<PAGE> 1
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
/X/ Filed by the Registrant
/ / Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Navigator Money Market Fund, Inc.
------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/ X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
-------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*/
-------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
*/ Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: ___________________________________________
2) Form, Schedule or Registration Statement No.: _____________________
3) Filing Party: _____________________________________________________
4) Dated Filed: ______________________________________________________
<PAGE> 2
NAVIGATOR MONEY MARKET FUND, INC.
200 GIBRALTAR ROAD
HORSHAM, PENNSYLVANIA 19044
---------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MAY 17, 1995
----------------------------------
TO THE SHAREHOLDERS OF
NAVIGATOR MONEY MARKET FUND, INC.
A Special Meeting of Shareholders of Navigator Money Market Fund, Inc.
(the "Fund") will be held on May 17, 1995, at 10:00 a.m., in the offices of the
Fund at 200 Gibraltar Road, Horsham, Pennsylvania 19044, for the following
purposes:
Proposal 1. To consider and act upon a proposal to elect a Board
of Directors of the Fund; and
Proposal 2. To transact such other business as may properly come
before the meeting.
The subjects referred to above are discussed in the Proxy Statement
attached to this Notice. Each shareholder is invited to attend the Special
Meeting of Shareholders in person. Shareholders of record at the close of
business on April 13, 1995 have the right to vote at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, WE URGE YOU TO FILL IN, SIGN
AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT THE MEETING CAN BE HELD AND A
MAXIMUM NUMBER OF SHARES MAY BE VOTED.
James W. Jennings
Secretary
Dated: April 17, 1995
<PAGE> 3
NAVIGATOR MONEY MARKET FUND, INC.
200 GIBRALTAR ROAD
HORSHAM, PENNSYLVANIA 19044
-------------------------
PROXY STATEMENT
--------------------------
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 17, 1995
This Proxy Statement is furnished by the Board of Directors of
Navigator Money Market Fund, Inc. (the "Fund") in connection with the
solicitation of proxies for use at the Special Meeting of Shareholders to be
held on May 17, 1995, at 10:00 a.m., in the offices of the Fund at 200
Gibraltar Road, Horsham, Pennsylvania 19044 (such meeting and any adjournment
thereof is referred to as the "Meeting"). It is expected that the solicitation
of proxies will be primarily by mail. The Fund's officers and service
contractors may also solicit proxies by telephone or personal interview. The
Fund will bear all proxy solicitation costs. Any shareholder giving a proxy
may revoke it at any time before it is exercised by submitting to the Fund a
written notice of revocation or a subsequently executed proxy, or by attending
the Meeting and voting in person. This Proxy Statement and the enclosed proxy
are expected to be distributed to shareholders of the Fund on or about April
17, 1995.
Only shareholders of record of the Fund at the close of business on
April 13, 1995 (the "Record Date") will be entitled to vote at the Meeting. On
that date, there were 209,171,697 shares of Common Stock of the Fund (the
"Shares") outstanding and entitled to be voted at the Meeting. Each Share is
entitled to one vote, and each fraction of a Share will be entitled to the
fraction of a vote equal to the proportion of a full share represented by the
fractional share.
The Annual Report to Shareholders of the Fund, dated May 31, 1994, and
the Semi-Annual Report to Shareholders of the Fund, dated November 30, 1994,
are available upon request by writing the Fund at the address set forth above
or by calling the Fund at 1- 800-441-3885.
The Fund is organized as a Maryland corporation and has elected under
Maryland's corporation law not to hold annual meetings of shareholders. The
Meeting is a special meeting called in order to permit the shareholders of the
Fund to vote on the matters described herein.
If you do not expect to be present at the Meeting and wish your Shares
to be voted, please date and sign the enclosed proxy and mail it in the
enclosed reply envelope, allowing sufficient time for the card to be received
on or before 10:00 a.m. on May 17, 1995.
1
<PAGE> 4
ELECTION OF DIRECTORS
At the meeting, five directors are to be elected. Two nominees,
namely Messrs. Croll and Wieckowski, are standing for reelection. Mr. Croll
has served since inception and Mr. Wieckowski has served since 1988. The three
other nominees, namely Messrs. Keith, Walker and Gilmore, have not previously
been elected by the shareholders and have not previously served on the Board.
During the last year, Mr. Philip J. Taylor died and Mr. Francis J. Bruzda
resigned as director. After the proposed election, 80% of the five directors
who will compose the Board will not be not "interested persons" of the Fund, as
defined by Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), thus complying with applicable provisions of
the Investment Company Act that no more than 60% of its Board members shall be
such "interested persons" as well as with the Fund's commitment to having 75%
of its Board members not being "interested persons" for one more year.
Each nominee, if elected, will hold office until his successor is
elected and qualified because the corporation does not hold regular annual
shareholder meetings. Under Maryland General Corporation Law, a corporation
registered under the Investment Company Act is not required to hold an annual
meeting in any year in which the election of directors is not required to be
acted upon under such Act. The Fund has availed itself of this provision and
will achieve cost savings by eliminating printing costs, mailing charges and
other expenses involved in routine annual meetings.
Even with the elimination of routine annual meetings, and in
compliance with the Investment Company Act, shareholder meetings will be held
to elect directors whenever fewer than a majority of the directors holding
office have been elected by the shareholders or, if necessary in the case of
filling vacancies, to assure that at least two-thirds of the directors holding
office after vacancies are filled have been elected by the shareholders. The
Fund may hold meetings to approve changes in investment policy, a new
investment advisory agreement or other matters requiring shareholder action
under the Investment Company Act.
A meeting may also be called by shareholders holding at least 10% of
the Shares entitled to vote at the meeting for the purpose of voting upon the
removal of directors, in which case shareholders may receive assistance in
communicating with other shareholders as if the provisions contained in Section
16(c) of the Investment Company Act applied. In addition, Maryland General
Corporation Law provides for the calling of a special meeting by the written
request of shareholders holding at least 25% of the Shares entitled to vote at
the meeting.
The nominees of management for election as directors are listed below.
The persons named in the accompanying form of proxy intend, in the absence of
contrary instructions, to vote all proxies for the election of such nominees.
If you give no voting instructions, your Shares will be voted for all nominees
named herein for director and in favor of any remaining proposal described in
this proxy statement. Should any of the nominees become unable or unwilling to
accept nomination or election, the persons named in the proxy will exercise
their voting power to vote for such person or persons as the management of the
Fund may recommend. All of the nominees have consented to being named in this
proxy statement and to serve if elected. The Fund knows of no reason why any
nominee would be unable or unwilling to serve if elected. Directors will be
elected by a majority of stockholders.
The nominees for election as directors of the Fund have been proposed
by the present Board of Directors composed of two of the two remaining members
of the Board, each of whom is not an "interested person" as defined in the
Investment Company Act, who acted as a special nominating committee to make
nominations of "non-interested" directors.
2
<PAGE> 5
INFORMATION REGARDING NOMINEES
The following information is provided for each nominee. It includes
his name, position with the Fund, age, length of directorship (if applicable),
amount of Shares of the Fund beneficially owned, principal occupations or
employment during the past five years, and directorships with other companies
which file reports periodically with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
Name & Position with Fund Age Director Since Shares Owned** Principal Occupations or Employment
- - ------------------------- --- -------------- -------------- ----------------------------------
<S> <C> <C> <C> <C>
Philip D. Croll 80 January, 1986 0 Retired; Director, Navigator Tax-Free
Director Money Market Fund, Inc.
Richard C. Gilmore 67 --- 0 Independent Consultant;
Nominee Director of CSS Industries, Inc.;
Director, Philadelphia Electric
Company; Director, Legg Mason
Tax-Exempt Trust, Inc., Legg
Mason Value Trust, Inc., Legg
Mason Special Investment Trust,
Inc., Legg Mason Global Trust,
Inc., Legg Mason Investors
Trust, Inc. and Legg Mason
Income Trust, Inc.; Trustee,
Legg Mason Tax-Free Income
Fund; Senior Vice President and
Chief Financial Officer,
Philadelphia Electric Company,
1986 to 1991.
Robert E. Keith 53 --- 0 Chief Operating Officer, Technology
Nominee Leaders, 1989 to present; Manag
ing Director, Radnor Venture
Partners, 1989 to present;
Director, Wave Technologies
International Inc.; Director,
Technology Partners; Director,
Gandolf Technologies Inc.
Robert J. Walker, Jr.* 50 --- 0 President and Chief Executive Officer,
President & Nominee Fairfield Group, Inc., 1995 to
present; Senior Vice President,
Fidelity Investments Institutio
nal Services Co., 1991 to 1995;
Senior Vice President, SEI
Corporation, 1987 to 1990.
Jan J. Wieckowski 71 February, 1988 0 Retired; Director, Navigator Tax-Free
Director Money Market Fund, Inc.;
Financial Advisor, Bank Pelkao,
S.A., 1989 to present.
</TABLE>
- - -----------------
* Mr. Walker, as President and Chief Executive Officer of Fairfield
Group, Inc., the Fund's Manager, Administrator and Distributor
("Fairfield"), located at 200 Gibraltar Road, Horsham, Pennsylvania
19044, is an "interested person" of the Fund as defined by Section
2(a)(19) of the Investment Company Act.
** Shares of the Fund beneficially owned directly or indirectly at March
31, 1995.
3
<PAGE> 6
BOARD APPROVAL OF THE ELECTION OF DIRECTORS
The two remaining members of the Board, each of whom is not an
"interested director" as defined by Section 2(a)(19) of the Investment Company
Act, acted as a special nominating committee at a meeting held on March 14,
1995 to fill the vacancies created by the death of Mr. Taylor and the
resignation of Mr. Bruzda as director and approved the nomination of Messrs.
Keith, Walker and Gilmore for election as directors of the Fund. The directors
also nominated their own continuation as directors of the Fund. In nominating
the nominees, the directors considered that Mr. Walker had recently been
elected as the new President and Chief Executive Officer of Fairfield, Mr.
Gilmore has served on the boards of other investment companies and Mr. Keith
has been associated with a major banking institution. The directors
recommended the election of the nominees as directors of the Fund by the
shareholders of the Fund at the Meeting.
SHAREHOLDER APPROVAL OF THE ELECTION OF DIRECTORS
The favorable vote of a majority of Shares represented at the Meeting
at which a majority of shareholders entitled to vote is present is required for
the election of the directors. If the directors are not approved by the
shareholders of the Fund, the nominating committee will consider alternative
nominations.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF
THE DIRECTORS.
ADDITIONAL INFORMATION
DIRECTORS AND EXECUTIVE OFFICERS
Information about the Fund's current directors and principal executive
officers, including their names, ages, positions with the Fund, length of such
positions and principal occupations or employment during the past five years,
is set forth below.
<TABLE>
<CAPTION>
Name Age Position with the Fund Position Since Principal Occupations or Employment
- - ---- --- ---------------------- -------------- ----------------------------------
<S> <C> <C> <C> <C>
Philip D. Croll 80 Director January, 1986 See "Information Regarding the
Nominees."
Jan J. Wieckowski 71 Director February, 1988 See "Information Regarding the
Nominees."
Robert J. Walker, Jr.* 50 President March, 1995 See "Information Regarding the
Nominees."
James R. Lesher 50 Vice President, Treasurer March, 1994 Vice President, Fairfield Group,
and Assistant Secretary Inc., 1994 to present; Controller,
Fairfield Group, Inc., 1991 to 1994;
Assistant Vice President, Fidelity
Mutual Life Insurance Co., 1986 to
1991 (financial reporting
responsibilities).
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C> <C> <C> <C>
James W. Jennings 58 Secretary March, 1986 Partner with the law firm of Morgan,
Lewis & Bockius, Philadelphia,
Pennsylvania.
Richard C. Brown 34 Assistant Treasurer March, 1995 Staff Accountant, Fairfield Group,
Inc., 1994 to present; Assistant
Financial Administrator, Johnson &
Johnson, 1992 to 1993; Fixed Asset
Assistant, Johnson & Johnson, 1985 to
1992.
</TABLE>
- - -----------------
* Mr. Walker, as President and Chief Executive Officer of Fairfield, is
an "interested person" of the Fund as defined by Section 2(a)(19) of
the Investment Company Act.
The aggregate compensation paid by the Fund to each of its directors
serving during the fiscal year ended May 31, 1994 is set forth in the
compensation table below. The aggregate compensation paid to each of the
directors during calendar year 1994 by all of the registered investment
companies to which the Fund's investment adviser or an affiliated person of the
Fund's investment adviser provides investment advisory services (collectively,
the "Navigator Fund Complex") is also set forth in the compensation table
below. Each of the directors listed in the compensation table was a director
of both registered investment companies in the Navigator Fund Complex during
the fiscal year ended May 31, 1994.
COMPENSATION TABLE
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Name of Aggregate Pension or Retirement Estimated Annual Total Compensation
Person, Compensation Benefits Accrued as Benefit upon from Fund Complex
Position from the Fund Part of Fund Expenses Retirement Paid to Director***
- - ----------------------- ---------------- --------------------------- -------------------- ------------------------
<S> <C> <C> <C> <C>
Frank J. Bruzda* $ 0 $ 0 $ 0 $ 0
Formerly, Director and
President
Philip J. Taylor** 8,000 0 0 16,000
Formerly, Director
Philip D. Croll 8,000 0 0 16,000
Director
Jan Wieckowski 8,000 0 0 16,000
Director
</TABLE>
- - -----------------
* Retired.
** Deceased.
*** Information is as of December 31, 1994 for the two funds in the
Navigator Fund Complex.
5
<PAGE> 8
The Board of Directors met four times during the fiscal year ended May
31, 1994. All directors attended at least 75% of such meetings held during the
periods for which they served as directors in the fiscal year ended May 31,
1994. The Audit Committee, consisting of disinterested directors, met one time
during the fiscal year ended May 31, 1994. All members of the Audit Committee
attended such meeting. The function of the Audit Committee is to advise the
Board of Directors with regard to the appointment of the Fund's independent
accountants, review and approve audit and non-audit services of the Fund's
independent accountants, and meet with the Fund's financial officers to review
the conduct of accounting and internal controls. The Fund has no compensation
committee.
PORTFOLIO TRANSACTIONS AND DISTRIBUTION OF SHARES
Pursuant to the Management Agreement, Fairfield determines which
securities are to be sold and purchased by the Fund and which brokers are
eligible to execute its portfolio transactions. Portfolio securities are
normally purchased directly from the issuer or from an underwriter or market
maker for the securities. Purchases from underwriters of portfolio securities
include a commission or concession paid by the issuer to the underwriter and
purchases from dealers serving as market makers may include the spread between
the bid and asked price. While Fairfield generally seeks competitive spreads
or commissions, the Fund may not necessarily pay the lowest spread or
commission available on each transaction for reasons discussed below.
Allocation of transactions, including their frequency, to various
dealers is determined by Fairfield in its best judgment and in a manner deemed
fair and reasonable to shareholders. The primary consideration is the prompt
execution of orders in an effective manner at the most favorable price.
Subject to this consideration, dealers who provide supplemental investment
research to Fairfield may receive orders for transactions by the Fund.
Information so received is in addition to and not in lieu of services required
to be performed by Fairfield, and the receipt of such information will not
reduce Fairfield's investment advisory fees. Such information may be useful to
Fairfield in serving both the Fund and other clients, and conversely,
supplemental information obtained by the placement of business of other clients
may be useful to Fairfield in carrying out its obligations to the Fund.
The Fund will not acquire portfolio securities issued by, make savings
deposits in, or enter into repurchase or reverse repurchase agreements with
Fairfield or its affiliates, or any bank owning more than 5% of the Fund's
total assets, and will not give preference to any banks investing in the Fund
with respect to such transactions, securities, savings deposits, repurchase
agreements, and reverse repurchase agreements.
For its portfolio securities transactions for the fiscal year ended
May 31, 1994, the Fund paid no brokerage commissions.
Fairfield serves as the distributor of the Fund (the "Distributor")
pursuant to a distribution agreement last approved by the Fund's Board of
Directors, including its non-interested directors, on June 14, 1994. The
principal place of business of the Distributor is 200 Gibraltar Road, Horsham,
Pennsylvania 19044.
INDEPENDENT ACCOUNTANTS
A majority of the Fund's Board of Directors who are not "interested
persons" of the Fund have selected Ernst & Young LLP as the independent
accountants of the Fund for the fiscal year ending May 31, 1995. Ernst & Young
LLP, which has been the Fund's auditor since inception, has informed the Fund
that it has no direct or material indirect financial interest in the Fund. If
requested by a shareholder either in writing or by telephone in advance of the
Meeting, a representative of Ernst & Young LLP will be present at the Meeting
to make a statement if desired and to be available to respond to appropriate
questions. Such request should be directed to the Fund by writing to the Fund,
c/o Fairfield Group, Inc., 200 Gibraltar Road, Horsham, Pennsylvania 19044, or
by calling the Fund at 1-800-441-3885.
6
<PAGE> 9
BENEFICIAL OWNERS
To the knowledge of Fund Management, as of March 31, 1995, the
following were beneficial owners of 5% or more of the outstanding Shares of the
Fund.
<TABLE>
<CAPTION>
Name & Address Amount of Beneficial Ownership Percent of Total Shares Outstanding
- - -------------- ------------------------------ -----------------------------------
<S> <C> <C>
ACO 49,179,343 Shares 23.85%
P.O. Box 837
Pittsburgh, Pennsylvania 15278
Fetter & Co. 46,668,467 Shares 22.64%
530 Walnut Street
Philadelphia, Pennsylvania 19105
Eben & Co. 24,493,527 Shares 11.88%
P.O. Box 1110
Johnstown, Pennsylvania 15907
Associated Bank-Lakeshore 12,244,658 Shares 5.94%
P.O. Box 787
Manitowoc, Wisconsin 54221
Var & Co. 11,294,362 Shares 5.47%
180 E. Fifth Street
Saint Paul, Minnesota 55101
</TABLE>
As of March 31, 1995, the directors and officers of the Fund as a
group beneficially owned less than 1% of the outstanding Shares of the Fund.
SUBMISSION OF SHAREHOLDER PROPOSALS
As a Maryland corporation, the Fund is not required to hold annual
shareholder meetings. Shareholders who wish to present a proposal for action
at the next meeting or suggestions as to nominees for the Board of Directors
should submit the proposal or suggestions to be considered to the Fund within a
reasonable time in advance of any such meeting for inclusion in the Fund's
proxy statement and form of proxy for such meeting.
OTHER MATTERS
No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment of the Meeting,
the persons named in the enclosed proxy will vote thereon according to their
best judgment in the interest of the Fund.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO FILL IN, DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
JAMES W. JENNINGS
Dated: April 17, 1995 Secretary
7
<PAGE> 10
NAVIGATOR MONEY MARKET FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR SPECIAL MEETING OF SHAREHOLDERS ON
MAY 17, 1995
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS of Navigator Money
Market Fund, Inc. (the "Fund") for use at the Special Meeting of Shareholders
(the "Meeting") to be held on May 17, 1995, at 10:00 a.m., in the offices of
the Fund at 200 Gibraltar Road, Horsham, Pennsylvania 19044.
The undersigned hereby appoints Robert J. Walker, Jr. and James R.
Lesher, and either of them, with full power of substitution, as proxies of the
undersigned to vote at the Meeting, and at all adjournments or postponements
thereof, all of the shares of the Fund held of record by the undersigned on the
record date for the Meeting, upon the proposals on the reverse side of this
card as described in the Proxy Statement and upon any other matter that may
come before the Meeting, in the discretion of such proxies or any of them.
(Continued on reverse side)
<PAGE> 11
(Continued from other side)
<TABLE>
<S> <C> <C> <C>
1. Election of Directors / / FOR all nominees listed below. / / FOR all nominees listed below
except those whose names have
been stricken.
</TABLE>
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY OR ALL OF THE
NOMINEES, STRIKE A LINE THROUGH THE NAME OF SUCH NOMINEE(S) BELOW.)
Philip D. Croll, Richard C. Gilmore, Robert E. Keith, Robert J.
Walker, Jr., Jan J. Wieckowski
In their discretion, jointly or severally, the proxies are authorized
to vote upon such other business as may properly come before the Meeting.
Every properly signed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be voted FOR the proposal.
PLEASE MARK THE APPROPRIATE BOX ABOVE, SIGN AND DATE
BELOW, AND RETURN THIS CARD PROMPTLY. RECEIPT OF NOTICE
OF SPECIAL MEETING AND PROXY STATEMENT IS HEREBY
ACKNOWLEDGED.
---------------------------------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON MAILING LABEL.
---------------------------------------------------------
DATED:
--------------------------------------------------
IMPORTANT: JOINT OWNERS MUST EACH SIGN. WHEN SIGNING AS ATTORNEY, TRUSTEE,
EXECUTOR, ADMINISTRATOR, GUARDIAN OR CORPORATE OFFICER, PLEASE GIVE YOUR FULL
TITLE.
