SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
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
ROYCE VALUE TRUST, 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] 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:
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>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ROYCE VALUE TRUST, INC.
To the Stockholders of
ROYCE VALUE TRUST, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ROYCE
VALUE TRUST, INC. (the "Fund") will be held at the offices of the Fund, 1414
Avenue of the Americas, New York, New York, on April 28, 1999 at 2:00 p.m.
(E.T.), for the following purposes:
1. To elect a board of six directors, four to be elected by the holders
of the Fund's Common Stock, its 7.8% Cumulative Preferred Stock and its 7.3%
Tax-Advantaged Cumulative Preferred Stock (the two series of Cumulative
Preferred Stock together will be referred to as the "Preferred Stock") voting
together as a single class, and two to be elected only by the holders of
the Fund's Preferred Stock.
2. To ratify the selection of Tait, Weller & Baker as independent public
accountants of the Fund for the year ending December 31, 1999.
3. To transact such other business as may come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on March 18, 1999 as
the record date for the determination of those stockholders entitled to vote at
the meeting, and only holders of record at the close of business on that day
will be entitled to vote.
The Fund's Annual Report to Stockholders for the year ended December 31,
1998 was previously mailed to stockholders, and copies of it are available upon
request, without charge, by writing to the Fund at 1414 Avenue of the Americas,
New York, New York 10019 or calling toll free at 1-800-221-4268.
IMPORTANT
To save the Fund the expense of additional proxy solicitation, if you do
not now expect to be present at the meeting, please insert your instructions on
the enclosed Proxy, date and sign it and return it in the enclosed envelope
(which requires no postage if mailed in the United States). The Proxy is
solicited on behalf of the Board of Directors, is revocable and will not affect
your right to vote in person in the event that you attend the meeting.
By order of the Board of Directors,
John E. Denneen
Secretary
March 25, 1999
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
OF
ROYCE VALUE TRUST, INC.
1414 Avenue of the Americas
New York, New York 10019
Wednesday, April 28, 1999
_____________________________
PROXY STATEMENT
_____________________________
Accompanying this Proxy Statement is a Notice of Annual Meeting of
Stockholders and a form of Proxy for the meeting, solicited on behalf of the
directors of Royce Value Trust, Inc. (the "Fund").
The Proxy may be revoked at any time before it is exercised by written
instructions to the Fund or by filing a new Proxy with a later date, and any
stockholder attending the meeting may vote in person, whether or not he or she
has previously filed a Proxy. Shares represented by all properly executed
Proxies received in time for the meeting will be voted. Where a stockholder has
specified a choice on the Proxy with respect to Proposal 2 in the Notice of
Annual Meeting, his or her shares will be voted accordingly. If no directions
are given, the stockholder's shares will be voted in favor of the Proposal.
Unless authority to vote for all nominees or for an individual nominee pursuant
to Proposal 1 is specifically withheld, the Proxy will be voted for the election
of all of the persons nominated by the Board of Directors to become directors.
The cost of soliciting proxies will be borne by the Fund, which will reimburse
brokerage firms, custodians, nominees and fiduciaries for their expenses in
forwarding proxy materials to the beneficial owners of the Fund's shares. Some
officers and employees of the Fund and/or Royce & Associates, Inc. ("Royce"),
the Fund's investment adviser, may solicit Proxies personally and by telephone,
if deemed desirable.
On March 18, 1999, the record date for the meeting, there were 32,880,261
shares of Common Stock and 6,400,000 shares of Preferred Stock of the Fund
outstanding. Stockholders entitled to vote are those of record on that date.
Shares of both the Common Stock and the Preferred Stock are entitled to one vote
on each item of business at the meeting. Stockholders vote at the Annual
Meeting by casting ballots (in person or by proxy) which are tabulated by one or
two persons, appointed by the Board of Directors before the meeting, who serve
as Inspectors and Judges of Election at the meeting and who have executed an
Inspectors and Judges Oath. Neither abstentions nor broker non-votes are
counted in the tabulation of such votes.
The following persons were known to the Fund to be beneficial owners
or owners of record of 5% or more of its outstanding shares of Common Stock and
Preferred Stock as of the record date.
<PAGE>
<TABLE>
<CAPTION>
Class/Series Amount and Nature Percentage
Name and Address of Owner of Stock of Ownership of Class/Series
- ------------------------- --------- --------------- ---------------
<S> <C> <C> <C>
Yale University Common 2,894,750 shares-- 8.8%
451 College Street Beneficial (sole voting
P.O. Box 1074 Yale Station and investment power)
New Haven, CT 06520
Cede & Co. FAST Common 30,682,084 shares-Record 93.3%
P.O. Box 20 Bowling
Green Station 7.8% Preferred 2,359,194 shares-Record 98.3%
New York, NY 10274
7.3% Preferred 3,974,432 shares-Record 99.4%
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
Common Preferred
Proposal Stockholders Stockholders
- -------- ------------ ------------
<S> <C> <C>
1 Common and Preferred Stockholders, Preferred Stockholders,
voting together as a single class, elect voting as a separate class,
4 directors elect 2 additional directors
2 Common and Preferred Stockholders, voting together as a single class
</TABLE>
1. ELECTION OF DIRECTORS (Proposal 1)
At the meeting, it is proposed to elect six directors, each director to
hold office until the next Annual Meeting of Stockholders and until his
successor shall have been elected and qualified. The holders of both the Common
Stock and the Preferred Stock, voting together as a single class, are entitled
to elect four directors. The holders of the Preferred Stock, voting as a
separate class, are entitled to elect the remaining two directors. The Fund's
Board of Directors has nominated the following six persons, each of whom has
served as a director since July 1986 (except for John D. Diederich, who has
served as a director since June 1997, and Donald R. Dwight, who has served as a
director since June 1998), to become directors of the Fund. Certain information
concerning them is set forth below. Each of these persons has agreed to serve
if elected, and the Fund's management has no reason to believe that any of them
will be unavailable for election as a director. However, if any of them become
<PAGE>
unwilling or unable to serve, the persons named in the accompanying form of
Proxy will vote for the election of such other persons, if any, as the Board of
Directors may nominate.
Positions With
Name Age The Fund Elected By
---- --- --------------- ----------
Charles M. Royce 59 Director, President Common and
and Treasurer Preferred
John D. Diederich. 47 Director and Vice Preferred only
President
Donald R. Dwight 67 Director Common and
Preferred
Richard M. Galkin 60 Director Common and
Preferred
Stephen L. Isaacs 59 Director Common and
Preferred
David L. Meister 59 Director Preferred only
A total of 5 meetings of the Board of Directors were held during the year
ended December 31, 1998, and each director attended 75% or more of the meetings
held during the period in which he served.
The Board of Directors has an Audit Committee, comprised of Donald R.
Dwight, Richard M. Galkin, Stephen L. Isaacs and David L. Meister, which is
responsible for recommending the selection and nomination of the Fund's
independent auditors and for conducting post-audit reviews of its financial
condition with the auditors. The Audit Committee held two meetings during the
year ended December 31, 1998, and each member of the Audit Committee attended
both of the meetings, except for Mr. Dwight who attended only one of the
meetings since he did not join the Board until after the first such meeting had
been held. The Board of Directors does not have any other standing committees.
There are no family relationships between any of the Fund's directors and
officers.
As of the record date, the Fund's directors beneficially owned the
following shares of its Common Stock:
<PAGE>
Name of Director Amount Percentage of Class
---------------- ------ -------------------
Charles M. Royce .............242,271 shares .74%
John D. Diederich .................339 shares -
Donald R. Dwight .................300 shares -
Richard M. Galkin .................400 shares -
Stephen L. Isaacs .................317 shares -
David L. Meister ......................None -
Mr. Royce has sole voting power and sole investment power as to the shares
beneficially owned by him. As of the record date, all directors and officers of
the Fund as a group (10 persons) beneficially owned 245,671 shares of the Fund's
Common Stock, constituting .75% of the class, and no shares of its Preferred
Stock.
For the year ended December 31, 1998, Mr. Isaacs failed to file on a timely
basis 2 reports required by Section 16(a) of the Securities Exchange Act of
1934.
Business Experience
Set forth below is certain information as to the principal business
experience of the Fund's directors during the past five years.
Charles M. Royce is the President, Secretary, Treasurer and sole director
and sole voting shareholder of Royce, the Fund's investment adviser. He has
served as Royce's President and Treasurer for more than 25 years. Mr. Royce
also manages three private investment partnerships through Royce Management
Company ("RMC"), a registered investment adviser, of which he is the managing
general partner.
John D. Diederich has been the Director of Administration of The Royce
Funds since January 1993 and President of Royce Fund Services, Inc. ("RFS"), the
distributor of The Royce Fund's shares, since November 1995.
Donald R. Dwight is President of Dwight Partners, Inc., corporate
communications consultants. From 1982 until March 1998, he served as Chairman of
Newspapers of New England, Inc. and is now its Chairman Emeritus. He is also a
trustee of the registered investment companies constituting the Eaton Vance
funds. Mr. Dwight's prior experience includes having served as Lieutenant
Governor of the Commonwealth of Massachusetts and as President and Publisher of
Minneapolis Star and Tribune Company.
<PAGE>
Richard M. Galkin is a private investor and the President of Richard M.
Galkin Associates, Inc., tele-communications consultants. His prior business
experience includes having served as President of Manhattan Cable Television (a
subsidiary of Time Inc.), President of Havermills Inc. (another Time Inc.
subsidiary), President of Rhode Island Cable Television and Senior Vice
President of Satellite Television Corp. (a subsidiary of Comstat).
Stephen L. Isaacs has been President of The Center for Health and Social
Policy since September 1996 and President of Stephen L. Isaacs Associates,
consultants. He was a Director of the Columbia University Development Law and
Policy Program and a Professor at Columbia University until August 1996.
David L. Meister is a consultant in the communications industry. His prior
business experience includes having served as President of Financial News
Network, Senior Vice President of HBO, President of Time-Life Films and Head of
Broadcasting for Major League Baseball.
Mr. Royce is also President and Treasurer of Royce Micro-Cap Trust, Inc.
("OTCM"), Royce Global Trust, Inc. ("RGT"), The Royce Fund ("TRF") and Royce
Capital Fund ("RCF"), registered management investment companies. Messrs.
Royce, Dwight, Galkin, Isaacs and Meister are also directors/trustees of OTCM,
RGT, TRF and RCF. Mr. Diederich is also a director of OTCM, a trustee of RCF
and a Vice President of the Fund, OTCM, RGT and RCF, and Mr. Royce is also the
sole director and Secretary of RFS.
Messrs. Royce and Diederich are "interested persons" of the Fund within the
meaning of Section 2(a)(19) of the Investment Company Act of 1940.
In addition to Mr. Royce, three Vice Presidents of the Fund are also
officers of Royce.
Remuneration of Directors
Set forth below is the compensation paid by the Fund and the four other
registered investment companies comprising The Royce Funds to each director for
the year ended December 31, 1998.
Aggregate Compensation Total Compensation From the Fund
Director From the Fund and Other Royce Funds
-------- ---------------------- --------------------------------
Charles M. Royce - -
John D. Diederich - -
Donald R. Dwight $ 8,360 $ 34,295
Richard M. Galkin 15,000 61,750
<PAGE>
Aggregate Compensation Total Compensation From the Fund
Director From the Fund and Other Royce Funds
-------- ---------------------- --------------------------------
Stephen L. Isaacs 15,000 61,750
David L. Meister 15,000 61,750
Each of the Fund's non-affiliated directors receives a base fee of $10,000
per year plus $1,000 for each meeting of the Board of Directors attended. No
director of the Fund received remuneration for services as a director for the
year ended December 31, 1998 in addition to or in lieu of this standard
arrangement.
Vote Required
A quorum consists of stockholders representing a majority of the
outstanding shares of the Fund's Common Stock and/or Preferred Stock, as the
case may be, entitled to vote who are present in person or by proxy, and a
plurality of all of the votes cast at a meeting at which a quorum is present is
sufficient to elect a director.
The Board of Directors recommends a vote FOR all nominees.
2. RATIFICATION OF
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal 2)
At the meeting, the stockholders will be asked to ratify the selection by
the Board of Directors, including a majority of the directors who are not
"interested persons" of the Fund, of Tait, Weller & Baker, independent
accountants, to serve as the Fund's auditors for the year ending December 31,
1999.
Tait, Weller & Baker has informed the Fund that neither Tait, Weller &
Baker nor any of its partners has any direct or indirect financial interest in
the Fund except as auditors and independent public accountants. A
representative of Tait, Weller & Baker is not expected to be present at the
meeting, but has been given an opportunity to make a statement if he so desires,
and will be available should any matter arise requiring his participation.
Vote Required
Ratification of the selection of Tait, Weller & Baker as the independent
public accountants of the Fund requires the affirmative vote of a majority of
the outstanding shares of the Fund's Common Stock and Preferred Stock, voting
together as a single class, present or represented at the meeting (assuming that
more than 50% of the shares are present or represented).
<PAGE>
The Board of Directors recommends a vote FOR Proposal 2.
3. OTHER BUSINESS
While the meeting has been called to transact any business that may
properly come before it, the Trustees know of no other business than the matters
stated in Proposals 1 and 2 in the Notice of the Annual Meeting. However, if
any additional matter properly comes before the meeting and on all matters
incidental to the conduct of the meeting, it is the intention of the person or
persons named in the enclosed Proxy to vote in accordance with their judgment on
such matters.
ADDITIONAL INFORMATION
The address of Royce & Associates, Inc., the Fund's investment adviser, is
1414 Avenue of the Americas, New York, New York 10019.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Fund's 2000
Annual Meeting of Stockholders must be received by the Fund by November 26,
1999, for inclusion in the Fund's Proxy Statement and form of Proxy for that
meeting. The Board of Directors has adopted certain amendments to the Fund's
Bylaws, which generally require advance notice be given to the Fund in the event
a stockholder desires to nominate a person for election to the Board of
Directors or to transact any other business from the floor at an annual meeting
of stockholders. With respect to the 2000 and subsequent annual meetings,
notice of any such nomination or other business must be received at the Fund's
principal executive office not less than 15 calendar days before the annual
meeting.
This notice provision was adopted to afford stockholders a fair opportunity
to present matters for consideration at stockholders meetings, while assuring
that stockholders and directors will have a reasonable opportunity to consider
the matters proposed and to allow for full information to be distributed to all
stockholders about all sides of the particular issue.
The foregoing summary of the terms of the changes to the Bylaws is not
complete and is subject to and qualified by reference to the complete text of
the Fund's Amended and Restated Bylaws filed with the Securities and Exchange
Commission as an exhibit to the Fund's Form N-SAR for the period ended June 30,
1998.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE
RCVT-PS-99
<PAGE>
COMMON STOCK ROYCE VALUE TRUST, INC. COMMON STOCK
1414 Avenue of the Americas
New York, NY 10019
This Proxy is solicited on behalf of the Board of Directors.
The undersigned, a Common Stockholder of Royce Value Trust, Inc., hereby
appoints Charles M. Royce and John E. Denneen, or either of them, acting in
absence of the other, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse, all shares of Common Stock of the Fund held of
record by the undersigned on March 18, 1999, at the Annual Meeting of
Stockholders to be held on April 28, 1999, or at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR Proposals 1 and 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on other side. When shares are
held by joint tenants, both should sign. When signing as attorney, 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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
<PAGE>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
_____________________________________________
ROYCE VALUE TRUST, INC.
COMMON STOCK
_____________________________________________
With- For All
For hold Except
1. ELECTION OF DIRECTORS / / / / / /
Charles M. Royce, Donald R. Dwight
Richard M. Galkin and Stephen L. Isaacs
If you do not wish your shares voted "FOR"
a particular nominee, mark the "For All Except"
box and strike a line through the nominee's name.
Your shares will be voted for the remaining
nominees.
For Against Abstain
/ / / / / /
2. PROPOSAL TO RATIFY THE SELECTION
OF TAIT, WELLER & BAKER AS IN-
DEPENDENT PUBLIC ACCOUNTANTS
3. THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Please be sure to sign and date this Proxy. Date:
Mark box at the right if an address change
or comment has been noted on the reverse
side of this card.
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
<PAGE>
PREFERRED STOCK ROYCE VALUE TRUST, INC. PREFERRED STOCK
1414 Avenue of the Americas
New York, NY 10019
This Proxy is solicited on behalf of the Board of Directors.
The undersigned, a Preferred Stockholder of Royce Value Trust, Inc., hereby
appoints Charles M. Royce and John E. Denneen, or either of them, acting in
absence of the other, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse, all shares of the 7.8% Cumulative Preferred Stock
of the Fund held of record by the undersigned on March 18, 1999, at the
Annual Meeting of Stockholders to be held on April 28, 1999, or at any
adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR Proposals 1 and 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on other side. When shares are
held by joint tenants, both should sign. When signing as attorney, 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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
<PAGE>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
_____________________________________________
ROYCE VALUE TRUST, INC.
PREFERRED STOCK
_____________________________________________
With- For All
For hold Except
1. ELECTION OF DIRECTORS / / / / / /
Charles M. Royce, John D. Diederich,
Donald R. Dwight, Richard M. Galkin,
Stephen L. Isaacs and David L. Meister
If you do not wish your shares voted "FOR"
a particular nominee, mark the "For All Except"
box and strike a line through the nominee's name.
Your shares will be voted for the remaining
nominees.
For Against Abstain
/ / / / / /
2. PROPOSAL TO RATIFY THE SELECTION
OF TAIT, WELLER & BAKER AS IN-
DEPENDENT PUBLIC ACCOUNTANTS
3. THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Please be sure to sign and date this Proxy. Date:
Mark box at the right if an address change
or comment has been noted on the reverse
side of this card.
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
<PAGE>
PREFERRED STOCK ROYCE VALUE TRUST, INC. PREFERRED STOCK
1414 Avenue of the Americas
New York, NY 10019
This Proxy is solicited on behalf of the Board of Directors.
The undersigned, a Preferred Stockholder of Royce Value Trust, Inc., hereby
appoints Charles M. Royce and John E. Denneen, or either of them, acting in
absence of the other, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse, all shares of the 7.3% Tax-Advantaged Cumulative
Preferred Stock of the Fund held of record by the undersigned on March 18,
1999, at the Annual Meeting of Stockholders to be held on April 28, 1999, or
at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR Proposals 1 and 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on other side. When shares are
held by joint tenants, both should sign. When signing as attorney, 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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
<PAGE>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
_____________________________________________
ROYCE VALUE TRUST, INC.
PREFERRED STOCK
_____________________________________________
With- For All
For hold Except
1. ELECTION OF DIRECTORS / / / / / /
Charles M. Royce, John D. Diederich,
Donald R. Dwight, Richard M. Galkin,
Stephen L. Isaacs and David L. Meister
If you do not wish your shares voted "FOR"
a particular nominee, mark the "For All Except"
box and strike a line through the nominee's name.
Your shares will be voted for the remaining
nominees.
For Against Abstain
/ / / / / /
2. PROPOSAL TO RATIFY THE SELECTION
OF TAIT, WELLER & BAKER AS IN-
DEPENDENT PUBLIC ACCOUNTANTS
3. THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Please be sure to sign and date this Proxy. Date:
Mark box at the right if an address change
or comment has been noted on the reverse
side of this card.
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
