PMD INVESTMENT COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 21, 1999
The Annual Meeting of Shareholders of PMD INVESTMENT COMPANY, a
Nebraska corporation, will be held on Monday, June 21, 1999, 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 1999.
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 May 3, 1999, as the record date for determining the
shareholders of the Corporation entitled to notice of and to vote
at the meeting.
Dated: May 7, 1999
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.
<PAGE>
PMD INVESTMENT COMPANY
PROXY STATEMENT
Annual Meeting of Shareholders
June 21, 1999
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 shareholders of the
Corporation to be held on June 21, 1999, 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 14,
1999.
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, 1998, 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. A shareholder request for such
report should be directed to Julie Clouse 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 May 3,
1999, as the record date for determining the shareholders of the
Corporation entitled to notice of and to vote at the Annual
Meeting.
On May 3, 1999, the Corporation had outstanding 3,398,455 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 March
10, 1999, to the knowledge of the Corporation, owned more than 5%
of the Common Stock.
<TABLE>
<CAPTION>
Name and Amount and
Title Address of Nature of Percent
of Beneficial Beneficial of
Class Owner Ownership Class
<S> <C> <C> <C>
Common First National Bank of 2,989,969 (1) 87.98%
Stock Omaha, as conservator for
$0.50 D. J. Witherspoon
par value 1620 Dodge Street
Omaha, Nebraska 68102
Common John Patrick Witherspoon 274,071(2) 8.06%
Stock 611 Shorewood Lane
$0.50 Waterloo, Nebraska 68069
par value
</TABLE>
(1) First National Bank of Omaha, as conservator for D. J.
Witherspoon, has sole voting and investment power over such shares but
no pecuniary interest in such shares.
(2) 245,183 of these shares (7.21% of the outstanding shares) are
owned both of record and beneficially by John Patrick Witherspoon.
28,888 of these shares (0.85% of the outstanding shares) are held
by Iris J. Norman, as trustee for the benefit of 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
March 10, 1999.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect a board of three
directors for a term extending until the 2000 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 March 10, 1999, 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 85, 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 72, retired in 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 38, 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 an "interested person" within the definition
of Section 2(a)(19) of the Investment Company Act of 1940.
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 March 10, 1999, by (i) all nominees and
present directors of the Corporation and (ii) all present directors
and officers of the Corporation as a group:
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Ownership of Class
<S> <C> <C>
J. G. Sawicki None -
Herbert B. Underwood None -
John Patrick Witherspoon 274,071 (1) 8.06%
All present directors and
officers as a group
(3 persons) 274,071 (1) 8.06%
</TABLE>
(1) 245,183 of these shares (7.21% of the outstanding shares) are
owned both of record and beneficially by John Patrick Witherspoon.
28,888 of these shares (0.85% of the outstanding shares) are held
by Iris J. Norman, as trustee for the benefit of John Patrick
Witherspoon.
The Board
During the year ended December 31, 1998, 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, 1998, the total directors' fees paid or accrued by the
Corporation were as follows:
<TABLE>
<CAPTION>
Name of Person, Total Compensation
Position From Corporation
Paid to Directors
<S> <C>
J. G. Sawicki, Director $5,000
Herbert B. Underwood, $5,000
Director
John Patrick Witherspoon, $5,000
Director
</TABLE>
INVESTMENT ADVISORY AGREEMENT
Agreement with First National Bank of Omaha
The Corporation's current investment advisor is First National
Bank of Omaha ("FNBO"). The present Investment Advisory Agreement
with FNBO (the "FNBO Advisory Agreement"), dated June 16, 1997, was
submitted to a vote and approved at the annual meeting of share-
holders of the Corporation held on June 16, 1997.
The FNBO Advisory Agreement was approved for continuance until
December 31, 1999, by unanimous action of the Board of Directors of
the Corporation on November 25, 1998. However, the FNBO Advisory
Agreement may be terminated by the Corporation at any time without
penalty, on 30 days written notice to FNBO, 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 FNBO Advisory Agreement provides that
it will terminate automatically in the event of its assignment.
Unless sooner terminated, the FNBO Advisory Agreement is to
continue after December 31, 1999, 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 FNBO Advisory Agreement provides that FNBO 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, FNBO is required to follow, among other guidelines, the
Corporation's investment policies and restrictions set forth in an
exhibit to the FNBO Advisory Agreement. In addition, FNBO 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 FNBO Advisory Agreement provides that FNBO 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 FNBO 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 FNBO may deem necessary, appropriate, or
convenient for the discharge of its obligations under the FNBO
Advisory Agreement. FNBO 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. FNBO also must
report to the Corporation's Board of Directors on all matters
pertaining to FNBO's services as investment adviser at the
regular meetings of the Board and at such other times as the Board
may request. FNBO 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 FNBO Advisory Agreement.
As compensation for FNBO's services under the FNBO Advisory
Agreement, the FNBO Advisory Agreement presently provides for the
Corporation's payment of a monthly fee to FNBO 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, 1998, the
Corporation paid or accrued $31,839 as advisory fees for FNBO.
Information Concerning First National Bank of Omaha
FNBO is a national banking association and is a subsidiary of
First National of Nebraska, Inc., a Nebraska corporation. First
National of Nebraska, Inc. owns 99.66% of the outstanding voting
securities of FNBO. The address of both FNBO and First National
of Nebraska, Inc. is One First National Center, 1620 Dodge Street,
Omaha, Nebraska 68102. FNBO provides a full range of financial
and trust services to businesses, individuals, and government
entities. The FNBO trust division provides a full range of
administrative services including estate settlement, personal
trust administration, employee benefit administration and record
keeping, institutional custody, corporate trust services, and
transfer and paying agent services. FNBO also serves as invest-
ment adviser and custodian for the First Omaha Family of Mutual
Funds which consist of the First Omaha Small-Cap Value Fund, the
First Omaha Equity Fund, the First Omaha Balanced Fund, the
First Omaha Fixed Income Fund, the First Omaha Short/Intermediate
Fund, and the First Omaha U.S. Government Obligations Fund.
The following individuals all are principal executive officers and
directors of FNBO: F. Phillips Giltner, Chairman; Bruce R.
Lauritzen, President; John R. Lauritzen, Chairman Emeritus; Elias
J. Eliopoulos, Executive Vice President; J. William Henry,
Executive Vice President; Dennis A. O'Neal, Executive Vice
President; Charles R. Walker, Executive Vice President; Marc M.
Diehl, Senior Vice President, Trust; James L. Doody, Senior Vice
President, First Bankcard Center; Charles H. Fries, Jr., Senior
Vice President, Corporate & Financial Institutions; Frances A.
Marshall, Senior Vice President, First Integrated Systems; Laurie
A. Minarik, Senior Vice President, Retail Banking; James C. C.
Schmidt, Senior Vice President, Data Automation; Robert J. Urban,
Senior Vice President, Personnel; Timothy D. Hart, Vice President
& Comptroller, Corporate Administration; and Russell K. Oatman,
Vice President and Cashier, Operations. Herbert J. Young also is
a director of FNBO. The address of all of such officers and
directors is One First National Center, 1620 Dodge Street, Omaha,
Nebraska 68102. All of such officers' and directors' principal
occupations are as such executive officers and directors, with
the exception of Herbert J. Young, who is a retired trust officer
of FNBO.
John R. Lauritzen owns 46.4% of the outstanding common stock of
First National of Nebraska, Inc., and Thomas L. Davis owns 12.4%
of the outstanding common stock of First National of Nebraska, Inc.
Mr. Lauritzen's address is One First National Center, 1620 Dodge
Street, Omaha, Nebraska 68102. Mr. Davis' address is c/o Trust
Department, First National Bank of Omaha, One First National
Center, 1620 Dodge Street, Omaha, Nebraska 68102. No other person
owns as much as 10% of the common stock of First National of
Nebraska, Inc.
FNBO acts as conservator for D.J. Witherspoon, the principal
shareholder of the Corporation. FNBO, as conservator for Mr.
Witherspoon, has sole voting and investment power over 87.98% of the
outstanding shares of Common Stock of the Corporation.
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, 1998. 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, 1999, 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, 1998, the
Corporation paid no brokerage commissions during such year.
FNBO'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,
FNBO may give additional consideration to other services which
FNBO deems to be of value to the Corporation or to FNBO in
terms of the particular transaction or FNBO'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
FNBO 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 FNBO in connection with its
services to other advisory clients, and FNBO 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 2000 annual
meeting of shareholders of the Corporation must be received by the
Corporation not later than January 8, 2000, for inclusion in the
Corporation's proxy statement and form of proxy relating to that
meeting. If a shareholder wishes to present a proposal for
consideration at the 2000 annual meeting of shareholders of the
Corporation without having such matter included in the proxy
statement of the Corporation for such annual meeting but does not
give the Corporation notice of such matter by March 30, 2000,
then the proxies solicited by the Board of Directors for such
annual meeting may confer discretionary authority on the persons
holding such proxies to vote on such matter in accordance with
their judgment. Shareholder proposals should be sent to the
Corporation at the principal executive office of the Corporation.
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 7, 1999
BY ORDER OF THE BOARD OF DIRECTORS
Herbert B. Underwood,
Secretary
<PAGE>
PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
JUNE 21, 1999
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 21, 1999, and at any adjournments
thereof, (a) on the following matters and (b) in their discretion on
any other matters that properly may come before the meeting or any
adjournments thereof:
<TABLE>
<CAPTION>
1. ELECTION OF OFFICERS
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees below
(INSTRUCTION: To withhold authority to vote for any individual
nominee(s), draw a line through the nominee's name below.)
<C> <C> <C>
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, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
<PAGE>
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 proposal 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 21, 1999, the Proxy Statement for such meeting, and the
Annual Report of PMD Investment Company for the year ended December
31, 1998.
(Signature of Shareholder)
Dated: , 1999
(Signature if held jointly)
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. If a limited liability company, please sign in company
name by a member or manager.
