, as the record date for determining the shareholders of the
Corporation entitled to notice of and to vote at the Annual
Meeting.
On April 29, 1996, the Corporation had outstanding 3,620,739 shares
of Common Stock, each such share entitling the holder thereof to
one vote upon each matter to be voted upon at the Annual Meeting.
Shareholders entitled to vote at the Annual Meeting have cumulative
voting rights in the election of directors, and there are no
conditions precedent to the exercise of such rights. The existence
of cumulative voting rights means that a shareholder may cast a
total number of votes in the election for directors which is equal
to the number of directors to be elected multiplied by the number
of such shareholder's shares; such votes may be cast entirely for
one candidate or may be distributed equally or unequally among as
many candidates as the shareholder may consider appropriate.
In the election of directors, any action other than a vote for a
nominee will have the practical effect of a vote against such
nominee, but only votes in favor of a nominee will directly affect
the outcome of the election since the three nominees receiving the
greatest number of votes will be elected. Abstentions from voting
and broker "non-votes" on the selection of independent accountants
will have the practical effect of votes against such proposal but
will not affect the outcome of the voting on such proposal since
the approval of such proposal requires only a majority of the votes
cast with respect to such proposal. Abstentions and broker
"non-votes" are not deemed to be "votes cast" for any purpose but
will be included for purposes of determining whether a quorum is
present at the Annual Meeting. A broker "non-vote" occurs when a
nominee holding shares for a beneficial owner does not vote on a
particular matter because the nominee does not have discretionary
authority to vote on such matter and has not received voting
instructions from the beneficial owner of the shares involved.
The following table sets forth information as to the beneficial
ownership of Common Stock of each person or group who, as of April
10, 1996, to the knowledge of the Corporation, owned more than 5%
of the Common Stock.
Name and Amount and
Title Address of Nature of Percent
of Beneficial Beneficial of
Class Owner Ownership Class
Common D. J. Witherspoon 2,989,969(1) 82.58%
Stock 9723 Nottingham Drive
$0.50 Omaha, Nebraska 68114
par value
Common John Patrick Witherspoon 274,071(2) 7.57%
Stock 1211 Howard Street
$0.50 Omaha, Nebraska 68102
par value
(1) These shares are owned of record only by First National Bank of
Omaha, as conservator for D. J. Witherspoon; such conservator has
sole voting and investment power over such shares.
(2) 245,183 of these shares (6.77% of the outstanding shares) are
owned both of record and beneficially by John Patrick Witherspoon.
28,888 of these shares (0.80% of the outstanding shares) are owned
of record only by Iris J. Norman, as trustee, and beneficially only
by John Patrick Witherspoon.
No director or officer of the Corporation other than John Patrick
Witherspoon owned any shares of the Corporation's Common Stock on
April 10, 1996.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect a board of three
directors for a term extending until the 1997 annual meeting of the
shareholders of the Corporation and until their respective
successors have been elected and qualify. Proxies in the
accompanying form which are received by the Board of Directors in
response to this solicitation will, unless contrary instructions
are given therein, be voted by the persons named therein as proxies
in favor of the three nominees for directors listed below. The
persons named as proxies reserve the right, however, to vote such
proxies cumulatively and for the election of fewer than all of the
nominees for directors but do not intend to do so unless nominees
other than those listed below are nominated at the Annual Meeting.
The Board of Directors believes that all of the three nominees
listed below will be available to serve and will serve as directors
if elected; however, if any of such nominees is not so available at
the time of the election, the proxies will be voted in the
discretion of the persons named therein for the election of a
substitute nominee. The three nominees receiving the greatest
number of votes at the Annual Meeting will be elected as directors.
Set forth below is certain information as of April 10, 1996, with
respect to the nominees for election as directors of the
Corporation. The information relating to their respective business
experience was furnished to the Corporation by such persons. All of
the nominees presently are serving as directors of the Corporation,
and all of the nominees have been nominated for reelection by the
Board of Directors.
Nominees and Business Experience
J. G. Sawicki
Mr. Sawicki, age 82, retired in 1979 as a vice president of
Mid-Continent Bottlers, Inc. (soft drink bottlers) after having
served in such capacity for more than five years. He has been a
director of the Corporation since 1969. In addition, he has been
President and Treasurer of the Corporation since 1991.
Herbert B. Underwood
Mr. Underwood, age 69, retired in April 1991 as Vice President of
Pamida, Inc. (owner and operator of general merchandise discount
stores) after having served in such capacity for more than five
years. He has been a director of the Corporation since 1991. In
addition, he has been a Vice President and the Secretary of the
Corporation since 1991.
John Patrick Witherspoon*
Mr. Witherspoon, age 35, has been engaged in the business of real
estate management and development for more than five years. He has
been a director of the Corporation since 1994 and has been a Vice
President of the Corporation since 1994.
* Mr. Witherspoon is the son of D.J. Witherspoon and is an
"interested person" within the definition of Section 2(a) (19) of
the Investment Company Act of 1940 by reason of such relationship.
The persons named above are all of the executive officers of the
Corporation and hold the offices indicated in their respective
biographical paragraphs. All executive officers of the Corporation
may be removed from their respective positions as such officers at
any time by the Board of Directors.
Shareholdings
The following table sets forth information as to the Common Stock
beneficially owned as of April 10, 1996, by (i) all nominees and
present directors of the Corporation and (ii) all present directors
and officers of the Corporation as a group:
Amount and Nature of Percent
Name Beneficial Ownership of Class
J. G. Sawicki None __
Herbert B. Underwood None __
John Patrick Witherspoon 274,071 (1) 7.57%
All present directors and
officers as a group
(3 persons) 274,071 (1) 7.57%
(1) 245,183 of these shares (6.77% of the outstanding shares) are
owned of record and beneficially by John Patrick Witherspoon.
28,888 of these shares (0.80% of the outstanding shares) are owned
of record only by Iris J. Norman, as trustee, and beneficially only
by John Patrick Witherspoon.
The Board
During the year ended December 31, 1995, the Board of Directors met
one time and on six other occasions acted by unanimous written
consent. The Corporation does not have a standing audit,
nominating, or compensation committee.
Compensation
The Corporation pays no compensation to any of its officers for
their service in such capacities. Each director of the Corporation
is entitled to receive an annual director's fee of $5,000 and an
additional $500 for each meeting of the Board of Directors of the
Corporation in excess of four which such director attends during
any fiscal year of the Corporation. The Corporation has not paid
and does not expect to pay any other or additional compensation or
benefits to any of its directors or officers. During the year ended
December 31, 1995, the total directors' fees paid or accrued by the
Corporation were
as follows:
Name of Person, Aggregate Compensation
Position From Fund
J. G. Sawicki, Director $5,000
Herbert B. Underwood, $5,000
Director
John Patrick Witherspoon, $5,000
Director
INVESTMENT ADVISORY AGREEMENT
Agreement with Commonwealth
The Corporation has engaged Commonwealth Investment Counsel, Inc.
("Commonwealth"), a wholly owned subsidiary of Mentor Investment
Group, Inc. (formerly known as Investment Management Group, Inc.),
as its investment adviser.
The present Investment Advisory Agreement with Commonwealth (the
"Advisory Agreement"), dated January 15, 1981, as amended, was
submitted to a vote and approved at the annual meeting of the
shareholders of the Corporation held on June 17, 1991. The purpose
of such submission was to obtain approval of a revised advisory fee
schedule. The Advisory Agreement was approved for continuance until
December 31, 1996, by unanimous action of the Board of Directors of
the Corporation on November 14, 1995. Unless sooner terminated, the
Advisory Agreement is to continue after December 31, 1996, for
successive one-year periods so long as such continuation is
specifically approved at least annually in the manner required by
the Investment Company Act of 1940.
The Advisory Agreement provides that Commonwealth shall perform a
continuous review of the Corporation's portfolio of securities and
shall determine the securities to be purchased or sold by the
Corporation (including the placing of orders for the purchase and
sale of such securities), the portion of the Corporation's assets
which shall remain uninvested, and the extent to which the
Corporation shall use its investment powers. In performing such
services, Commonwealth is required to follow, among other
guidelines, the Corporation's investment policies and restrictions
set forth in an exhibit to the Advisory Agreement. In addition,
Commonwealth is required to compute the net asset value per share
of the Corporation's Common Stock as of the close of business on
the last day in each month on which the New York Stock Exchange is
open for trading and at such times as the Corporation's Board of
Directors may direct. The Advisory Agreement provides that
Commonwealth is not required to give the Corporation preferential
treatment as compared with the treatment given to any other
investment company or customer. At its own expense Commonwealth may
employ, retain, or otherwise avail itself of the services and
facilities of other persons or organizations for the purpose of
obtaining such statistical and other factual information, such
advice regarding economic factors and trends, such advice as to
occasional transactions in specific securities, and such other
information, advice, or assistance as Commonwealth may deem
necessary, appropriate, or convenient for the discharge of its
obligations under the Advisory Agreement. Commonwealth also is
required to maintain a continuous record of all of the
Corporation's securities and to furnish to the Corporation's Board
of Directors, upon request, a resume of the Corporation's
securities portfolio. Commonwealth also must report to the
Corporation's Board of Directors on all matters pertaining to
Commonwealth's services as investment adviser at the regular
meetings of the Board and at uch other times as the Board may
request. Commonwealth must pay all of the costs and expenses of
performing the services described above. The Corporation, however,
must pay all brokerage commissions (if any) on its portfolio
transactions and the expenses for its custodian, transfer agent,
registrar, accountants, and attorneys and for other expenses (such
as printing, postage, directors' fees, and state corporation fees)
not covered by the Advisory Agreement.
The Advisory Agreement may be terminated by the Corporation at any
time without penalty, on 30 days' written notice to Commonwealth,
by a resolution of the Board of Directors or by the vote of a
majority of the outstanding shares of Common Stock (as defined in
the Investment Company Act of 1940). The Advisory Agreement will
terminate automatically in the event of its assignment.
The Corporation has not previously had an investment advisory
agreement with anyone.
As compensation for Commonwealth's services under the Advisory
Agreement, the Advisory Agreement presently provides for the
Corporation's payment of a monthly fee to Commonwealth equal to (a)
1/12 of 0.25% of the first $10,000,000 of the net asset value of
the Corporation as of the last day of each month on which the New
York Stock Exchange is open for trading and (b) 1/12 of 0.15% of
the net asset value of the Corporation in excess of $10,000,000 as
of the last day of each month on which the New York Stock Exchange
is open for trading, with a minimum fee of $10,000 for each
successive 12-month period. During the year ended December 31,
1995, the Corporation paid or accrued $32,375 as advisory fees for
Commonwealth.
Information Concerning Commonwealth
Commonwealth provides investment services on a discretionary basis
primarily to individuals, pension and profit-sharing plans,
individual retirement accounts, and educational institutions and on
a non-discretionary basis primarily to individuals.
The principal executive officers of Commonwealth are Richard J.
Rossi and John G. Davenport, and Mr. Davenport is the sole director
of Commonwealth. Mr. Rossi's and Mr. Davenport's principal
occupations are as such executive officers. Mr. Rossi's and Mr.
Davenport's address is 901 East Byrd Street, Richmond, Virginia 23219.
Commonwealth is a wholly owned subsidiary of Mentor Investment
Group, Inc., which is a wholly owned subsidiary of Wheat First
Butcher Singer, Inc. The address of all of such corporations is 901
East Byrd Street, Richmond, Virginia 23219. The Wheat First Butcher
Singer, Inc. Associate Stock Ownership Plan owns 27.8% of the
outstanding common stock of Wheat First Butcher Singer, Inc. (as of
March 31, 1996). No other person or group owns as much as 10% of
such common stock.
RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
A majority of the members of the Board of Directors who are not
"interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, have selected the firm of Deloitte
& Touche LLP to serve as independent accountants for the
Corporation for the year ending December 31, 1996. Deloitte &
Touche LLP or its predecessor has served the Corporation as its
independent accountants since 1969. Such selection is required by
the Investment Company Act of 1940 to be submitted to the
shareholders of the Corporation for ratification or rejection.
Accordingly, the following resolution will be offered by the Board
of Directors at the Annual Meeting:
"RESOLVED, that the selection by the Board of Directors of PMD
Investment Company of Deloitte & Touche LLP, independent certified
public accountants, to examine the financial statements of and to
serve as the independent public accountants for PMD Investment
Company for the year ending December 31, 1996, hereby is ratified."
Approval of such resolution requires the affirmative vote of a
majority of the shares voted with respect to such resolution. The
Board of Directors intends that proxies solicited by this Proxy
Statement will be voted in favor of such resolution unless contrary
instructions are given therein. The Board of Directors recommends
that shareholders of the Corporation vote "FOR" such resolution.
The Corporation expects that a representative of Deloitte & Touche
LLP will be present at the Annual Meeting, with the opportunity to
make a statement if he or she desires to do so, and that such
representative will be available to respond to appropriate
questions.
BROKERAGE COMMISSIONS
Purchases and sales of the type of assets in which the Corporation
presently invests usually are effected by the Corporation with the
seller or purchaser on a principal (net) basis, with no brokerage
commission being paid by the Corporation. Since all of the
Corporation's portfolio transactions were handled on a principal
(net) basis during the year ended December 31, 1995, the
Corporation paid no brokerage commissions during such year.
Commonwealth's policy in purchasing and selling portfolio
securities for the Corporation is to seek favorable net prices and
reliable execution. After these primary considerations have been
satisfied, Commonwealth may give additional consideration to other
services, which Commonwealth deems to be of value to the
Corporation or to Commonwealth in terms of the particular
transaction or Commonwealth's overall responsibilities to the
Corporation. Although the Corporation's securities transactions
generally do not involve the payment of any brokerage commissions,
where brokerage commissions are payable Commonwealth may be
authorized, subject to the foregoing primary considerations and to
review by the Corporation's Board of Directors, to execute orders
with brokers in return for brokerage and research services which
are of use to the Corporation, even though the commission rates at
which such orders are executed may be higher than those charged by
other brokers. Such research services also may be useful to
Commonwealth in connection with its services to other advisory
clients, and Commonwealth may not use all of such research services
in connection with the performance of its responsibilities to the
Corporation.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors
knows of no other business which will be presented for
consideration at the Annual Meeting. As to other business, if any,
that properly may come before the Annual Meeting, the Board of
Directors intends that proxies in the accompanying form will be
voted in respect thereof in accordance with the judgment of the
person or persons voting the proxies.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1997 annual
meeting of shareholders of the Corporation must be received by the
Corporation not later than January 8, 1997, for inclusion in the
Corporation's proxy statement and form of proxy relating to that
meeting.
ADDITIONAL INFORMATION
The cost of soliciting proxies in the accompanying form will be
borne by the Corporation. Officers and directors of the
Corporation, without compensation other than their regular
compensation, also may solicit proxies either by mail, personal
conversation, telephone, or telegraph. The Corporation will
reimburse brokerage firms, nominees, and others for their expenses
in forwarding solicitation material to the beneficial owners of
Common Stock.
Dated: May 1, 1996 BY ORDER OF THE BOARD OF DIRECTORS
Herbert B. Underwood,
Secretary
PROXY CARD TEXT
(Front of Card)
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
PROXY JUNE 17, 1996
PMD INVESTMENT COMPANY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned hereby constitutes and appoints Herbert B. Underwood, J.G.
Sawicki, and John Patrick Witherspoon, and each or any of them, attorneys and
proxies of the undersigned, with full power of substitution to each of them, to
vote all stock of PMD Investment Company standing in the name of the undersigned
at the Annual Meeting of Shareholders of PMD Investment Company to be held at
First National Bank of Omaha, Terrace Level, One First National Center, Omaha,
Nebraska at 9:30 A.M., on June 17, 1996, and at any adjournments thereof,
(a) on the following matters and (b) on any other matters that properly may come
before the meeting or any adjournments thereof:
1. ELECTION OF OFFICERS
[ ] For all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees below
(INSTRUCTION: To withhold authority to vote for any individual nominee(s),
draw a line through the nominee's name below.)
John Patrick Witherspoon J.G. Sawicki Herbert B. Underwood
2. RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP as independent public
accountants of the Corporation for the year ending December 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Back of Card)
This proxy will be voted as specified. If no specification is
given, this proxy will be voted for the election of directors and
for the other proposals set forth above.
The undersigned hereby ratifies and confirms all that any of such
attorneys and proxies, or their substitutes, may do or cause to be
done by virtue hereof and acknowledges receipt of the Notice of
Annual Meeting of Shareholders of PMD Investment Company to be held
on June 17, 1996, the Proxy Statement for such meeting, and the
Annual Report of PMD Investment Company for the year ended December
31, 1995.
(Signature of Shareholder)
Dated: , 1996
Note: Please sign exactly as name appears on stock certificate (as
indicated at left). All joint owners should sign. When signing as
personal representative, executor, administrator, attorney, trustee or guardian,
please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized person. If a
partnership, please sign in partnership name by a partner.
