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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE ONE GROUP
3435 Stelzer Road
Columbus, OH 43219
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Michael V. Wible, Esq.
BANC ONE CORPORATION
100 E. Broad Street
Columbus, OH 43271-0158
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: ....N/A
(2) Aggregate number of securities to which transaction applies: .......N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): .....N/A
(4) Proposed maximum aggregate value of transaction: ...................N/A
(5) Total fee paid: ....................................................N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ............................................N/A
(2) Form, Schedule or Registration Statement No.: ......................N/A
(3) Filing Party: ......................................................N/A
(4) Date Filed: ........................................................N/A
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<PAGE> 2
THE ONE GROUP(R)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 8, 1997
Notice is hereby given that a Special Meeting of the Shareholders ("Special
Meeting") of The One Group Gulf South Growth Fund (the "Fund"), will be held at
9:30 a.m. (Eastern Time) at 3435 Stelzer Road, Columbus, Ohio 43219, for the
following purposes:
1. To approve an amendment in the investment objective of the Fund as set
forth below:
The Fund seeks long-term capital growth primarily by investing in a
portfolio of equity securities of small capitalization and emerging
growth companies.
2. To approve a change in the classification of the Fund from a
non-diversified, open-end management investment company to a
diversified, open-end management investment company, and a revision of
related fundamental investment limitations on issuer diversification.
3. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
The proposals referred to above are discussed in the Proxy Statement
attached to this Notice. Each Shareholder is invited to attend the Special
Meeting in person.
Shareholders of record at the close of business on June 5, 1997 (the
"Shareholders") are entitled to notice of, and to vote at, this Special Meeting
or any adjournment thereof.
By Order of the Trustees
George O. Martinez
Secretary
July , 1997
YOUR VOTE IS IMPORTANT. YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF
SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED
PROXY. IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING, PLEASE MARK, SIGN, DATE,
AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT
THE SPECIAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
<PAGE> 3
THE ONE GROUP(R)
3435 Stelzer Road
Columbus, Ohio 43219
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 8, 1997
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of The One Group on behalf of The One Group Gulf South Growth Fund
(the "Fund"). The proxy is revocable at any time before it is voted by sending
written notice of the revocation or a subsequently executed proxy to The One
Group. The proxy also can be revoked by attending and voting in person at the
Special Meeting of Shareholders of the Fund on August 8, 1997 at 9:30 a.m.
(Eastern Time) at 3435 Stelzer Road, Columbus, Ohio 43219 (such meeting and any
adjournment thereof is referred to herein as the "Special Meeting"). Proxy
solicitations will be made primarily by mail, but also may be made by telephone,
telegraph, or personal interview conducted by certain officers or employees of
The One Group or The One Group Services Company, the Fund's administrator and
distributor. A paid proxy solicitor also may be used. The cost of all proxy
materials has been or will be borne by The One Group. Proxies may be given and
transmitted by facsimile or phone. In the event that the Shareholder signs and
returns the proxy ballot, but does not indicate a choice as to any of the items
on the proxy ballot, the proxy attorneys will vote those Shares in favor of such
proposal(s).
Only Shareholders of record of the Fund at the close of business on June 5,
1997 will be entitled to vote at the Special Meeting. On June 5, 1997, the Fund
had 9,270,344 shares outstanding. Each share of the Fund is entitled to one vote
on each matter to be acted upon at the Special Meeting. Each fractional share is
entitled to a proportionate fractional vote.
For purposes of determining the presence of a quorum and counting votes on
the matters presented, shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Special Meeting. Under
the Investment Company Act of 1940 (the "1940 Act"), the vote necessary to
approve the matter under consideration may be determined with reference to a
percentage of votes present at the Special Meeting. This would have the effect
of treating abstentions and broker non-votes as if they were votes against the
proposal.
The One Group's executive offices are located at 3435 Stelzer Road,
Columbus, Ohio 43219. Banc One Investment Advisors Corporation ("Banc One
Advisors") serves as investment adviser and sub-administrator to the Fund.
This proxy statement and the enclosed Notice of Special Meeting and form of
Proxy are first being mailed to Shareholders of record on or about July ,
1997.
A COPY OF THE ONE GROUP'S ANNUAL REPORT DATED JUNE 30, 1996, AND
SEMI-ANNUAL REPORT DATED DECEMBER 31, 1996, ARE AVAILABLE UPON REQUEST FROM THE
ONE GROUP SERVICES COMPANY AT THE ABOVE ADDRESS AND ALSO MAY BE OBTAINED WITHOUT
CHARGE BY CALLING 1-800-480-4111.
1
<PAGE> 4
INTRODUCTION
This Special Meeting is being called for the following purposes:
(1) to approve an amendment in the investment objective of the Fund as set
forth below:
The Fund seeks long-term capital growth primarily by investing in a
portfolio of equity securities of small capitalization and emerging
growth companies.
(2) to approve a change in the classification of the Fund from a
non-diversified, open-end management investment company to a
diversified, open-end management investment company, and a revision of
related fundamental investment limitations on issuer diversification.
(3) to transact any such other business as may properly come before the
Special Meeting or any adjournment thereof.
Approval of Proposals (1), (2) and (3) require the affirmative vote of the
lesser of: (a) 67% or more of the outstanding Shares of the Fund present at the
Special Meeting, if the holders of more than 50% of the outstanding Shares are
present or represented by proxy, or (b) more than 50% of the outstanding Shares
of the Fund.
PROPOSAL (1) -- APPROVAL OF AN
AMENDMENT IN THE INVESTMENT
OBJECTIVE OF THE FUND
On May 22,1997, the Trustees of The One Group, including a majority of the
Trustees who are not interested persons of The One Group or Banc One Advisors,
as defined in the 1940 Act, unanimously approved an amendment in the investment
objective of the Fund. The Trustees also approved a change in the name of the
Fund from The One Group(R) Gulf South Growth Fund to The One Group(R) Small
Capitalization Fund.
Currently, the Fund seeks long-term capital growth by investing in a
portfolio of equity securities of small capitalization, emerging growth and
medium capitalization companies which are either headquartered in, or whose
primary market is, the southeastern region of the United States (i.e., Virginia,
North Carolina, South Carolina, Florida, Georgia, Tennessee, Alabama, Louisiana,
Mississippi, Arkansas, Kentucky and Texas). The proposed change in the
investment objective of the Fund would do two things: (1) focus the Fund's
investments to a greater extent on the equity securities of small capitalization
and emerging growth companies, and (2) diversify the Fund by permitting
investments in companies headquartered or doing business outside of the
southeastern region of the United States.
Over the long-term, small capitalization and emerging growth stocks have
generated larger returns than medium and large capitalization stocks. While past
performance is no guarantee of future results, a greater focus on small
capitalization and emerging growth stocks would allow the Fund and its
Shareholders to take advantage of these potentially higher returns. With the
proposed change in the Fund's investment objective, at least 65% of the Fund's
total assets will be invested in a portfolio of companies with market
capitalization equivalent to the mean market capitalization of the Standard &
Poor's Small Cap 600 Index.* However, as you know from reading your prospectus,
investments in smaller, younger companies may be riskier than investments in
larger, more established companies. Because economic events may have a greater
impact on smaller companies, there may be a greater fluctuation in their stock
price. While the Fund will focus on small capitalization and emerging growth
stocks, the Fund may continue to invest a portion of its assets in the stocks of
medium capitalization companies if they present attractive opportunities.
Most small capitalization and emerging growth companies, particularly in
the technology sector, are located in California and other areas outside of the
southeastern region of the United States. By removing the
- ---------------
* "Standard & Poor's Small Cap 600 Index" is a registered service mark of
Standard & Poor's Corporation, which does not sponsor and is in no way
affiliated with the Fund.
2
<PAGE> 5
geographical restrictions, the Fund will be able to take advantage of attractive
investment opportunities that it would otherwise have to forego. Finally,
diversification of the Fund outside of the southeastern region of the United
States should help to reduce share price volatility. The proposed change in the
Fund's investment objective will not change the type of securities in which the
Fund will invest, only the nature of the issuer. For these reasons, the Trustees
recommend that Shareholders approve the amendment in the Fund's investment
objective.
If the proposed change in the investment objective of the Fund is approved
by Shareholders, it will become effective on or about November 1, 1997. In the
event that the holders of a majority of the outstanding Shares of the Fund vote
against the proposal, the present investment objective will continue in effect
and the Trustees will determine what further actions, if any, are to be taken in
the best interests of the Shareholders.
Set forth below is the investment objective of the Fund, as proposed to be
amended:
The Fund seeks long-term capital growth primarily by investing in a
portfolio of equity securities of small capitalization and emerging growth
companies.
THE TRUSTEES OF THE ONE GROUP UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE
TO APPROVE THE AMENDMENT OF THE INVESTMENT OBJECTIVE OF THE ONE GROUP(R) GULF
SOUTH GROWTH FUND.
PROPOSAL (2) -- APPROVAL OF
CHANGE IN THE DIVERSIFICATION
OF THE FUND
The Fund is currently classified as a non-diversified investment company.
This means that the Fund may invest up to 25% of its total assets in the
securities of a single issuer and own up to 10% of the voting stock of such
issuer. These limitations apply to half of the Funds total assets. With respect
to the remaining half, the Fund may invest no more than 5% of its total assets
in the securities of a single issuer. These limitations, which are fundamental
investment limitations, permit the Fund to concentrate its investments in the
securities of a few issuers. With the proposed change in diversification, the
Fund would adopt a revised fundamental investment limitation that would require
it to invest in a larger number of companies. This is because a diversified
investment company may invest only 5% of its total assets in the securities of a
single issuer. This restriction applies to 75% of a diversified fund's assets.
Like a non-diversified fund, a diversified fund may not own more than 10% of the
voting stock of a single issuer with respect to a portion of its portfolio. The
proposed change would increase the proportion subject to this restriction from
50% to 75%. Requiring the Fund to hold the securities of a greater number of
issuers will preclude the Fund from being dependent on the success of one or a
few companies.
At meetings held on May 22, 1997, and June 26, 1997, the Trustees of The
One Group, including a majority of the Trustees who are not interested persons
of The One Group or Banc One Advisors, as defined in the 1940 Act, unanimously
approved a change in the classification of the Fund from a non-diversified to a
diversified management investment company, and a revision of related fundamental
investment limitations on issuer diversification.
THE TRUSTEES OF THE ONE GROUP UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE
TO APPROVE THE CHANGE IN THE DIVERSIFICATION OF THE FUND.
OTHER MATTERS AND DISCRETION
OF PERSONS NAMED IN THE PROXY
While the special Meeting is called to act upon any other business that may
properly come before it, at the date of this Proxy Statement, the only business
which the management intends to present or knows that others will present is the
business stated in the Notice of Special Meeting. If any other matters lawfully
come before the Special Meeting, and in all procedural matters at the Special
Meeting, the enclosed Proxy shall be voted in accordance with the best judgement
of the persons named as proxies, or their substitutes, present at the Special
Meeting.
3
<PAGE> 6
If at the time any session of the Special Meeting is called to order, a
quorum is not present, in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies that they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment. A vote may be taken on one or more of the proposals in this
proxy statement prior to any such adjournment if sufficient votes for its or
their approval have been received and it is otherwise appropriate.
INFORMATION ABOUT BANC ONE ADVISORS
Banc One Advisors, an indirect, wholly-owned subsidiary of BANC ONE
CORPORATION, is located at 1111 Polaris Parkway, Columbus, Ohio 43271-0211. As
of March 31, 1997, Banc One Advisors, together with its advisory affiliates,
acted as investment adviser for approximately $42 billion in assets, of which
over $18 billion is in The One Group.
INFORMATION ABOUT THE ONE GROUP SERVICES COMPANY
The One Group Services Company, a wholly-owned subsidiary of BISYS Group,
Inc., serves as the Fund's distributor under a distribution agreement with The
One Group. Under the distribution agreement, shares of the Fund are sold on a
continuous basis. The One Group Services Company and The One Group are also
parties to a management and administration agreement relating to the Fund. Under
the terms of the management and administration agreement, The One Group Services
Company is responsible for providing The One Group with administrative services
(other than investment advisory services), including regulatory reporting and
all necessary office space, equipment, personnel and facilities. The One Group
Services Company is located at 3435 Stelzer Road, Columbus, Ohio 43219.
ADDITIONAL INFORMATION
TRUSTEES OF THE FUNDS
None of the trustees or officers of the Fund hold positions with Banc One
Advisors, or have an interest in Banc One Advisors or in a person controlling,
controlled by or under common control with Banc One Advisors.
BENEFICIAL OWNERS
As a group, the Officers and Trustees of the Fund own less than 1% of the
outstanding shares of the Fund.
4
<PAGE> 7
The following list indicates the percentage ownership of the Shareholders
who, to the best knowledge of the Fund, are the beneficial owners of more than
5% of the outstanding shares of the Fund:
<TABLE>
<CAPTION>
TYPE OF NAME & PERCENTAGE
CLASS OWNERSHIP ADDRESS OF OWNERSHIP
- ---------- ----------- ------------------------ ------------
<S> <C> <C> <C>
Fiduciary Record Strafe & Co. 89.48%
Attn: Mutual Funds 0393
100 E. Broad Street
Columbus, OH 43215-3607
Fiduciary Beneficial Premier Bancorp 6.81%
Retirement Plan
Strafe & Co.
100 E. Broad Street
Columbus, OH 43215-3607
</TABLE>
The One Group believes that as of June 5, 1997, BANC ONE CORPORATION (100
East Broad Street, Columbus, OH 43271), through its affiliates, owned of record
substantially all the Fiduciary Class shares of the Fund. The One Group believes
that as of the same date, BANC ONE CORPORATION, through its affiliates,
possessed on behalf of its underlying accounts, voting or investment power with
respect to 95.14% of the Fiduciary Class shares of the Fund. As a consequence,
BANC ONE CORPORATION may be deemed to be a controlling person of the Fiduciary
Class shares of the Fund under the Investment Company Act of 1940.
Dated: July , 1997
IF YOU DO NOT EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE SIGN YOUR PROXY
CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY
EXPENSE AND DELAY. FOR YOUR CONVENIENCE, NO POSTAGE IS NECESSARY IF MAILED IN
THE UNITED STATES.
5
<PAGE> 8
THE ONE GROUP(R) GULF SOUTH GROWTH FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, AUGUST 8, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE ONE GROUP.
The undersigned hereby appoints Mark S. Redman and George O. Martinez
each of them with full power of substitution as proxies of the
undersigned, to vote, as designated below, at the Special Meeting of
Shareholders of The One Group Gulf South Growth Fund (the "Fund") on
August 8, 1997 at 9:30 a.m., Eastern Standard Time, and at any
adjournments thereof, all of the units of beneficial interest in the Fund
which the undersigned would be entitled to vote upon the following matter
if personally present.
1. Approval of an Amendment in the Investment Objective of the Fund as
set forth below:
The Fund seeks long-term capital growth primarily by investing in a
portfolio of equity securities of small capitalization and emerging
growth companies.
<TABLE>
<S> <C> <C>
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</TABLE>
2. Approval of a change in the classification of the Fund from a
non-diversified, open-end management investment company to a
diversified, open-end management investment company, and a revision of
fundamental investment limitations on issuer diversification.
<TABLE>
<S> <C> <C>
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</TABLE>
3. To transact any other business as properly comes before the Meeting or
any adjournment thereof.
<TABLE>
<S> <C> <C>
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</TABLE>
(Continued, and to be dated and signed, on the other side)
(Continued from the other side)
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 SUCH PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE
TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE
-----------------------------
SIGNATURE OF SHAREHOLDER(S)
-----------------------------
SIGNATURE OF SHAREHOLDER(S)
DATED:
- --------------------------------------------------------------------------------
1997
NOTE: Please sign exactly as
the name appears on this
card. EACH joint owner must
sign the proxy. When signing
as executor, administrator,
attorney, trustee or
guardian, or as custodian for
a minor, please give the FULL
title of such. If a
corporation, please give the
FULL corporate name and
indicate the signer's office.
If a partner, please sign in
the partnership name.
