<PAGE>
<PAGE>
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 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
COUNSELLORS TANDEM SECURITIES FUND, INC.
.................................................................
(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 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[ ] 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:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
<PAGE>
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 16, 1996
To the Stockholders of
COUNSELLORS TANDEM SECURITIES FUND, INC.
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the 'Annual
Meeting') of COUNSELLORS TANDEM SECURITIES FUND, INC. (the 'Company') will be
held at the offices of the Company, 466 Lexington Avenue (10th Floor), New York,
New York, on Tuesday, April 16, 1996 at 3:00 p.m., New York City time, for the
purpose of:
(1) electing directors;
(2) ratifying the selection by the Board of Directors of the Company
of the firm of Coopers & Lybrand L.L.P. to be the independent accountants
of the Company for the year ending December 31, 1996; and
(3) transacting any and all such other business as may properly come
before the meeting (or any postponement or adjournment thereof) in
connection with the foregoing or otherwise.
The close of business on February 16, 1996 has been fixed as the record
date for the determination of the stockholders entitled to notice of, and to
vote at, the Annual Meeting.
This notice and related proxy material is first being mailed on or about
March 4, 1996.
By order of the Board of Directors,
EUGENE P. GRACE
Vice President and Secretary
Dated: March 4, 1996
New York, New York
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
SIGN, DATE AND MAIL THE ACCOMPANYING PROXY IN THE ENVELOPE PROVIDED.
<PAGE>
<PAGE>
-----------------------------------
PROXY STATEMENT
-----------------------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 16, 1996
THIS STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE
BOARD OF DIRECTORS OF COUNSELLORS TANDEM SECURITIES FUND, INC. (THE 'COMPANY')
OF PROXIES TO BE USED AT THE ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY (THE
'ANNUAL MEETING') TO BE HELD AT THE COMPANY, 466 LEXINGTON AVENUE (10TH FLOOR),
NEW YORK, NEW YORK, ON TUESDAY, APRIL 16, 1996 AT 3:00 p.m., NEW YORK CITY TIME
(OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF) FOR THE PURPOSES SET FORTH IN
THE ACCOMPANYING NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS. Stockholders of
record who execute proxies retain the right to revoke them at any time (insofar
as they have not been exercised) by filing with the Secretary of the Company
either a written notice of revocation bearing a later date than the proxy or a
subsequent proxy relating to the same stock, or by attending the Annual Meeting
and voting in person (although attendance at the Annual Meeting will not in and
of itself constitute revocation of a proxy). In order that your shares be
represented at the Annual Meeting, you must allow sufficient time for the proxy
to be received on or before 3:00 p.m. on April 16, 1996.
The close of business on February 16, 1996 has been fixed as the record
date (the 'Record Date') for the determination of the stockholders entitled to
notice of, and to vote at, the Annual Meeting. On that date, the Company had
outstanding 2,729,862 shares of Common Stock, $.01 par value (the 'Common
Stock'), and 600,000 shares of Preferred Stock, $.01 par value (the 'Preferred
Stock'), each share of Common Stock and Preferred Stock carrying one vote.
Except as otherwise provided herein, the holders of shares of both such classes
shall vote together, as a single class, on all matters contemplated hereby. The
presence, either in person or by proxy, of the holders of a majority of the
aggregate number of shares of Common Stock and Preferred Stock at the time
outstanding shall constitute a quorum. For purposes of determining the presence
of a quorum for transacting business at the Annual Meeting, abstentions and
broker 'non-votes' (i.e., proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present but which have not been voted. For this reason abstentions and
broker 'non-votes' will have the effect of a 'no' vote for purposes of obtaining
the requisite approval of each proposal.
Duly executed proxies solicited by the Board of Directors will be voted in
accordance with the instructions thereon, or, if no instructions are indicated,
IN FAVOR OF the directors named herein; FOR ratification of the appointment of
Coopers & Lybrand L.L.P. ('Coopers & Lybrand') as the Company's independent
accountants and FOR any other matters which may properly come before the Annual
Meeting in connection with the foregoing or otherwise and which are deemed
appropriate. In the event that a quorum is present at the Annual Meeting but
sufficient votes to approve any proposal are not received, the persons named as
proxies may propose one or more adjournments of the Annual Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Annual Meeting
in person or by proxy. If a quorum is present, the persons named as proxies will
vote those proxies which they are entitled to vote FOR any proposal in favor of
an adjournment and will vote those proxies required to be voted AGAINST any such
proposal against any adjournment. A shareholder vote may be taken on one or more
proposals prior to any adjournment if sufficient votes have been received and it
is otherwise appropriate.
The Notice of Annual Meeting, this Proxy Statement and the related proxy
card are first being mailed to stockholders on or about March 4, 1996. The
mailing address of the principal executive offices of the Company and Warburg,
Pincus Counsellors, Inc., the Company's investment adviser (the
<PAGE>
<PAGE>
'Adviser'), is 466 Lexington Avenue, New York, New York 10017-3147. The mailing
address of PFPC Inc., the Company's administrator, is 400 Bellevue Parkway,
Wilmington, Delaware 19809.
A. ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The Board of Directors of the Company is currently comprised of seven
directors. The term of office for all seven directors expires as of the election
of directors at the Annual Meeting. At the Annual Meeting, seven directors are
to be elected to hold office until the next annual meeting of stockholders or
until their respective successors are elected and qualified. Three directors
(two of whom must at all times be neither parties to the Advisory Agreement,
dated October 3, 1986 (the 'Advisory Agreement'), between the Company and the
Adviser, nor 'interested persons' (as defined in the Investment Company Act of
1940, as amended (the 'Act')) of a party to the Advisory Agreement) will be
elected by the holders of the Preferred Stock voting as a single class, and the
remaining four directors (no more than two of whom at any time may be neither
parties to the Advisory Agreement nor 'interested persons' (as defined in the
Act) of a party to the Advisory Agreement) will be elected by the holders of the
Common Stock and the Preferred Stock voting together as a single class. The
requirement that no more than two directors elected by the Common Stock and the
Preferred Stock voting together may be non-interested persons is designed to
ensure that the approval of at least one of the directors elected by the
Preferred Stock voting separately is necessary for the annual renewal of the
Advisory Agreement. Directors will be elected by a plurality of the votes cast
by the class or classes of stock entitled to vote for their election.
It is the intention of the persons named in the accompanying form of proxy
to nominate and, absent contrary instructions, to vote such proxy on behalf of
the holders of Common Stock IN FAVOR OF the election of the first three persons
named below (the Common and Preferred Directors). In addition, it is the
intention of the persons named in the accompanying form of proxy to nominate
and, absent contrary instructions, to vote such proxy on behalf of the holders
of the Preferred Stock IN FAVOR OF the election of the seven persons named below
(the first four persons named are designated as 'Common and Preferred Directors'
and the last three persons named are designated as 'Preferred Directors'). All
of the persons named below are incumbent directors, and each has consented to be
named in this Proxy Statement and has agreed to serve if elected. If, due to
presently unforeseen circumstances, any nominee should not be available for
election, the persons named as proxies have discretionary power to vote signed
but unmarked proxies and those marked for the nominee(s) in favor of a
substitute nominee or nominees in accordance with their judgment.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY OWNED PERCENT
AS OF OF
NAME FEBRUARY 16, 1996* CLASS PRINCIPAL OCCUPATION AND OTHER INFORMATION
- -------------------------------------- ------------------ ------- ----------------------------------------------
<S> <C> <C> <C>
Lionel I. Pincus** 552,133*** 20.23% Chairman of the Board of the Company, Chairman
466 Lexington Avenue of the Board, Chief Executive Officer and
New York, NY 10017-3147 Director of E.M. Warburg, Pincus & Co., Inc.
Age 64; Director since 1986. ('EMW'). Associated with EMW since 1966. Mr.
Pincus is a Director or Trustee of Citizens
Budget Commissions, School of American
Ballet, Columbia University, Montefiore
Medical Center, Ittleson Foundation,
National Park Foundation and School of
American Ballet.
</TABLE>
(table continued on next page)
2
<PAGE>
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY OWNED PERCENT
AS OF OF
NAME FEBRUARY 16, 1996* CLASS PRINCIPAL OCCUPATION AND OTHER INFORMATION
- -------------------------------------- ------------------ ------- ----------------------------------------------
<S> <C> <C> <C>
John L. Furth** 215,795*** 7.90% Vice Chairman of the Board and Chief Executive
466 Lexington Avenue Officer of the Company, Vice Chairman and
New York, NY 10017-3147 Director of EMW. Associated with EMW since
Age 65; Director since 1986. 1970. From 1955 to 1970, Mr. Furth was
associated with Burnham & Co. as a Director
of Securities Research, Partner and head of
the firm's Institutional Department and
investment counselling operations. Mr. Furth
is a Chartered Financial Analyst and
Chartered Investment Counsellor. He is
co-author of Shaking The Money Tree,
published in 1972 by Harper & Row, President
of the Grand Street Settlement and Second
Trustee of Blythedale Children's Hospital.
Richard N. Cooper 500 0.02% National Intelligence Counsel. Professor of
Room 7E470HB Economics at Harvard University since 1981.
Central Intelligence Agency Under-Secretary for Economic Affairs in the
930 Dolly Madison Blvd. U.S. State Department from 1977 to 1981.
McClain, VA 22107 Professor of International Economics at Yale
Age 61; Director since 1987. University from 1966 to 1977. Senior Staff
Economist for President Kennedy's Council on
Economic Affairs from 1961 to 1963. Mr.
Cooper is a Director or Trustee of Circuit
City Stores, Inc. and Phoenix Home Life
Insurance Co. Mr. Cooper is the author of
The International Monetary System (1987) and
Economic Policy in an Interdependent World
(1986).
Donald J. Donahue 26,091 0.96% Chairman of Magma Copper Company since January
99 Indian Field Road 1987. Mr. Donahue is a Director or Trustee
Greenwich, CT 06830 of GEV Corporation and Signet Star
Age 71; Director since 1986. Reinsurance Company. He was the Chairman and
a Director of NAC Holdings from 1990-1993.
From December 1985 to January 1987, Mr.
Donahue was a partner at Energy Capital (oil
and drilling). From 1984 to August 1985, Mr.
Donahue was Chairman and CEO of
KMI-Continental Inc. From 1975 to 1984, he
was Vice Chairman of Continental Group.
Jack W. Fritz 20,100 0.74% Private investor, consultant and Director of
2425 North Fish Creek Road Fritz Broadcasting, Inc. and Fritz
P.O. Box 483 Communications (developers and operators of
Wilson, WY 83014 radio stations). From 1972 to January 1987,
Age 68; Director since 1987. Mr. Fritz was President and Chief Executive
Officer of John Blair & Co.
(communications). Mr. Fritz is a Director of
Advo, Inc.
</TABLE>
(table continued on next page)
3
<PAGE>
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY OWNED PERCENT
AS OF OF
NAME FEBRUARY 16, 1996* CLASS PRINCIPAL OCCUPATION AND OTHER INFORMATION
- -------------------------------------- ------------------ ------- ----------------------------------------------
<S> <C> <C> <C>
Thomas A. Melfe 150 0.05% Partner in the law firm of Donovan Leisure
30 Rockefeller Plaza Newton & Irvine since 1985. Previously, Mr.
40th Floor Melfe was a Partner in the law firm of Hale,
New York, NY 10112 Russell & Gray from 1981 to 1985. Mr. Melfe
Age 64; Director since 1987. is a Director of Municipal Fund for New York
Investors, Inc.
Alexander B. Trowbridge 800 0.03% President of Trowbridge Partners, Inc.
1317 F Street, N.W. 0 (business consulting) from 1990 to January
Suite 500 1994. Mr. Trowbridge was President of the
Washington, DC 20004 National Association of Manufacturers from
Age 66; Director since 1986. 1980 through 1990. He was Secretary of
Commerce of the United States from 1967 to
1968, and served as Vice Chairman of Allied
Chemical (now Allied-Signal) Corp. from 1976
to 1980. He is a Director of New England
Mutual Life Ins. Co., ICOS Corporation
(biopharmaceuticals), The Rouse Co. (real
estate development), P.H.H. Corporation
(fleet auto management; housing and plant
relocation service), WMX Technologies Inc.
(solid and hazardous waste collection and
disposal), Sunresorts Int'l. Ltd. (hotel and
real estate management), Harris Corp.
(electronics and communications equipment),
The Gillette Co. (personal care products)
and Sun Co. Inc. (petroleum refining and
marketing).
</TABLE>
- ------------
* This information has been furnished by each director.
** Messrs. Pincus and Furth are considered to be interested persons of the
Company, as defined under Section 2(a)(19) of the Act by virtue of their
positions as directors and officers of the Adviser.
*** The shares of the Company shown above as beneficially owned by Messrs.
Pincus and Furth include 83,431 shares of Common Stock (3.06% of such class)
beneficially owned by EMW, 21,500 shares of Common Stock (0.79% of such
class) beneficially owned by Warburg, Pincus & Co. ('WP'), the parent
company of EMW, and 493,602 shares of Common Stock (18.08% of such class)
owned by clients for which the Adviser has investment discretion. By reason
of Rule 13d-3 under the Securities Exchange Act of 1934 (the 'Exchange
Act'), Messrs. Pincus and Furth may be deemed to be the beneficial owners of
such shares for certain reporting purposes under the Exchange Act, but they
disclaim ownership thereof for any other purpose.
------------------------
Mr. Furth is Chairman of the Board of Directors or Trustees of other
investment companies advised by the Adviser and president of one other
investment company advised by the Adviser. Messrs. Cooper, Donahue, Fritz, Melfe
and Trowbridge are each a Director or Trustee of other investment companies
advised by the Adviser.
As of February 16, 1996, the directors and officers of the Company as a
group beneficially owned an aggregate of 721,405 shares of Common Stock, or
26.43% of such class, including shares of Common Stock owned by EMW and WP and
shares held in accounts of clients of the Adviser as to which the Adviser
exercises investment discretion. As of such date, the directors and officers of
the Company did not own any shares of Preferred Stock.
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who beneficially own more than ten percent of a
registered class of the Company's equity securities, to file
4
<PAGE>
<PAGE>
reports of ownership with the Securities and Exchange Commission, the New York
Stock Exchange and the Company. Based solely upon its review of the copies of
such forms received by it and written representations from such persons, the
Company believes that, during 1995, all filing requirements applicable to such
persons were complied with, with the exception of Mr. Melfe, who made one filing
to report a transaction after the date on which it was due.
DIRECTORS' COMPENSATION
(for the fiscal year ended December 31, 1995)
<TABLE>
<CAPTION>
TOTAL NUMBER OF
TOTAL COMPENSATION FROM MEMBERSHIPS ON BOARDS
TOTAL COMPENSATION ALL INVESTMENT COMPANIES OF INVESTMENT COMPANIES
DIRECTOR FROM COMPANY MANAGED BY ADVISER MANAGED BY ADVISER
- ----------------------------------------- ------------------ ------------------------ -----------------------
<S> <C> <C> <C>
Lionel I. Pincus None* None* 1
John L. Furth None* None* 18
Richard N. Cooper $8,000 $ 41,083 18
Donald J. Donahue 8,000 43,833 18
Jack W. Fritz 7,000 35,333 18
Thomas A. Melfe 8,000 43,583 18
Alexander B. Trowbridge 8,000 43,833 18
</TABLE>
- ------------
* Messrs. Pincus and Furth are considered to be interested persons of the
Company and the Adviser, as defined under Section 2(a)(19) of the Act, and,
accordingly, receive no compensation from the Company or any other investment
company advised by the Adviser.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES THEREOF
During 1995, the Company's Board of Directors held four meetings.
The Audit Committee of the Board of Directors consists of Messrs.
Trowbridge, Cooper, Donahue, Fritz and Melfe, none of whom is an officer or
employee of the Adviser or the Company's administrator. Generally, the Audit
Committee's responsibility is to monitor financial reporting, review reports on
the Company's system of internal accounting controls, review the scope of the
audit work, authorize and approve audit and non-audit services, review fees in
relation to services performed by the accountants, review the results of the
accountant's work, review and oversee responses to recommendations, if any, made
to the Company by the accountants, recommend the selection of the accountants to
the Board of Directors and act as a liaison between the Board of Directors and
the auditors and management personnel. During the fiscal year ended December 31,
1995, the Audit Committee met once.
Each Director except Mr. Pincus attended at least seventy-five percent of
the aggregate number of meetings of the Board of Directors held during the
fiscal year ended December 31, 1995. Each member of the Audit Committee attended
the one meeting of the Audit Committee held during the fiscal year ended
December 31, 1995.
The Company does not have Nominating or Compensation Committees.
Recommendations of candidates for election to the Board, properly presented to
the Company, are considered by the Board of Directors acting as a whole.
EXECUTIVE OFFICERS
The officers of the Company manage its day-to-day operations and are
directly responsible to the Company's Board of Directors. The Board of Directors
sets broad policies for the Company and elects the officers each year at its
annual organizational meeting in July. In addition to Mr. Lionel I. Pincus,
Chairman of the Board of the Company, and Mr. John L. Furth, Vice Chairman of
the Board and Chief Executive Officer of the Company, information with respect
to whom is set forth above, the executive officers of the Company include the
following persons:
Mr. Anthony G. Orphanos*, 50, President of the Company since January
1992 and Managing Director of EMW since 1982. Associated with EMW since
1977.
Mr. Reuben S. Leibowitz*, 48, Vice President and Chief Financial
Officer of the Company since January 1989 and Managing Director of EMW.
Associated with EMW since 1984.
5
<PAGE>
<PAGE>
Mr. Eugene P. Grace*, 44, Vice President and Secretary of the Company
since October 1994. Associated with EMW since 1994. Prior to becoming
associated with EMW, Mr. Grace was an attorney in private practice. In
addition, Mr. Grace served as Secretary and General Counsel of Home Unity
Savings Bank from 1991-1992, a depository and mortgage lending institution
with assets of approximately $600 million.
Mr. Arnold M. Reichman*, 47, Vice President of the Company since
October 1986 and Managing Director and Assistant Secretary of EMW.
Associated with EMW since 1984.
Mr. Stephen Distler*, 42, Treasurer of the Company since October 1986
and Managing Director and Assistant Secretary of EMW. Associated with EMW
since 1984.
- ------------
* All of the executive officers are considered 'interested persons' of the
Company, as defined under Section 2(a)(19) of the Act because of their
association with EMW and receive no compensation from the Company.
B. RATIFICATION AND APPROVAL OR REJECTION OF
APPOINTMENT OF INDEPENDENT ACCOUNTANTS BY THE
BOARD OF DIRECTORS
(PROPOSAL NO. 2)
The second proposal to be submitted at the Annual Meeting will be the
ratification or rejection of the selection by the Board of Directors of Coopers
& Lybrand as independent accountants for the Company for the fiscal year ending
1996, subject to termination as provided in the Act. At a meeting held on
February 8, 1996, the Audit Committee of the Board of Directors of the Company
recommended the selection of Coopers & Lybrand for 1996. At the Board meeting
held later that day, the Board of Directors of the Company, including those
Directors who are not 'interested persons' of the Company or the Adviser,
approved the selection of Coopers & Lybrand for the fiscal year ending December
31, 1996, subject to termination as provided in the Act. Coopers & Lybrand has
been the Company's independent accountant since 1993 and has informed the
Company that it has no material direct or indirect financial interest in the
Company or the Adviser. A representative of Coopers & Lybrand is not expected to
be present at the Annual Meeting but will be available by telephone should any
matter arise requiring the representative's presence.
C. ADDITIONAL INFORMATION -- BENEFICIAL OWNERS
The following table shows certain information as of February 16, 1996,
concerning persons and members of groups who may be beneficial owners of 5% or
more of the shares of Common Stock, other than information concerning the
beneficial ownership of Messrs. Pincus and Furth which is described on pages 2
and 3 herein. 'Beneficial ownership,' as defined in Rule 13d-3 under the
Exchange Act, includes shares with respect to which the owner possesses shared
voting or dispositive power.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF SHARES SHARES OF
OF COMMON STOCK COMMON STOCK
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING(1)
- --------------------------------------------------------------------------- ------------------ ---------------
<S> <C> <C>
Cede & Co. (2) 2,501,627 91.64%(3)
P.O. Box 20
Bowling Green Station, NY 10274
Warburg, Pincus Counsellors, Inc. 493,602(4) 18.08%(5)
466 Lexington Avenue
New York, NY 10017-3147
</TABLE>
- ------------
(1) Based on 2,729,862 shares of Common Stock outstanding as of the Record Date.
(footnotes continued on next page)
6
<PAGE>
<PAGE>
(footnotes continued from previous page)
(2) The Company believes that Cede & Co. is not the beneficial owner of shares
held of record by it; certain shares may be owned by clients for which the
Adviser has investment discretion.
(3) Represents 75.13% of the aggregate number of shares of Common Stock and
Preferred Stock outstanding as of the Record Date.
(4) The Adviser shares dispositive power with respect to its shares pursuant to
advisory agreements between the Adviser and its clients whereby the Adviser
has full power to supervise and direct the investment of its advisory
accounts subject to the written objectives of its clients. Such clients
retain full voting power with respect to such shares.
(5) Represents 14.82% of the aggregate number of shares of Common Stock and
Preferred Stock outstanding as of the Record Date.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF SHARES
OF PREFERRED STOCK OF PREFERRED STOCK
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING(1)
- -------------------------------------------------------------------------- ------------------ ------------------
<S> <C> <C>
Cudd & Co.(2) 30,000 5.00%(3)
c/o The Chase Manhattan Bank, N.A.
P.O. Box 1508
Church Street Station
New York, NY 10008
Guaranty National Insurance Company 50,000 8.33%(4)
100 Inverness Terrace East
Englewood, CO 80117
Hare & Co.(2) 35,000 5.83%(5)
c/o The Bank of New York
P.O. Box 11203
New York, NY 10249
Humana on behalf of subsidiary 80,000 13.33%(6)
Humana Health Plan Inc.
500 West Main Street
Louisville, KY 40202
National Chiropractic Mutual 30,000 5.00%(3)
Insurance Company
1441 29th Street
West Des Moines, IA 50265
Secura Mutual Insurance Company 30,000 5.00%(3)
2401 S. Memorial Drive
Appleton, WI 54912
Security Reinsurance Company 50,000 8.33%(4)
9 Farm Springs Drive
Farmington, CT 06032
Stein Roe & Farnham Incorporated, 170,000 28.33%(8)
jointly on its own behalf
and on behalf of
Foremost Insurance Company(7)
One South Wacker Drive
Chicago, IL 60606
</TABLE>
- ------------
(1) Based on 600,000 shares of 5.375% Preferred Stock due 1996 outstanding as of
the Record Date.
(2) The Company believes that these entities are not the beneficial owners of
shares held of record by them.
(3) Represents .90% of the aggregate number of shares of Common Stock and
Preferred Stock outstanding as of the Record Date.
(4) Represents 1.50% of the aggregate number of shares of Common Stock and
Preferred Stock outstanding as of the Record Date.
(footnotes continued on next page)
7
<PAGE>
<PAGE>
(footnotes continued from previous page)
(5) Represents 1.05% of the aggregate number of shares of Common Stock and
Preferred Stock outstanding as of the Record Date.
(6) Represents 2.40% of the aggregate number of shares of Common Stock and
Preferred Stock outstanding as of the Record Date.
(7) Based on a report on Schedule 13G dated February 12, 1996 filed jointly on
behalf of Stein Roe & Farnham Incorporated ('Stein Roe') and Foremost
Insurance Company ('Foremost'), which states that Stein Roe beneficially
owns and has sole dispositive power over 170,000 shares and that Foremost
beneficially owns and has sole voting power over 60,000 of such shares. The
Schedule 13G further states that Stein Roe beneficially owns shares on
behalf of the following, each of which is an investment advisory client of
Stein Roe:
<TABLE>
<CAPTION>
CLIENT NAME NUMBER OF SHARES PERCENTAGE INTEREST
- ---------------------------------------------------------------------- ---------------- -------------------
<S> <C> <C>
Foremost 60,000 10%
Health Care Indemnity, Inc. (a subsidiary of Columbia Health Care) 40,000 6.7%
AVEMCO Insurance Company 35,000 5.8%
West Bend Mutual Insurance Company 30,000 5.0%
</TABLE>
(8) Represents 5.11% of the aggregate number of shares of Common Stock and
Preferred Stock outstanding as of the Record Date.
D. OTHER MATTERS WHICH MAY COME BEFORE THE
ANNUAL MEETING; STOCKHOLDER PROPOSALS
The Board of Directors of the Company does not know of any other matters
which may come before the Annual Meeting. However, if any other matters, of
which the Board of Directors is not now aware, are properly presented for action
before the Annual Meeting, it is the intention of the persons named in the
accompanying form of proxy to vote such proxy in accordance with their judgment
on such matters.
Notice is hereby given that for a stockholder proposal to be considered for
inclusion in the Company's proxy material relating to its April 1997 annual
meeting of stockholders, the stockholder proposal must be received by the
Company no later than November 30, 1996.
E. EXPENSES
The expense of the solicitation of proxies for the Annual Meeting will be
borne by the Company. In addition to the use of the mails, proxies may be
solicited personally or by telephone or telegraph by directors, officers and
employees of the Company and the Adviser.
By order of the Board of Directors,
EUGENE P. GRACE
Vice President and Secretary
March 4, 1996
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION. THEREFORE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO SIGN, DATE AND MAIL THE
ACCOMPANYING FORM OF PROXY IN THE ENCLOSED ENVELOPE.
8
<PAGE>
<PAGE>
APPENDIX 1 -- PROXY CARD
COUNSELLORS TANDEM SECURITIES FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arnold M. Reichman and Eugene P. Grace as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all stock of the above
Company which the undersigned is entitled to vote, at the annual meeting of
stockholders on April 16, 1996, and at any adjournments thereof.
- --------------------------------------------------------------------------------
The Board of Directors Recommends a vote 'FOR all nominees' in Proposal 1 and
'FOR' Proposal 2.
- --------------------------------------------------------------------------------
Proposal 1 -- Election of the following nominees as Directors*:
<TABLE>
<S> <C> <C>
Lionel I. Pincus For all Nominees (except as
John L. Furth marked to the contrary on the Withheld for all
Richard N. Cooper line provided below) Nominees
Donald J. Donahue [ ] [ ]
Jack W. Fritz
Thomas A. Melfe ----------------------------------------------------
Alexander B. Trowbridge
</TABLE>
* The first four Nominees will be designated as Preferred and Common Directors
and the last three Nominees will be designated as Preferred Directors. The
Common Shareholders can only vote for the first four nominees, and the Preferred
Shareholders can vote for all of the nominees.
- --------------------------------------------------------------------------------
Proposal 2 -- Ratification of For Against Abstain
Coopers & Lybrand L.L.P. as [ ] [ ] [ ]
independent accountants of the
Company for the year ending
December 31, 1996:
(continued -- signature required on reverse side)
<PAGE>
<PAGE>
COUNSELLORS TANDEM SECURITIES FUND, INC. PROXY
- --------------------------------------------------------------------------------
Proposal 3 -- To vote upon any and all
business as may properly come before the
meeting or any adjournments thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
This proxy when properly executed will be voted in the matter directed herein by
the undersigned stockholder.
If no direction is made, this proxy will be voted for Proposals 1 and 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign.
When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name
by president or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
Dated:
-------------------------
------------------------- -------------------------
Signature Print Name
------------------------- -------------------------
Signature if held jointly Print Name
2
