<PAGE>
File No. 811-04981
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Rule 14a-11(c) or Rule 14a-12
MORGAN GRENFELL SMALLCAP FUND, INC.
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement., if other than 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)(1) 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>
MORGAN GRENFELL SMALLCap FUND, INC.
885 Third Avenue
New York, New York 10022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
MORGAN GRENFELL SMALLCap FUND, INC.:
The Annual Meeting of Shareholders of Morgan Grenfell SMALLCap Fund, Inc.
will be held on Tuesday, April 18, 2000 at 9:30 a.m. at 885 Third Avenue, 32nd
Floor, New York, New York for the following purposes:
(1) To elect as a director of the Fund: Audrey M.T. Jones;
(2) To ratify the selection of KPMG LLP as Independent Certified Public
Accountants of the Fund for the fiscal year ending December 31, 2000;
and
(3) To transact such other business as may properly come before the Annual
Meeting and any adjournment or adjournments thereof.
YOUR DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR ALL PROPOSALS.
Shareholders of record at the close of business on February 14, 2000 will be
entitled to vote at the Annual Meeting or at any adjournment or adjournments
thereof.
It is important that you return your signed Proxy Card promptly, regardless
of the size of your holdings, so that a quorum may be assured thereby saving
your Fund the expense of additional proxy solicitations.
By order of the Board of Directors
Fran Pollack-Matz, Secretary
March 13, 2000
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Please complete, date and sign the Proxy Card for the shares held by you and
return the Proxy Card in the envelope provided so that your vote can be
recorded. No postage is required if the envelope is mailed in the United
States.
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<PAGE>
MORGAN GRENFELL SMALLCap FUND, INC.
885 Third Avenue
New York, New York 10022
(212) 230-2600
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PROXY STATEMENT
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This Proxy Statement is furnished in connection with the solicitation by the
board of directors of Morgan Grenfell SMALLCap Fund, Inc. (the "Fund").
Proxies will be voted at the Annual Meeting of Shareholders of the Fund to be
held on April 18, 2000 (the "Meeting"), and any adjournment or adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting. This Proxy Statement is being first mailed to shareholders on or
about March 13, 2000.
The Fund's Annual Report for the year ended December 31, 1999 was mailed to
shareholders on February 28, 2000. Copies of the Fund's most recent annual
report are available without charge upon request made in writing to Morgan
Grenfell, or by telephone to 1-800-550-6426.
As of February 14, 2000 there were 9,802,054 issued and outstanding shares
of common stock of the Fund. Shareholders will be entitled to one vote for
each share held. Only shareholders of record at the close of business on
February 14, 2000 will be entitled to vote at the Meeting.
Proposal 1
ELECTION OF DIRECTORS
Under the provisions of the Fund's articles and by-laws, the directors are
divided into three classes. It is intended that proxies not limited to the
contrary will be voted in favor of Ms. Audrey M.T. Jones as a director of the
class whose term is set to expire at the 2003 Annual Meeting (or special
meeting in lieu thereof). Ms. Jones presently serves as a director of the Fund
and has consented to being nominated herein and has indicated a willingness to
serve if elected. The Board of Directors of the Fund knows of no reason why
Ms. Jones would be unable to serve. However, if she should be unable to serve,
the proxies received will be voted for any other person designated to replace
the nominee by the Board of Directors. The by-laws of the Fund state that a
person receiving a plurality of the votes cast shall be elected as director.
<PAGE>
The following table presents certain information regarding the directors
(including the nominee), indicating their principal occupations, which, unless
specific dates are shown, are of more than five years duration, although the
titles may not have been the same throughout. An asterisk beside a director's
or nominee's name indicates that he or she is an "interested person" as
defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act") through his or her position with the Fund's investment advisor,
Deutsche Asset Management, Inc. (formerly Morgan Grenfell Inc.) (the
"Advisor"), 885 Third Avenue, New York, New York, 10022. The Fund's
administrator is also Deutsche Asset Management, Inc.
INFORMATION CONCERNING DIRECTORS
<TABLE>
<CAPTION>
Name, Age and First Shares of Percent
Position Became a Term Fund of
With the Fund Business Experience and Directorships Director Expiring Owned/(1)/ Class/(2)/
- ------------- ------------------------------------------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Audrey M.T. Jones*/(3)/ Managing Director, Director, Portfolio 1999 2003 9,760 0.099%
Age 54, President and Manager, Deutsche Asset Management.
Director; Nominee
Robert E. Greeley President, Page Mill Asset Management 1987 2002 1,270 0.013%
Age 68, Director (1986 to present); Manager, Corporate
Investments, Hewlett Packard (1979-1991).
Joseph J. Incandela, Private Investor (January 1999 to present); 1990 2002 527 0.005%
Age 53, Chairman Partner/Managing Director, Thomas H.
and Director Lee Co. (1992 to 1998).
Richard D. Wood, Consultant (October 1994 to present); 1987 2001 29,820 0.304%
Age 60, Director Chairman and President, Optical Radiation
Corp. (1969 to October 1994).
</TABLE>
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/(1)/ Shows all shares of Fund's common stock owned on February 14, 2000
beneficially, directly or indirectly. Such ownership includes voting and
investment control. This information, not being within the knowledge of the
Fund, has been furnished by each of the directors and officers. All directors
and officers as a group owned less than 1% of Fund shares.
/(2)/ Shows percentage of shares owned on February 14, 2000.
/(3)/ Ms. Jones was appointed to fill the vacancy created by James T.
Minnick's resignation. She replaced Mr. Minnick as a director whose term was
set to expire at the Year 2000 annual meeting.
<PAGE>
Information Concerning Committees and Meetings of Directors
The board of directors of the Fund met four times during the fiscal year
ended December 31, 1999 and each director attended at least 75% of the
meetings of the board and meetings of the committees on which such director
served.
Ms. Amy M. Olmert and Mr. Charles A. Rizzo comprise the Valuation Committee,
which was formed to consider and act upon all questions relating to valuation
of the securities in the Fund's portfolio which may arise between meetings of
the directors. The Fund has an Audit Committee consisting of Messrs. Greeley,
Wood and Incandela. Mr. Wood serves as Chairman of the Audit Committee. An
Audit Committee meeting was held on April 28, 1999 to make recommendations to
the board as to the firm of independent accountants to be selected, to review
the methods, scope and result of audits and audit fees charged, and to review
the Fund's internal accounting procedures and controls. The directors have a
Special Nominating Committee consisting of the directors who are not
"interested persons" (as defined by the Investment Company Act) of the Fund or
the Advisor (the "Disinterested Directors"). The Special Nominating Committee
is charged with the duty of making all nominations for disinterested members
of the board of directors to the directors. Shareholders' recommendations as
to nominees which are received by the Fund are referred to the Special
Nominating Committee for its consideration and action.
Compensation of Directors and Officers
The Fund pays no compensation to the Fund's officers. None of the Fund's
directors or officers has engaged in any financial transactions with the Fund
or the Advisor.
The following table sets forth all compensation paid to the Fund's directors
as of the Fund's most recent fiscal year:
<TABLE>
<CAPTION>
Aggregate Pension or Retirement Total Compensation from
Compensation Benefits Accrued as Part Fund and Other Funds
Name of Director from the Fund* of Fund's Expenses in Complex**
- ---------------- -------------- ------------------------ -----------------------
<S> <C> <C> <C>
Audrey M.T. Jones 0 0 0
Robert E. Greeley $15,500 0 $15,500
Joseph J. Incandela $15,500 0 $15,500
Richard D. Wood $16,000 0 $16,000
Patrick W.W. Disney*** 0 0 0
James T. Minnick*** 0 0 0
</TABLE>
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* As of the Fund's fiscal year end, December 31, 1999.
** None of the Directors receives any compensation from any other investment
company managed by or affiliated with the Advisor.
*** Messrs. Disney and Minnick resigned from the Board in 1999.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION
OF THE DIRECTOR.
<PAGE>
Proposal 2
RATIFICATION OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Pursuant to the Investment Company Act, at a meeting on February 18, 2000
called for such purpose, the board of directors of the Fund, including all of
the Disinterested Directors, unanimously selected KPMG LLP as independent
certified public accountants for the Fund's fiscal year ending December 31,
2000. The Fund has been advised that KPMG LLP does not have any direct or
material indirect financial interest in the Fund, nor has it had any
connection during the past three years with the Fund in the capacity of
promoter, underwriter, director, officer or employee.
Audit services performed by KPMG LLP for the Fund during the fiscal year
ended December 31, 1999 consisted of the examination of the financial
statements of the Fund, consultation on financial accounting and reporting
matters, review and consultation regarding various filings with the Securities
and Exchange Commission, including examination of answers to certain items in
the Fund's Annual Report filed with the Securities and Exchange Commission.
Representatives of KPMG LLP are not expected to be present at the meeting,
but have been given the opportunity to make a statement if they so desire and
will be available by telephone should any matter arise requiring their
presence.
Vote Required
The approval of Proposal 2 requires the affirmative vote of a majority of
the total number of votes entitled to be cast on the Proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF KPMG LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE FUND.
ADDITIONAL INFORMATION
Principal Holders
As of February 14, 2000, to the knowledge of the Fund, the following
shareholders owned beneficially or of record more than 5% of the outstanding
shares of the Fund.
<TABLE>
<CAPTION>
Title
of Name and Address of Amount and Nature of
Class Beneficial Owner Beneficial Ownership Percent of Class
- ----- -------------------------------------- -------------------- ----------------
<S> <C> <C> <C>
Common Deep Discount Advisors, Inc. 1,596,700 shares 16.3%
Stock One West Pack Square, Suite 777 Beneficial Ownership
Asheville, NC 28801
Common Ron Olin Investment Management Company 842,400 shares 8.6%
Stock One West Pack Square, Suite 777 Beneficial Ownership
Asheville, NC 28801
</TABLE>
<PAGE>
Executive Officers
The following table sets forth information with respect to the executive
officers of the Fund who are not directors. Each officer is elected annually
by the board of directors of the Fund and serves until the officer's successor
is elected and qualified, or until the officer's death, resignation or removal
by the board. Unless otherwise indicated, the business address of the
individuals named below is One South Street, Baltimore, MD 21202.
<TABLE>
<CAPTION>
Shares
Name and Position Principal Occupation(s) During Past of Fund
with Fund Five Years Owned/(1)/
----------------- ----------------------------------- ----------
<C> <S> <C>
John P. Callaghan Portfolio Manager, Deutsche Asset 0
Executive Vice President; Management (formerly Morgan
Age, 42 Grenfell Inc.) (1997 to present);
885 Third Avenue Portfolio Manager, Odyssey Partners
New York, NY 10022 (1996 to 1997); Partner and Principal;
Weiss Peck & Greer (1993 to 1996).
Edward J. Veilleux Executive Vice President, 0
Vice President Investment Company Capital Corp.
Age, 56 (April 1996 to present); Director,
Deutsche Asset Management (formerly
BT Alex. Brown Inc.) (October 1965
to present).
Amy M. Olmert Vice President, Deutsche Asset 0
Treasurer Management (formerly BT Alex.
Age, 36 Brown Inc.) (1997 to present);
Senior Manager, PricewaterhouseCoopers
LLP (1988-1997).
Joseph Parascondola Assistant Vice President, Deutsche 0
Assistant Treasurer; Asset Management (January 1999 to
Age, 36 present); Assistant Vice President,
150 South Independence Square Weiss, Peck & Greer (1995 to 1998).
West
Philadelphia, PA 19106
Fran Pollack-Matz Vice President, Deutsche Asset 0
Secretary Management (formerly BT Alex.
Age, 38 Brown Inc.) (1998 to present);
Senior Attorney, Securities and
Exchange Commission (1992 to 1998).
</TABLE>
/(1)/ Shows all shares of the Fund's common stock owned on February 14, 2000
beneficially, directly or indirectly. Such ownership includes voting and
investment control. This information, not being within the knowledge of the
Fund, has been furnished by each of the officers.
OTHER BUSINESS
As of the date of this Proxy Statement, the board of directors is not aware
of any matters that are to be presented for action at the Meeting other than
those described previously. Should other business properly be brought before
the Meeting, it is intended that the accompanying proxy will be voted thereon
in accordance with the judgment of the persons named as proxies.
Proposals of shareholders which are intended to be presented at the next
Annual Shareholders' Meeting must be received in writing by the Fund at 885
Third Avenue, New York, New York 10022 no later than November 5, 2000.
<PAGE>
PROXIES AND VOTING AT THE MEETING
Shareholders who executed proxies may revoke them at any time before they
are voted by written notice to the secretary of the Fund or by casting a vote
in person at the Meeting. All valid proxies received prior to the meeting, or
any adjournment or adjournments thereof, will be voted at the Meeting. Matters
on which a choice has been provided will be voted as indicated on the proxy,
and, if no instruction is given, the persons named as proxies will vote the
shares represented thereby for the election as director of the nominee named
in Proposal 1 and for the ratification of KPMG LLP as the Fund's independent
certified public accountants as set forth in Proposal 2 and will use their
best judgment in connection with the transaction of such other business as may
properly come before the Meeting or any adjournment or adjournments thereof.
In the event that at the time any session of the Meeting is called to order
a quorum is not present in person or by proxy, the persons named as proxies
may vote those proxies which have been received to adjourn the Meeting to a
later date. In the event that a quorum is present, but sufficient votes in
favor of either of Proposals 1 or 2 have not been received, the persons named
as proxies may propose one or more adjournments of the Meeting to permit
further solicitation of proxies with respect to those proposals. Any such
adjournment will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the Meeting to be adjourned.
The persons named as proxies will vote those proxies which they are entitled
to vote for Proposals 1 and 2 in favor of such an adjournment, and will vote
those proxies entitled to be voted against Proposals 1 and 2 against any such
adjournment. A shareholder vote may be taken on one or more of the proposals
in this Proxy Statement prior to such adjournment if sufficient votes for its
approval have been received and it is otherwise appropriate.
Shares of the Fund represented in person or by proxy (including shares which
abstain or do not vote with respect to one or more of the proposals presented
for shareholder approval) will be counted for purposes of determining whether
a quorum is present at the Meeting. Abstentions will be treated as shares that
are present and entitled to vote with respect to either proposal, but will not
be counted as a vote in favor of such proposal. Accordingly, an abstention
from voting on a proposal has no effect in determining whether the nominee in
Proposal 1 has been elected, but has the same effect as a vote against
Proposal 2. If a broker or nominee holding shares in "street name" indicates
on the proxy that it does not have discretionary authority to vote as to a
particular proposal, those shares will not be considered as present and
entitled to vote with respect to such proposal and are not considered to be
votes cast. Accordingly, broker non-votes have no effect on the voting in
determining whether the nominee in Proposal 1 has been elected and, because
shares represented by non-votes are considered outstanding shares, have the
same effect as a vote against Proposal 2.
GENERAL
The Fund will pay the cost of preparing, assembling and mailing the material
in connection with the solicitation of proxies, and will reimburse brokers,
nominees and similar record holders for their reasonable expenses incurred in
connection with forwarding proxy material to beneficial holders. In addition
to the solicitation by use of the mails, certain officers and employees of the
Fund, who will receive no compensation for their services other than their
regular salaries, may solicit the return of proxies personally or by telephone
or telegraph.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
MORGAN GRENFELL SMALLCap FUND, INC.
<PAGE>
Morgan Grenfell SMALLCap Fund, Inc.
885 Third Avenue - 32nd Floor
New York, New York 10022
ANNUAL MEETING OF SHAREHOLDERS APRIL 18, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Fran Pollack-Matz and Edward J. Veilleux,
and each of them, the proxies of the undersigned with power of substitution to
each of them, to vote all shares of Morgan Grenfell SMALLCap Fund, Inc. (the
"Fund") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Fund to be held at the offices of the Fund located at 885
Third Avenue, 32nd Floor, New York, New York 10022 on Friday, April 18, 2000 at
9:30 a.m. (eastern time) and any adjournment or adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSALS.
MORGAN GRENFELL SMALLCAP FUND, INC.
P.O. BOX 11377
NEW YORK, N.Y. 10203-0377
(Continued, and to be dated and signed on the other side.)
<PAGE>
1. To elect one (1) Director to the Fund's Board of Directors to serve until
the Fund's Annual Meeting in 2003.
The nominee is Audrey M.T. Jones
FOR the nominee [ ] VOTE WITHHELD for the nominee
named above [ ]
2. To ratify the selection of KPMG LLP as Independent Certified
Public Accountants for the fiscal year ending December 31, 2000.
FOR | | AGAINST | | ABSTAIN | |
Address Change and/or
Comments Mark Here | |
Please sign exactly as your name or names appear in
the box on the left. When signing as attorney,
executor, administrator, trustee or guardian, please
give your 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: 2000
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(Signature(s) of Shareholder(s))
Votes MUST be indicated (x) in Black or Blue
Sign, Date and Return this Proxy in the Enclosed
Envelope. ink. | |
