SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO
SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
Commonwealth Cash Reserve 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: _______________________________________________________
_________________________________________________________
PROXY
COMMONWEALTH CASH RESERVE FUND, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
ON JULY 25, 1996
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Commonwealth Cash Reserve Fund, Inc.
(the "Fund") does hereby appoint Jeffrey A. Laine and Arthur E. Anderson II
or either of them, attorneys and proxies of the undersigned, with full power
of substitution to attend the Annual Meeting of Shareholders of the Fund to
be held on July 25, 1996, at the Omni Hotel, 100 S. 12th Street, Richmond,
Virginia 23219 at 11:00 a.m. Eastern Daylight Time and at all adjournments
thereof, and to vote the shares held in the name of the undersigned on the
record date for such meeting on the matters listed below.
Management recommends a vote FOR the proposal listed below. The shares
represented hereby will be voted as indicated below or FOR the proposal
indicated below if no choice is indicated.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
PROPOSAL 1: Election of Directors (vote for all nominees except
any of the following whose name is stricken): Jeffrey A. Laine;
Robert J. Fagg, Jr.; Marty Margolis; Robert R. Sedivy; Giles
Dodd.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 2: To ratify the selection of Price Waterhouse as
Independent Accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEARS
HEREON. When signing as custodian, attorney,
trustee, etc., please sign your full title to
as each. A corporation should sign by an
authorized officer.
Dated: _________________________ , 1996
Signature
Signature
(if two signatures are required)
YOUR VOTE IS IMPORTANT. PLEASE MARK,
DATE AND SIGN THIS PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE.
Account #
Shares as of June 15, 1996
________________________________________________________________
COMMONWEALTH CASH RESERVE FUND, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 25, 1996
To the Shareholders of
Commonwealth Cash Reserve Fund, Inc.
An Annual Meeting (the "Meeting") of Shareholders of Commonwealth Cash
Reserve Fund, Inc. (the "Fund"). will be held at 11:00 a.m. on July 25, 1996,
at the Omni Richmond Hotel, 100 S. 12th Street, Richmond, Virginia 23219, for
the following purposes:
1. To elect five directors to hold office until the next annual meeting
of shareholders and until their successors are duty elected and
qualified.
2. To ratify the selection by the Board of Directors of Price
Waterhouse as the Fund's independent accountants for the year ending
March 31, 1997.
3. To transact such other business as may properly come before the
meeting or any adjournment of the Meeting.
Shareholders of record at the close of business on June 15, 1996, will
be entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
JEFFREY A. LAINE
President
Richmond, Virginia
July 1, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING PLEASE SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY. YOUR VOTE IS IMPORTANT NO MATTER
HOW
MANY SHARES YOU OWNED ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED FORM OF PROXY,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED
FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER
SOLICITATION,
WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
COMMONWEALTH CASH RESERVE FUND, INC.
P.O. Box 1192
Richmond, Virginia 23209-1192
(800) 338-3383
ANNUAL MEETING OF SHAREHOLDERS
to be held on July 25, 1996
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Commonwealth Cash Reserve Fund, Inc.
(the "Fund") for use at the Annual Meeting of Shareholders of the Fund, and
any adjournments thereof, to be held on July 25, 1996, at 11:00 a.m. at Omni
Richmond Hotel, 100 S. 12th Street, Richmond, Virginia 23219, for the
purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders.
This Proxy Statement will be mailed on or about July 1, 1996 to
shareholders of record on June 15, 1996.
Shares represented by executed and unrevoked proxies will be voted in
accordance with the specifications made thereon. Unless instructions to the
contrary are marked thereon, a proxy will be voted FOR the election of the
nominees for director stated herein and FOR each of the proposals listed in
the accompanying Notice of Annual Meeting of Shareholders. A shareholder who
executes and returns the enclosed form of proxy nevertheless may revoke it by
giving another proxy or by letter or telegram directed to the Fund which must
show the shareholder's name and account number. To be effective, such
revocation must be received prior to the meeting. Any shareholder who attends
the meeting in person may vote by ballot at the meeting, thereby canceling
any proxy previously given.
Proxy solicitations will be made primarily by mail, but such
solicitations may also be made by telephone, telegraph or personal interviews
conducted by officers or employees of the Fund or its Investment Advisor.
The costs of proxy solicitation and expenses incurred in connection with the
preparation of this Proxy Statement and its enclosures will be paid by the
Fund. The Fund, upon request, will reimburse nominees and other fiduciaries
for their reasonable expenses in forwarding solicitation materials to their
principals.
Voting Securities and Principal Holders
On June 15, 1996, there were 89,485,125.39 shares of the Fund's common
stock outstanding held by 12 shareholders of record.
Shareholders of record at the close of business on June 15, 1996 will
be entitled to be present and to vote at the meeting. Each share of common
stock is entitled to one vote, and fractional shares of common stock are
entitled to proportionate shares of one vote. Shareholders do not have
cumulative voting rights.
The presence, in person or by proxy, of shares representing at least a
majority of the shares of the Fund outstanding as of June 15, 1996 is
required for a quorum. If a quorum is not present, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitations of proxies. Any such adjournment will require the affirmative
vote of a majority of those shares present at the meeting, in person or by
proxy. When voting on a proposed adjournment, the persons named as proxies
will vote for the proposed adjournment all shares that they are entitled to
vote.
Set forth below is certain information as to all persons known to the
Fund to own of record or beneficially 5% or more the Fund's shares on June
15, 1996.
Name and Address # of Shares % of Shares
Arlington County
2100 Clarendon Boulevard 17,436,362.610 19.48%
Arlington, VA 22201
Prince William County
1 County Complex Court 15,134,763.940 16.91%
Prince William, VA 22192
City of Norfolk
810 Union Street 13,359,612.190 14.93%
Norfolk, VA 23501
City of Lynchburg
P.O. Box 60 11,693,486.740 13.07%
Lynchburg, VA 245
City of Roanoke
P.O. Box 1451 10,675,314.940 11.93%
Roanoke, VA 24007-1451
City of Newport News
2400 Washington Avenue 9,165,824.630 10.24%
Newport News, VA 23607
City of Fredericksburg
715 Princess Anne Street 4,746,513.540 5.30%
Fredericksburg, VA 22401
The Fund's management is not aware of any person, other than those
named above, who beneficially owned 5% or more of the Fund's outstanding
shares of common stock on June 15, 1996.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, five (5) directors will be elected to serve until their
successors have been duly elected and qualified. It is the intention of the
persons named in the accompanying form of proxy to vote at the Meeting for
the election of the nominees named below as Directors of the Fund to serve
until the next Annual Meeting of shareholders, and until their successors are
elected and qualified. Each such nominee has consented to being named herein
and to serve if elected. If any such nominee should be unable to serve, an
event not now anticipated, the persons named as proxies may vote for other
persons in their discretion. A shareholder may instruct the persons named as
proxies not to vote the shares represented by his proxy for any or all of the
nominees for election.
Information Concerning Nominees
The information concerning the nominees set forth in the following
table is based in part on information received from the respective nominees
and in part on the Fund's records:
Number and
Percentage of
Shares of the
Name, Address and Principal Occupation Fund's Common
Position During Past Five Years Stock Beneficially
with the Fund Years and Age Owned as of
June 15, 1996
*=Jeffrey A. Laine, President, Commonwealth 0 (0%)
Director, President Financial Group, Inc., 1994;
and Treasurer President, Laine Financial
38 Cohasset Lane Group, Inc., 1992-present;
Cherry Hill, New Jersey Senior Vice President and Chief
08003 Financial Officer of J.C.
Thompson & Associates, Inc.,
1989-1994; Senior Vice President
of Commonwealth Financial Group,
Inc., 1993-1994; Executive Vice
President and Chief Financial
Officer of Institutional Capital
Management Corporation, 1987-
1990; Treasurer, Van Lieu
Securities, 1989-1991; Senior
Vice President, Treasurer and
Chief Financial Officer of
Mariner Funds Services, 1987-
1992; Vice President and
Treasurer of Mariner Funds
Trust, 1987-1992; CPA with
Bowman & Company, certified
public accountants, 1982-1987;
Member of Comptroller's Staff,
Texaco, Inc. 1981-1982;
Accountant, RCA Corporation,
1981. Age 38.
Giles Dodd, (Nominee) Finance Assistant to City 0 (0%)
921 Lindsley Drive Manager, City of Greenville,
Virginia Beach, VA South Carolina, 1995 - 1996;
23454 Finance Director, City of
Greenville, South Carolina, 1994
- 1995; Municipal Consultant,
1991 - 1993; Director of
Finance, City of Virginia Beach,
Virginia 1963 - 1993. Member
International City Management
Association; Virginia Local
Government Management
Association, Government Finance
Officers Association; Past
President Virginia Government
Finance Officers Association.
Age 69.
=Robert J. Fagg, Jr., Director of the Annual Giving 0 (0%)
Director Program, Virginia Commonwealth
1605 Westcastle Drive University, since 1981,
Richmond, VA 23233 Development Officer, 1974-1981;
Account Executive, Dupont Glore
Forgan, 1973-1974; Registered
Representative, Wheat, First
Securities, Inc., 1970-1973;
Registered Representative,
Abbott, Proctor and Paine, 1968-
1969. Age 55.
*Marty Margolis, Managing Director, Public 0 (0%)
(Nominee) Financial Management, Inc., 1987
345 Quarry Road - present; Partner, Financial
Wellsville, PA 17365 Management Services, Inc., 1978
- 1987. Age 51.
Robert R. Sedivy, Vice President-Finance and 0 (0%)
(Nominee) Treasurer, Collegiate School,
3804 Wellesley Terrace Richmond, Virginia, 1988 -
Circle present; Deputy Director,
Richmond, VA 23233 Science Museum of Virginia, 1986
- 1988; Administrator, Science
Museum of Virginia, 1985 - 1986;
Treasurer, Trinity College,
Washington, D.C., 1983 - 1985;
Director of Resource Management,
Loyola College, Baltimore,
Maryland, 1978 - 1983. Member
Virginia Association of
Independent Schools, Financial
Officers Group. Age 50.
* Indicates "interested person" as defined by the Investment Company Act
of 1940 (the "Act"). Mr. Laine is an interested person by reason of his
position as President of Commonwealth Financial Group, Inc., the Fund's
Distributor." Mr. Margolis is an interested person by reason of his position
as Managing Director of Public Financial Management, Inc., the Fund's
Investment Adviser and Administrator.
= Indicates current member of the Board of Directors.
As of June 15, 1996, none of the directors or nominees held any shares
of the Fund.
Five meetings of the Board of Directors were held during the fiscal
year ended March 31, 1996. Each director attended at least 75% of the total
number of meetings of the Board of Directors held during the period of such
fiscal year in which each director was a director of the Fund.
The fund does not have a standing audit committee or nominating
committee.
Executive Officer
In addition to its President (Mr. Laine) the Board has only the
following executive officer.
Name, Address and Principal Occupation or Number and Percentage
Position Employment of Shares Owned as of
with the Fund June 15, 1996
Arthur E. Anderson II Partner, McGuire Woods Battle & 0 (0%)
Secretary Boothe LLP, Richmond, Virginia.
Age 37.
Mr. Anderson has been Secretary of the Fund since October 1994. Mr.
Anderson's law firm has been counsel to the Fund since June 13, 1994 and co-
counsel since June 8, 1995. During the fiscal year ended March 31, 1996, Mr.
Anderson's firm received an aggregate of $19,000.00 in payment for legal
services. Aside from the fees paid to his firm, Mr. Anderson did not receive
any remuneration for serving as the Fund's Secretary.
Compensation of Directors
The Fund does not pay fees or other compensation to directors who are
"interested persons" as defined under the Investment Company Act of 1940.
The Fund pays Directors who are not interested persons an annual retainer of
$1,000 plus $250 per meeting attended. For the fiscal year ended March 31,
1996, the Fund paid fees in the aggregate amount of $4,500.00. Directors who
are not interested persons are also reimbursed for their out-of-pocket
expenses related to attendance at the Board meetings.
Recommendation of the Board of Directors and Required Vote
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND
ELECT ALL FIVE (5) NOMINEES FOR DIRECTORS.
Nominees receiving a plurality of the votes cast by holders of shares
present at the meeting in person or by proxy shall be elected as directors of
the Fund.
PROPOSAL 2: RATIFICATION OF INDEPENDENT ACCOUNTANTS.
The Board of Directors, including the directors who are not "interested
persons" of the Fund, has selected Price Waterhouse, Philadelphia,
Pennsylvania to act as the Fund's independent accountants for the fiscal year
ending March 31, 1997. Price Waterhouse has advised the Fund that it has no
direct or indirect financial interest in the Fund. This selection is subject
to ratification by the affirmative vote of a majority of the shares present,
in person or by proxy at the meeting. It is intended that the persons named
on the enclosed proxy card will vote in favor of Price Waterhouse; however,
the enclosed proxy card provides space for instructions directing the proxies
named therein to vote for or against ratification of the selection.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND
APPROVE THE RATIFICATION OF PRICE WATERHOUSE AS THE FUND'S INDEPENDENT
ACCOUNTANTS.
No representative of Price Waterhouse is expected to be present at the
Meeting.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may come
before the meeting.
Under Virginia law, the Fund is not required to hold annual meetings,
and does not intend to do so unless there are matters required to be acted
upon by shareholders. In the event the Fund holds an annual meeting, it will
inform shareholders thereof and the date by which proposals of shareholders
must be received for inclusion in the Proxy Statement and Form of Proxy for
the annual meeting. A shareholder proposal intended to be presented at any
meeting of shareholders of the Fund hereinafter called must be received by
the Fund a reasonable time before the Board of Director's solicitation
relating thereto is made in order to be included in the Fund's Proxy
Statement and Form of Proxy relating to that meeting and presented at the
meeting. The mere submission of a proposal by a shareholder does not
guaranty that this proposal will be included in the Proxy Statement because
certain rules under the federal securities laws must be complied with before
inclusion of the proposal is required.
IT IS lMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY FORM AS SOON AS POSSIBLE IN THE ENCLOSED STAMPED
ENVELOPE.
GENERAL INFORMATION
Public Financial Management, Inc., whose offices are located at
Governor's Plaza North, 2101 North Front Street, Building 3, Suite 200,
Harrisburg, Pennsylvania 17110, serves as the Fund's Investment Adviser and
Administrator. Public Financial Management, Inc., formerly a subsidiary of
Marine Midland Bank, has served as the Fund's investment adviser since March
15, 1994. In November 1995, all of the outstanding stock of Public Financial
Management, Inc. was purchased by a Pennsylvania corporation all of the shares
of which are held by individuals who are managing directors of Public
Financial Management, Inc., including Mr. Margolis, who has been nominated to
serve on the Fund's Board of Directors. The Fund's distributor is
Commonwealth Financial Group, Inc., 38 Cohasset Lane, Cherry Hill, New Jersey
08003.
