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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
12a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
(Name of Registrant as Specified in Its Charter)
Not Applicable
----------------------------------------------------------------------
(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:
---------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PRINCIPAL PRESERVATION PORTFOLIOS, INC.
215 North Main Street
West Bend, Wisconsin 53095-3317
(414) 334-5521
April 2, 1998
Dear Shareholder:
Enclosed is a notice of a Special Meeting of Shareholders of all
shareholders of Principal Preservation Portfolios, Inc. ("Principal
Preservation") to be held on May 15, 1998, together with a Proxy Statement and
Form of Proxy relating to the business to be transacted at the meeting.
The Special Meeting of Shareholders is being called for the purpose of
electing five Directors to serve in accordance with Principal Preservation's
Bylaws and the provisions of the Investment Company Act of 1940 (the "1940 Act")
until their successors are duly elected and qualified. As discussed below, Mr.
R. D. Ziegler has elected to retire from his position as a member of Principal
Preservation's Board of Directors. If the Board were to appoint a candidate to
fill the vacancy created by Mr. Ziegler's resignation, less than two-thirds of
the then serving directors would have been elected by the shareholders.
Provisions of the 1940 Act permit the filling of vacancies without election by
shareholders only if, after the appointment, at least two-thirds of the then
serving directors have been elected by shareholders. For this reason, the Board
of Directors has directed the calling and holding of this Special Meeting.
Mr. Ziegler announced his retirement from Principal Preservation's Board of
Directors effective as of the date of the Special Meeting. Mr. Ziegler was the
driving force behind establishing the Principal Preservation family of funds,
and has served as President and the Chairman of the Board of Directors from its
inception in 1983. In 1996 Mr. Ziegler stepped down as President of Principal
Preservation, and Mr. Robert J. Tuszynski succeeded to that office. Since that
time Mr. Ziegler has continued to serve as Chairman of the Board and a Director
of Principal Preservation. We are sure all of our shareholders join us in
thanking Mr. Ziegler for his years of dedicated service and wise guidance to
Principal Preservation.
The Board of Directors has nominated Mr. Richard J. Glaisner for election
as a Director to fill the vacancy being created by Mr. Ziegler's retirement.
Mr. Glaisner is the President and Chief Executive Officer of GS2 Securities,
Inc., an investment management and investment banking firm that was acquired by
The Ziegler Companies, Inc. in 1997. Mr. Glaisner comes to us with an extensive
background in the investment management and securities industries, including
experience as a Managing Director with Kidder Peabody and Company in New York
and as an Executive Vice President with Kemper Securities Group in Milwaukee,
prior to co-founding and successfully managing a private investment management
and investment banking firm. We believe Mr. Glaisner's background, experience
and abilities will make an important contribution to the Principal Preservation
family of mutual funds.
At the Special Meeting, shareholders also will be requested to ratify the
Board of Directors' selection of Arthur Andersen LLP to serve as independent
accountants for each of the Portfolios for the fiscal year ending December 31,
1998.
Thank you for your continued confidence in Principal Preservation
Portfolios, Inc. Your cooperation and participation in completing and returning
the enclosed proxy will ensure that your vote is counted.
Very truly yours,
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
/s/ Robert J. Tuszynski
Robert J. Tuszynski
President
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
215 North Main Street
West Bend, Wisconsin 53095-3317
(414) 334-5521
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
ON MAY 15, 1998
To shareholders of all Portfolios of Principal Preservation Portfolios,
Inc.:
A Special Meeting of Shareholders of Principal Preservation Portfolios,
Inc. ("Principal Preservation") will be held on Friday, May 15, 1998 at 3:00
P.M., local time, at the West Bend Inn, 2520 West Washington Street, West Bend,
Wisconsin for the following purposes:
1. To elect five directors to serve on the Board of Directors until the
next annual meeting and until their successors shall have been duly
elected and qualified;
2. To ratify or reject the selection of Arthur Andersen LLP as
independent accountants for each Portfolio for the year ending
December 31, 1998; and
3. To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 27, 1998,
as the record date for determining shareholders entitled to notice of, and to
vote at, the Special Meeting and any adjournment thereof. Only shareholders of
record at the close of business on that date will be entitled to vote.
Your attention is invited to the Proxy Statement accompanying this notice
for a more complete statement regarding the matters to be acted upon at the
Special Meeting.
By Order of the Board of Directors
/s/ S. Charles O'Meara
S. CHARLES O'MEARA
Secretary
West Bend, Wisconsin
April 2, 1998
YOUR VOTE IS IMPORTANT. IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF A SECOND
SOLICITATION, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
PROXY STATEMENT
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
215 North Main Street
West Bend, Wisconsin 53095-3317
(414) 334-5521
SOLICITATION AND VOTING
The enclosed Proxy is being solicited by the Board of Directors of
Principal Preservation Portfolios, Inc. ("Principal Preservation"), a Maryland
corporation which is a series management investment company. Principal
Preservation presently offers eight separate mutual funds, namely the Tax-Exempt
Portfolio, Government Portfolio, S&P 100 Plus Portfolio, Dividend Achievers
Portfolio, Select Value Portfolio, PSE Tech 100 Index Portfolio, Wisconsin Tax-
Exempt Portfolio and Cash Reserve Portfolio (each, a "Portfolio" and
collectively the "Portfolios"). The Proxy relates to matters to be voted upon
by shareholders which are described in detail in this joint Proxy Statement.
The vote will be taken at a Special Meeting of Shareholders (the "Special
Meeting"), or any adjournment thereof, which will be held on Friday, May 15,
1998, 3:00 P.M. local time, at the West Bend Inn, 2520 West Washington Street,
West Bend, Wisconsin. You are encouraged to read carefully this Proxy Statement
and mark and return the accompanying proxy.
Shares represented by properly executed proxies received by Principal
Preservation will be voted at the Special Meeting and any adjournment thereof in
accordance with the terms of such proxies. However, if no instructions are
specified, shares of each Portfolio will be voted "FOR" Proposals 1 and 2, and
in the discretion of the persons named in the proxy on Proposal 3. If a proxy
withholds authority to vote on Proposal 1 for one or more of the director
nominees, the shares represented thereby will be counted as votes cast against
such nominee(s). A shareholder may revoke his proxy at any time prior to the
voting thereof by filing a written notice of revocation with the Secretary of
Principal Preservation or by delivering a duly executed proxy bearing a later
date.
The presence at the meeting, in person or by proxy, of shareholders
representing one-third of all shares outstanding and entitled to vote on a
matter constitutes a quorum for the transaction of business. In tabulating
votes on any matter, abstentions and broker non-votes (i.e., proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owners or other persons entitled to vote shares as to a
matter with respect to which the brokers or nominees do not have discretionary
power to vote) are treated as present for purposes of determining the presence
of absence of a quorum, but will not be counted as votes cast.
Shareholders of record at the close of business on March 27, 1998 will be
entitled to one vote on each matter presented for each share so held. Please
see EXHIBIT A attached to this Proxy Statement for the number of shares of each
Portfolio outstanding on that date.
UPON REQUEST AND AT NO COST TO A REQUESTING SHAREHOLDER, PRINCIPAL
PRESERVATION WILL MAIL, BY FIRST-CLASS MAIL, A COPY OF ITS ANNUAL REPORT TO
SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 1997. REQUESTS SHOULD BE DIRECTED
TO THE ATTENTION OF MR. ROBERT J. TUSZYNSKI, PRESIDENT, AT PRINCIPAL
PRESERVATION PORTFOLIOS, INC., 215 NORTH MAIN STREET, WEST BEND, WISCONSIN
53095, TELEPHONE: 1-800-826-4600.
This proxy material is being mailed to shareholders on or about April 2,
1998.
PROPOSAL 1 -- ELECTION OF DIRECTORS
Principal Preservation's Bylaws provide that there shall be five directors
elected annually for a term of one year or until their successors are elected
and qualified. It is the intention of the persons named in the enclosed proxy
to vote the shares represented by them for the election of the nominees listed
below, unless otherwise specified by a shareholder in the proxy. The nominees
have consented to being named in the Proxy Statement and to serve if elected.
Information regarding nominees is set forth in the following table. If any
of the nominees should decline or be unable to act as a director, which
eventuality is not foreseen, proxies may be voted with discretionary authority
for a substitute nominee designated by the Board of Directors.
PRINCIPAL OCCUPATION
NOMINEES AGE AND BUSINESS EXPERIENCE(1) DIRECTOR SINCE(2)
<F2> <F3>
- -------- ---- -------------------------- -----------------
Richard J. Glaisner*<F1> 55 President and Chief Executive New Nominee
Officer of GS2 Securities,
Inc., a subsidiary of The
Ziegler Companies, Inc.,
since July, 1997; from 1993
to 1997, President and Chief
Executive Officer of
Glaisner, Schilffarth, Grande
& Schnoll, Ltd., an
investment management and
investment banking firm
acquired by The Ziegler
Companies, Inc. in 1997;
prior thereto, Managing
Director, Kidder Peabody and
Company in New York
(investment banking), and
prior to that, Executive Vice
President, Kemper Securities
Group (securities brokerage
and investment banking).
Robert J. Tuszynski*<F1> 39 President, Principal 1988
Preservation, since July,
1996; Senior Vice President,
B.C. Ziegler and Company,
since 1996; prior thereto,
Vice President, Director of
Mutual Funds, B.C. Ziegler
and Company from 1987 to
1996; Trustee, Chairman of
the Board and President,
Prospect Hill Trust and The
Prime Portfolios (registered
investment companies) from
1994 to 1996.
Richard H. Aster, M.D. 67 Since June 1996, Senior 1983
Investigator and Professor of
Medicine, Medical College of
Wisconsin; prior to June
1996, President and Director
of Research, The Blood Center
of Southeastern Wisconsin,
Inc
Augustine J. English 68 Retired; President, 1983
Tupperware North America from
1990 to 1994 (manufacturing);
prior to 1990, President, The
West Bend Company
(manufacturing), a division
of Dart Industries, a
subsidiary of Premark
International, Inc., of which
Mr. English was a Group Vice
President.
Ralph J. Eckert 69 Chairman Emeritus and 1992
Director of Trustmark
Insurance Cos. (Mutual Life
Insurance Company) since
April, 1997; from 1991 to
1997, Chairman, Trustmark
Insurance Cos.; from 1971 to
1991, Chairman, President and
Chief Executive Officer
Trustmark Insurance Cos.;
Trustee of the Board of
Pensions of the Evangelical
Lutheran Church of America
since 1989; and Trustee of
The Prime Portfolios
(registered investment
company) from 1993 to 1996.
- ------------
*<F1>An "interested person" as defined in the Investment Company Act of 1940
(the "1940 Act").
(1)<F2> Unless otherwise noted, all directors have been employed by the
principal occupation listed above for the past five years.
(2)<F3> Except as to Messrs. Tuszynski and Eckert, includes service as a
director of Principal Preservation Tax-Exempt Fund, Inc. and Principal
Preservation's Tax-Exempt Portfolios, Inc. prior to their merger into
Principal Preservation in 1987.
The Board of Directors held six meetings during 1997. Each Director
attended all of the meetings. The Board of Directors has no standing audit,
compensation, or nominating committees, or any other committee. No policy or
procedure has been established as to the recommendation of director nominees by
shareholders, except that nomination of the Directors who are not "interested"
persons of Principal Preservation is required to be made and approved by a
majority of the Directors who are themselves not "interested" persons of
Principal Preservation.
Principal Preservation pays the compensation of the three Directors who are
not "interested persons," officers, directors or employees of Ziegler Asset
Management, Inc. (the "Advisor"). Principal Preservation pays each of these
Directors an annual fee of $12,000 and an additional $450 for each Board or
committee meeting he attends. Principal Preservation may also retain
consultants, who will be paid a fee, to provide the Board with advice and
research on investment matters. Each Portfolio pays a proportionate amount of
these expenses based on its total assets. The table below shows Director fees
paid by Principal Preservation for the year ended December 31, 1997.
NAME OF PERSON AND AGGREGATE TOTAL COMPENSATION FROM
POSITION WITH COMPENSATION PRINCIPAL PRESERVATION AND
PRINCIPAL FROM PRINCIPAL FUND COMPLEX
PRESERVATION PRESERVATION PAID TO DIRECTORS
------------------- -------------- -----------------
R. D. Ziegler $-0- $-0-
Chairman of the Board
and Director
Robert J. Tuszynski, -0- -0-
President and Director
Richard H. Aster, 14,700 14,700
Director
Augustine J. English, 14,700 14,700
Director
Ralph J. Eckert 14,700 14,700
Director
The following table sets forth information with respect to each officer
of Principal Preservation who is not a Director. The term of office of all
officers of Principal Preservation expires on the day of the Annual Meeting of
Directors. The address of each officer is 215 North Main Street, West Bend,
Wisconsin 53095.
POSITION AND OFFICES
WITH PRINCIPAL
NAME AGE PRESERVATION PRINCIPAL OCCUPATION
- ----- ---- ------------ --------------------
John H. Lauderdale 32 Vice President, Wholesaler, B.C. Ziegler and
Director of Company since 1991; prior
Marketing thereto Marketing Account
Executive, The Patten Company.
Franklin P. Ciano 46 Chief Financial Manager of Principal
Officer and Preservation operations since
Treasurer 1996; prior thereto, Vice
President, Fixed Income
Department, Firstar Bank
(commercial banking).
Marc J. Dion 40 Vice President Vice President - Portfolio
Manager and Chief Investment
Officer, Ziegler Asset
Management, Inc. since 1993;
prior thereto, Vice President,
Ziegler Asset Management, Inc.
S. Charles O'Meara 47 Secretary Senior Vice President and
General Counsel, B.C. Ziegler
and Company since 1993; prior
thereto, Partner, O'Meara,
Eckert, Pouros & Gonring (law
firm).
For information about the number of shares of each Portfolio beneficially
owned by the officers, Directors and Director Nominee of Principal
Preservation as a group (10 persons), see EXHIBIT B attached to this Proxy
Statement.
VOTE REQUIRED
In order to be elected as a Director, a nominee must receive a "majority"
of the votes cast by the holders of shares of Principal Preservation
(including all Portfolios voting together) represented in person or by proxy
and entitled to vote at the Special Meeting, assuming a quorum. Votes
attempted to be cast against a Director nominee are not given legal effect and
are not counted as votes cast in an election of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
EACH DIRECTOR AND DIRECTOR NOMINEE AS NAMED.
PROPOSAL 2 -- RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP has been selected by the Board of Directors as each
Portfolio's independent public accountants and auditors for Principal
Preservation's current fiscal year. The shareholders of each Portfolio are
being asked to ratify the selection of Arthur Andersen LLP. Arthur Andersen
LLP has served as Principal Preservation's independent accountants and
auditors since commencement of the operations of the earliest Portfolio in
1985, with the exception of the Cash Reserve Portfolio for which Arthur
Andersen first served in this capacity in 1996.
Arthur Andersen LLP has advised Principal Preservation that neither it
nor any of its partners has any direct or indirect financial interest or
connection (other than as independent accountants) in or with Principal
Preservation, any of the Portfolios or any of Principal Preservation's
affiliates. Arthur Andersen LLP will be given the opportunity to make a
statement at the Special Meeting if it so desires. Arthur Andersen LLP is
expected to have a representative available at the Special Meeting to make any
such statement and/or to address any shareholder questions.
VOTE REQUIRED
Each Portfolio will vote separately on this Proposal 2. Approval of this
Proposal as to any Portfolio requires the affirmative vote of a majority of
the shares of the Portfolio cast at a meeting where a quorum of the
Portfolio's outstanding shares is represented in person or by proxy. Since
abstentions and broker non-votes are counted for purposes of determining
whether a quorum is present, but are not considered votes cast, abstentions
and broker non-votes will have no bearing on the outcome of this matter.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ALL SHAREHOLDERS VOTE
"FOR" RATIFICATION OF THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT
ACCOUNTANTS FOR EACH PORTFOLIO.
OTHER BUSINESS
Management of Principal Preservation is not aware of any other matters
that will come before the Special Meeting. However, if any other business
should come before the Special Meeting, your Proxy, if signed and returned,
will give discretionary authority to the persons designated in it to vote
according to their best judgment on such matters.
ADDITIONAL INFORMATION
ADVISORS, ADMINISTRATOR AND DISTRIBUTOR
Ziegler Asset Management, Inc. serves as the investment advisor for each
of the Portfolios. B.C. Ziegler and Company serves as the distributor for the
shares of each Portfolio, and also serves as the depository,
accounting/pricing agent and transfer and dividend disbursing agent for each
Portfolio. Ziegler Asset Management and B.C. Ziegler are each wholly owned
subsidiaries of The Ziegler Companies, Inc. The principal address of each is
215 North Main Street, West Bend, Wisconsin 53095.
Skyline Asset Management, L.P. serves as the sub-advisor to the Select
Value Portfolio. Skyline's principal address is 311 South Wacker Drive, Suite
4500, Chicago, Illinois 60606.
PRINCIPAL SHAREHOLDERS AND CERTAIN BENEFICIAL OWNERS
As of March 27, 1998, the voting record date for the Special Meeting, the
following were the only persons known to own of record or beneficially five
percent (5%) or more of the outstanding shares of any Portfolio:
NAME AND ADDRESS NUMBER PERCENT OF
PORTFOLIO BENEFICIAL OWNER OF SHARES(1)OUTSTANDING(1)
<F4> <F4>
- --------- ---------------- --------- -----------
Government Ottawa County 422,354 9.76%
P.O. Box 705
Suite 28, 414 Washington
Grand Haven, MI
Washtenah Community College 241,164 5.57%
P.O. Box D1
Ann Arbor, MI
Dividend Achievers Ms. Barbara Wilson 132,521 8.37%
700 San Antonia Street
Ojai, CA
Select Value Ziegler Growth Retirement Plan 195,050 24.57%
215 North Main Street
West Bend, WI
B. C. Ziegler and Company 60,538 7.63%
215 North Main Street
West Bend, WI
PSE Tech 100 Index Hamac & Co. 171,421 6.53%
P.O. Box 26246
Richmond, VA
Cash Reserve M&I First National Bank Trustee 22,627,635 12.8%
Portfolio Attn: M. A. Kandel
P.O. Box 1980
West Bend, WI
- -----------
(1)<F4> Information as to beneficial ownership was obtained from information
on file with the Securities and Exchange Commission or furnished by the
specified person or the transfer agent. Information as to the number of
outstanding shares of each Portfolio, as of the Record Date, is set forth
in EXHIBIT A. A listing of the beneficial ownership of each current
Director and Director Nominee, and of all Directors, Director Nominee
and officers as a group, is set forth in EXHIBIT B. To the knowledge of
Principal Preservation management, the officers, Directors and Director
Nominee of Principal Preservation, as a group, owned less than 1% of the
outstanding shares of each Portfolio as of March 27, 1998, except for
the Dividend Achievers Portfolio, with respect to which that group's
ownership amounted to 4.21%.
COST OF SOLICITATION
In addition to this solicitation of proxies by use of the mails, proxies
may be solicited by officers of Principal Preservation and by officers and
employees of B.C. Ziegler and Company or Ziegler Asset Management, Inc.,
Principal Preservation's distributor and Advisor, personally or by telephone
or telegraph, without special compensation. Proxies may also be solicited by
a professional proxy solicitation service should management of Principal
Preservation determine that solicitation by such means is advisable. The cost
of preparing and mailing proxy materials, of the Special Meeting, and of
soliciting proxies will be borne by Principal Preservation.
ADJOURNMENT
In the event that sufficient votes in favor of the proposal set forth in
the Notice of Special Meeting which accompanies this Proxy Statement are not
received by the time scheduled for the Special Meeting, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to such proposal. Any such
adjournment will require the affirmative vote of a majority of the votes cast
on the question in person or by proxy at the session of the Special Meeting to
be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of such
proposal. They will vote against any such adjournment those proxies required
to be voted against any such proposal. The costs of any such additional
solicitation and of any adjourned session will be borne by Principal
Preservation.
SHAREHOLDER MEETINGS
Principal Preservation is organized as a Maryland corporation, and as
such is not required to hold annual meetings of shareholders. Principal
Preservation's Bylaws provide that Principal Preservation is not required to
hold an annual meeting of shareholders in any year in which the election of
Directors, approval of an investment advisory agreement (or any sub-advisory
agreement) or ratification of the selection of independent public accountants
is not required to be acted upon by shareholders of Principal Preservation or
of any of its series, including Principal Preservation, under the 1940 Act.
Meetings of shareholders of Principal Preservation will be held when and as
determined necessary by the Board of Directors of Principal Preservation and
in accordance with the 1940 Act. However, shareholders of any portfolio
series wishing to submit proposals for inclusion in a Proxy Statement for any
future shareholder meetings should send their written proposals to the
Secretary of Principal Preservation at 215 North Main Street, West Bend,
Wisconsin 53095.
EXHIBIT A
NUMBER OF OUTSTANDING SHARES OF EACH FUND
(AS OF MARCH 27, 1998)
SHARES OUTSTANDING
PORTFOLIO AS OF RECORD DATE
- --------- ------------------
Tax-Exempt Portfolio 6,301,883
Government Portfolio 4,328,546
S&P 100 Plus Portfolio 4,072,547
Dividend Achievers Portfolio 1,583,070
Select Value Portfolio 793,876
PSE Tech 100 Index Portfolio 2,625,092
Wisconsin Tax-Exempt Portfolio 3,415,373
Cash Reserve Portfolio 176,714,609
EXHIBIT B
OWNERSHIP OF PORTFOLIO SHARES BY NOMINEES AND CURRENT BOARD MEMBERS
Number of Shares Held
as of
March 27, 1998
PORTFOLIO NAME OF DIRECTOR OR DIRECTOR NOMINEE(1)<F5>
- --------- ---------------------------------------
<TABLE>
<CAPTION>
All Directors
and Officers
Dr. Mr. Mr. Mr. R.D. Mr. As a Group (10
Tuszynski(2)(3) Aster English Eckert Ziegler(2) Glaisner(2) Persons)
<F6><F7> <F6> <F6>
----------- ------- ------- ------ ---------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
S&P 100 Plus 1,964 1,804 --- --- 14,774 --- 19,938
Tax Exempt --- 1,776 1,146 --- --- --- 4,088
Government --- 512 --- --- --- --- 512
Dividend 265 792 --- 245 65,037 --- 66,603
Achievers
Select Value 5,457 471 --- 443 --- --- 12,181
PSE Tech 100 1,882 2,820 --- --- 13,345 --- 19,800
Index
Wisconsin Tax- 167 5,846 --- --- 18,682 --- 24,694
Exempt
Cash Reserve 1,284 --- --- 9,238 39,711 --- 108,387
------ ----- ------ ------ ------- ------ -------
TOTAL 11,019 14,021 1,146 9,926 151,549 --- 256,203
- ------------
(1)<F5> These figures are based on information furnished by the respective individuals and by
B.C. Ziegler and Company, Principal Preservation's transfer agent. Certain of the
individuals listed share voting and investment power with his spouse with respect to
some or all of the shares listed opposite his name. Each individual Director or
executive officer beneficially owns less than 1% of the shares of Principal Preservation.
(2)<F6> Is an "interested person" (as defined in the 1940 Act) of Principal Preservation as a
result of his affiliation(s) with B.C. Ziegler and Company or the Advisor.
(3)<F7> Includes shares held in the Ziegler Growth Retirement Plan for the account of the named
person. The terms of that Plan allow the named person to direct the disposition of shares held in his account.
</TABLE>
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
TAX-EXEMPT PORTFOLIO
REVOCABLE PROXY FOR 1998 SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Robert J. Tuszynski, S. Charles O'Meara and
Franklin P. Ciano, and each of them, Proxy, with full power of substitution,
to represent and vote, as designated below, all shares of stock of the Tax-
Exempt Portfolio of Principal Preservation Portfolios, Inc. that the undersigned
is entitled to vote at the Special Meeting of Shareholders of Principal
Preservation Portfolios, Inc. to be held at the West Bend Inn, 2520 West
Washington Street, West Bend, Wisconsin at 3:00 P.M., on Friday, May 15, 1998,
or at any adjournment thereof, with respect to the matters set forth on the
reverse side and described in the accompanying Notice of Special Meeting and
Proxy Statement, receipt of which is hereby acknowledged.
DATE:--------------, 1998
(If this account is owned by
more than one person, all
owners should sign. Persons
signing as executors,
administrators, trustees or
in similar capacities should
so indicate.)
(Please sign exactly as name appears at left)
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
GOVERNMENT PORTFOLIO
REVOCABLE PROXY FOR 1998 SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Robert J. Tuszynski, S. Charles O'Meara and
Franklin P. Ciano, and each of them, Proxy, with full power of substitution,
to represent and vote, as designated below, all shares of stock of the
Government Portfolio of Principal Preservation Portfolios, Inc. that the
undersigned is entitled to vote at the Special Meeting of Shareholders of
Principal Preservation Portfolios, Inc. to be held at the West Bend Inn, 2520
West Washington Street, West Bend, Wisconsin at 3:00 P.M., on Friday, May 15,
1998, or at any adjournment thereof, with respect to the matters set forth on
the reverse side and described in the accompanying Notice of Special Meeting
and Proxy Statement, receipt of which is hereby acknowledged.
DATE: --------------, 1998
(If this account is owned by
more than one person, all
owners should sign. Persons
signing as executors,
administrators, trustees or
in similar capacities should
so indicate.)
(Please sign exactly as name appears at left)
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
S&P 100 PLUS PORTFOLIO
REVOCABLE PROXY FOR 1998 SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Robert J. Tuszynski, S. Charles O'Meara and
Franklin P. Ciano, and each of them, Proxy, with full power of substitution,
to represent and vote, as designated below, all shares of stock of the S&P 100
Plus Portfolio of Principal Preservation Portfolios, Inc. that the undersigned
is entitled to vote at the Special Meeting of Shareholders of Principal
Preservation Portfolios, Inc. to be held at the West Bend Inn, 2520 West
Washington Street, West Bend, Wisconsin at 3:00 P.M., on Friday, May 15, 1998,
or at any adjournment thereof, with respect to the matters set forth on the
reverse side and described in the accompanying Notice of Special Meeting and
Proxy Statement, receipt of which is hereby acknowledged.
DATE: --------------, 1998
(If this account is owned by more than
one person, all owners should sign.
Persons signing as executors,
administrators, trustees or in similar
capacities should so indicate.)
(Please sign exactly as name appears at left)
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
Dividend Achievers Portfolio
REVOCABLE PROXY FOR 1998 SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Robert J. Tuszynski, S. Charles O'Meara and
Franklin P. Ciano, and each of them, Proxy, with full power of substitution,
to represent and vote, as designated below, all shares of stock of the Dividend
Achievers Portfolio of Principal Preservation Portfolios, Inc. that the
undersigned is entitled to vote at the Special Meeting of Shareholders of
Principal Preservation Portfolios, Inc. to be held at the West Bend Inn, 2520
West Washington Street, West Bend, Wisconsin at 3:00 P.M., on Friday, May 15,
1998, or at any adjournment thereof, with respect to the matters set forth on
the reverse side and described in the accompanying Notice of Special Meeting
and Proxy Statement, receipt of which is hereby acknowledged.
DATE: --------------, 1998
(If this account is owned by more than
one person, all owners should sign.
Persons signing as executors,
administrators, trustees or in similar
capacities should so indicate.)
(Please sign exactly as name appears at left)
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
SELECT VALUE PORTFOLIO
REVOCABLE PROXY FOR 1998 SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Robert J. Tuszynski, S. Charles O'Meara and
Franklin P. Ciano, and each of them, Proxy, with full power of substitution,
to represent and vote, as designated below, all shares of stock of the Select
Value Portfolio of Principal Preservation Portfolios, Inc. that the undersigned
is entitled to vote at the Special Meeting of Shareholders of Principal
Preservation Portfolios, Inc. to be held at the West Bend Inn, 2520 West
Washington Street, West Bend, Wisconsin at 3:00 P.M., on Friday, May 15, 1998,
or at any adjournment thereof, with respect to the matters set forth on the
reverse side and described in the accompanying Notice of Special Meeting and
Proxy Statement, receipt of which is hereby acknowledged.
DATE: --------------, 1998
(If this account is owned by more than
one person, all owners should sign.
Persons signing as executors,
administrators, trustees or in similar
capacities should so indicate.)
(Please sign exactly as name appears at left)
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
PSE TECH 100 INDEX PORTFOLIO
REVOCABLE PROXY FOR 1998 SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Robert J. Tuszynski, S. Charles O'Meara and
Franklin P. Ciano, and each of them, Proxy, with full power of substitution,
to represent and vote, as designated below, all shares of stock of the PSE Tech
100 Index Portfolio of Principal Preservation Portfolios, Inc.that the
undersigned is entitled to vote at the Special Meeting of Shareholders of
Principal Preservation Portfolios, Inc. to be held at the West Bend Inn, 2520
West Washington Street, West Bend, Wisconsin at 3:00 P.M., on Friday, May 15,
1998, or at any adjournment thereof, with respect to the matters set forth on
the reverse side and described in the accompanying Notice of Special Meeting
and Proxy Statement, receipt of which is hereby acknowledged.
DATE: --------------, 1998
(If this account is owned by more than
one person, all owners should sign.
Persons signing as executors,
administrators, trustees or in similar
capacities should so indicate.)
(Please sign exactly as name appears at left)
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
WISCONSIN TAX-EXEMPT PORTFOLIO
REVOCABLE PROXY FOR 1998 SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Robert J. Tuszynski, S. Charles O'Meara and
Franklin P. Ciano, and each of them, Proxy, with full power of substitution,
to represent and vote, as designated below, all shares of stock of the Wiscon-
sin Tax-Exempt Portfolio of Principal Preservation Portfolios, Inc. that the
undersigned is entitled to vote at the Special Meeting of Shareholders of
Principal Preservation Portfolios, Inc. to be held at the West Bend Inn, 2520
West Washington Street, West Bend, Wisconsin at 3:00 P.M., on Friday, May 15,
1998, or at any adjournment thereof, with respect to the matters set forth on
the reverse side and described in the accompanying Notice of Special Meeting
and Proxy Statement, receipt of which is hereby acknowledged.
DATE: --------------, 1998
(If this account is owned by more than
one person, all owners should sign.
Persons signing as executors,
administrators, trustees or in similar
capacities should so indicate.)
(Please sign exactly as name appears at left)
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
CASH RESERVE PORTFOLIO
REVOCABLE PROXY FOR 1998 SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Robert J. Tuszynski, S. Charles O'Meara and
Franklin P. Ciano, and each of them, Proxy, with full power of substitution,
to represent and vote, as designated below, all shares of stock of the Cash
Reserve Portfolio of Principal Preservation Portfolios, Inc. that the
undersigned is entitled to vote at the Special Meeting of Shareholders of
Principal Preservation Portfolios, Inc. to be held at the West Bend Inn, 2520
West Washington Street, West Bend, Wisconsin at 3:00 P.M., on Friday, May 15,
1998, or at any adjournment thereof, with respect to the matters set forth on
the reverse side and described in the accompanying Notice of Special Meeting
and Proxy Statement, receipt of which is hereby acknowledged.
DATE: --------------, 1998
(If this account is owned by more than
one person, all owners should sign.
Persons signing as executors,
administrators, trustees or in similar
capacities should so indicate.)
(Please sign exactly as name appears at left)
Please place an "X" in the desired box for each item.
Shares represented by this Proxy will be voted as directed by the
shareholder.
IF NO DIRECTION IS SUPPLIED FOR A PROPOSAL, THE PROXY WILL BE VOTED
FOR THAT PROPOSAL.
- ---
1. To elect as Directors Robert J. Tuszynski; Richard H. Aster, M.D.;
Augustine J. English; Ralph J. Eckert and Richard J. Glaisner.
[ ] For All Nominees [ ] Withhold Authority As To All Nominees
To withhold authority to vote for any one or more (but less than all) of
the nominees, print the name(s) of that nominee(s) on the line below.
- ------------------------------------------------------------------------
2. To ratify the selection of Arthur Andersen LLP as the Portfolio's
independent accountants for the year ending December 31, 1998.
[ ] For [ ] Against [ ] Abstain
