<PAGE>
ADDISON CAPITAL SHARES, INC.
Supplement dated December 17, 1999
to the Prospectus dated November 1, 1999
The section entitled "Management" in the prospectus is amended and
supplemented as follows:
A Special Meeting of Shareholders was held on December 16, 1999, at
which time shareholders voted to approve a new investment advisory agreement
between Addison Capital Shares, Inc. (the "Fund") and Independence Capital
Management, Inc. ("ICMI"). Accordingly, ICMI will begin managing the Fund's
assets at the close of business on December 31, 1999.
ICMI, organized in 1989 as a wholly owned subsidiary of The Penn Mutual
Life Insurance Company ("Penn Mutual"), manages approximately $1.8 billion in
client assets. ICMI currently serves as investment adviser to three portfolios
of the Penn Series Funds, several institutional fixed income portfolios and four
Separate Account portfolios for Penn Mutual.
Richardson T. Merriman and Willard N. Woolbert will share the
day-to-day portfolio management of the Fund.
Mr. Merriman has been with ICMI and its affiliated investment
management firm, The Pennsylvania Trust Company, since 1986. He is currently
Senior Vice President of ICMI and oversees the investment policies, strategies
and security selection for ICMI and The Pennsylvania Trust Company of which he
is President and Chief Executive Officer. He has over 25 years of investment
management experience. Mr. Merriman is a member of the Financial Analysts of
Philadelphia, The Association of Investment Management and Research and the
Philadelphia Securities Association. He earned a B.A. in Economics from Rollins
College and an M.B.A. from New York University.
Mr. Woolbert has been with ICMI since 1998 and is currently Vice
President. He has over 25 years of money management experience and, as Senior
Vice President of The Pennsylvania Trust Company, is responsible for developing
and implementing investment policies, strategies and security selection. Prior
to joining ICMI, Mr. Woolbert was a Vice President of PNC Bank from 1990-1998
where he had responsibility for managing equity investments. He is a member of
the Financial Analysts of Philadelphia and The Association for Investment
Management and Research. He received an A.B. in History from Brown University
and an M.B.A. from Drexel University.
-------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
