<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Blue Chip Value Fund, Inc.
-------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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>
BLUE CHIP VALUE FUND, INC.
1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202
Denver, Colorado
April 9, 1999
To Our Stockholders:
It is our pleasure to invite you to your Fund's Annual Meeting of
Stockholders to be held at the Westin Tabor Center, 1672 Lawrence Street,
Denver, Colorado, on Thursday, May 13, 1999, at 12:00 noon (Mountain time).
Formal notice of the meeting appears on the next page and is followed by the
Proxy Statement.
We hope you will find it convenient to attend, but we urge you, in any
event, to complete and return the enclosed proxy card in the envelope
provided. If you do attend, you may vote in person if you so desire.
The Annual Report of the Blue Chip Value Fund, Inc. for the year ended
December 31, 1998, has previously been mailed to stockholders of record. It is
enclosed with this mailing to beneficial owners of the Fund's stock who may
not have previously received it. The Annual Report is not to be considered
proxy soliciting material.
Sincerely,
/s/ Kenneth V. Penland
Kenneth V. Penland, C.F.A.
Chairman
YOUR VOTE IS IMPORTANT
We consider the vote of each Stockholder important, whatever the number of
shares held. If you are unable to attend the meeting in person, please sign,
date, and return your proxy in the enclosed envelope at your earliest
convenience. The prompt return of your proxy will save expense to your Fund.
<PAGE>
BLUE CHIP VALUE FUND, INC.
1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
Denver, Colorado
April 9, 1999
To the Stockholders of
Blue Chip Value Fund, Inc.:
The Annual Meeting of Stockholders of Blue Chip Value Fund, Inc. (the
"Fund") will be held at the Westin Tabor Center, 1672 Lawrence Street, Denver,
Colorado, on Thursday, May 13, 1999, at 12:00 noon (Mountain time), for the
following purposes:
1. To elect two (2) Class II directors to serve until the Annual Meeting of
Stockholders in the year 2002 and until the election and qualification
of their successors.
2. To ratify the appointment by the Board of Directors of Ernst & Young LLP
as the Fund's independent auditors for its fiscal year ending December
31, 1999.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The subjects referred to above are discussed in the Proxy Statement attached
to this Notice. Each Stockholder is invited to attend the Annual Meeting in
person. Holders of record at the close of business on March 25, 1999 are
entitled to receive notice of and to vote at the Meeting. IF YOU CANNOT BE
PRESENT AT THE ANNUAL MEETING, WE URGE YOU TO FILL IN, SIGN, AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR
YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN COMPLETING AND RETURNING YOUR PROXY PROMPTLY.
/s/ W. Bruce McConnel, III
W. Bruce McConnel, III
Secretary
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
OF
BLUE CHIP VALUE FUND, INC.
1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202
----------------
PROXY STATEMENT
----------------
April 9, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Blue Chip Value Fund, Inc. (the "Fund")
for use at the Fund's Annual Meeting of Stockholders to be held at the Westin
Tabor Center, 1672 Lawrence Street, Denver, Colorado, on Thursday, May 13,
1999, at 12:00 noon (Mountain time), and at any adjournment thereof (the
"Meeting").
Any person giving a proxy may revoke it at any time prior to its use. Signed
proxies received by the Fund in time for voting and not so revoked will be
voted in accordance with the directions specified therein. The Board of
Directors recommends a vote FOR the election of Directors as listed and FOR
Proposal 2. If no specification is made, the proxy will be voted for the
election of Directors as listed and for Proposal 2.
Costs of soliciting proxies will be borne by the Fund. Morrow & Co. has been
retained to solicit proxies in connection with the Meeting for a fee of
approximately $4,500. It is anticipated that banks, brokerage houses, and
other custodians will be requested on behalf of the Fund to forward
solicitation material to their principals to obtain authorizations for the
execution of proxies. In addition to soliciting proxies by use of the mail,
some of the officers of the Fund and persons affiliated with Denver Investment
Advisors LLC, the Fund's investment adviser, may, without remuneration,
solicit proxies personally or by telephone or telefax.
On March 25, 1999, the record date for determining the Stockholders entitled
to vote at the Meeting, there were outstanding 16,739,526 shares of common
stock, constituting all of the Fund's outstanding voting securities. Each
share of common stock is entitled to one vote. This Proxy Statement, the
accompanying Notice of Annual Meeting of Stockholders, and the enclosed proxy
are being mailed on or about April 9, 1999 to Stockholders of record on the
record date.
The Fund prepares and mails to its Stockholders financial reports on a semi-
annual basis. The Fund will furnish to Stockholders upon request, without
charge, copies of its Annual Report to Stockholders, containing audited
financial statements for the fiscal year ended December 31, 1998. Requests for
such Annual Report should be directed to Mr. Jasper R. Frontz, Treasurer, Blue
Chip Value Fund, Inc., 1225 Seventeenth Street, 26th Floor, Denver, Colorado
80202 or telephone toll-free (800) 624-4190. The Annual Report is not to be
regarded as proxy soliciting material.
1. NOMINEES FOR ELECTION AS DIRECTORS
The Fund's By-Laws provide that the Board of Directors shall consist of
three classes of members. Directors are chosen for a term of three years and
the term of one class of directors expires each year. The Board of Directors
has designated two candidates, who are presently directors of the Fund, for
whom proxies solicited by the Fund will be voted if requisite authority is
granted. In order for any other person to be nominated for election to the
Board of Directors at this Meeting, the By-Laws require the proposed nominee
to notify the Fund in writing by the tenth day following the day on which
notice of the Meeting is mailed and to provide such written information to the
Fund as its Secretary may reasonably require. This Proxy Statement is expected
to be mailed on April 9, 1999, and, if such occurs, any such notice must be
received by the Fund on or before April 19, 1999.
<PAGE>
The following table sets forth by class the nominees and the other
directors, their ages, principal occupations for the past five or more years,
and any other directorships they hold in companies which are subject to the
reporting requirements of the Securities Exchange Act of 1934 or are
registered as investment companies under the Investment Company Act of 1940,
as amended (the "1940 Act").
NOMINEES FOR CLASS II DIRECTORS--to be elected for a term of three years until
the Annual Meeting in the year 2002.
ROBERT M. INMAN
1450 South Clayton Street, Denver, Colorado 80210
Director of the Fund
Real Estate Investment Advisor and Consultant (since 1988) (real estate
development and construction); former Director, First National Bank of Parker,
N.A., Parker, Colorado. Age 58.
RICHARD C. SCHULTE
34507 Squaw Pass Road, Evergreen, Colorado 80439
Director of the Fund
Private Investor; until 1996, President, Transportation Service Systems, Inc.
(since 1993); Employee, Southern Pacific Lines, Denver, Colorado (since 1993).
Prior thereto, Employee, Rio Grande Industries, Denver, Colorado (holding
company) (since 1991), Vice President Finance and Treasurer, Rio Grande
Holdings, Inc., Denver, Colorado (since 1990), and Vice President, Denver &
Rio Grande Western Railroad Company, Denver, Colorado. Age 54.
OTHER DIRECTORS:
CLASS III DIRECTORS--term expires in the year 2000.
KENNETH V. PENLAND, C.F.A.*
1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202
Chairman of the Board and Director of the Fund
Chairman and Executive Manager, Denver Investment Advisors LLC (since 1995);
prior thereto Chairman of the Board and Director of Research, Denver
Investment Advisors, Inc.; and President Westcore Funds. Age 56.
ROBERTA M. WILSON, C.F.A.
9268 Weld County Road, #28, Platteville, Colorado 80651
Director of the Fund
Retired; until July 1998, Director of Finance, Denver Board of Water
Commissioners, Denver, Colorado. Age 55.
CLASS I DIRECTORS--term expires in the year 2001.
TODGER ANDERSON, C.F.A.*
1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202. Director and
President of the Fund.
President and Executive Manager, Denver Investment Advisors LLC (since 1995);
prior thereto, President and director of Portfolio Management, Denver
Investment Advisors, Inc.; Portfolio Manager, Westcore MIDCO Growth Fund
(since 1986).
- --------
* Messrs. Anderson and Penland are "interested persons" of the Fund, as that
term is defined in the 1940 Act, because Messrs. Anderson and Penland are
officers and executive managers of the investment adviser and officers and
directors of the Fund.
2
<PAGE>
ROBERT J. GREENEBAUM
828 Kimballwood Lane, Highland Park, Illinois 60035
Director of the Fund
Independent Consultant; Director, United Asset Management Corp., Boston,
Massachusetts; former Chairman of the Board and Director, Selected American
Shares, Inc. and Selected Special Shares, Inc., Santa Fe, New Mexico; former
Chairman of the Board and Trustee, Selected Capital Preservation Trust, Santa
Fe, New Mexico. Mr. Greenebaum provides consulting services from time to time
to Denver Investment Advisors LLC. Age 81.
Messrs. Penland and Inman and Ms. Wilson have served as directors of the
Fund since its organization and were elected by the initial Stockholders of
the Fund. Mr. Schulte has served as a director of the Fund since October 21,
1987 when he was appointed to the Board to fill a vacancy created when the
Board, in accordance with the Fund's By-Laws, increased the number of
directors comprising the Board from three to four. Mr. Greenebaum was elected
to the Board of Directors at the 1988 Annual Meeting of Stockholders to fill a
vacancy created when the number of directors was increased from four to six.
Mr. Anderson, who has been President of the Fund since its organization,
previously served as a director of the Fund from May 12, 1988 to March 31,
1995. Mr. Anderson resigned on March 31, 1995 because of a change in control
of the Fund's investment adviser, and in order to comply with the provisions
of Section 15(f) of the 1940 Act that at least 75% of the directors of the
Fund were required to be disinterested directors for a period of three years
following the change in control. Mr. Anderson was re-elected to the Board of
Directors at the 1998 Annual Meeting of Stockholders.
No director or officer of the Fund who is also a director, officer, or
employee of the investment adviser or any of its parents, received any
remuneration from the Fund during 1998. The other directors taken as a group
were either paid or had accrued directors' fees for 1998 from the Fund in the
aggregate amount of $48,000.
In 1998 the directors received an annual retainer of $6,000 for serving as
directors, plus a meeting fee of $1,500 for each regular Board meeting
attended. The Fund expects the basis of such compensation will be the same
during 1999. The Board of Directors held four regularly scheduled meetings and
two special meetings during the year ended December 31, 1998. Each of the
directors attended at least 75% of the meetings.
The following table provides information concerning the compensation of each
of the Fund's directors for services rendered during the Fund's fiscal year
ended December 31, 1998:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Pension or Total
Aggregate Retirement Benefits Estimated Compensation
Compensation Accrued as Part of Annual Benefits From Fund
Name of Person From Fund Fund Expenses Upon Retirement Paid to Directors
-------------- ------------ ------------------- --------------- -----------------
<S> <C> <C> <C> <C>
Todger Anderson(/1/).... $ -0- $-0- $-0- $ -0-
Robert J. Greenebaum.... $12,000 $-0- $-0- $12,000
Robert M. Inman......... $12,000 $-0- $-0- $12,000
Kenneth V. Penland...... $ -0- $-0- $-0- $ -0-
Richard C. Schulte...... $12,000 $-0- $-0- $12,000
Roberta M. Wilson....... $12,000 $-0- $-0- $12,000
</TABLE>
- --------
(/1/)Mr. Anderson was elected to the Board of Directors on May 12, 1998.
Drinker Biddle & Reath LLP, of which W. Bruce McConnel, III, Secretary of
the Fund, is a partner, received legal fees during the fiscal year ended
December 31, 1998 for services rendered as the Fund's legal counsel.
3
<PAGE>
The Fund has a standing Audit Committee of the Board composed of Messrs.
Inman, Greenebaum and Schulte, and Ms. Wilson. The functions of the Audit
Committee are to meet with the Fund's independent auditors to review the scope
and findings of the annual audit, discuss the Fund's accounting policies,
discuss any recommendation of the independent auditors with respect to the
Fund's management practices, review the impact of changes in accounting
standards upon the Fund's financial statements, recommend to the Board of
Directors the selection of independent auditors, and perform such other duties
as may be assigned to the Committee by the Board of Directors. The Audit
Committee met one time in 1998, and all members of the Audit Committee were
present.
The Board of Directors recommends that Stockholders vote FOR the election of
Messrs. Inman and Schulte as Class II directors to serve until the Annual
Meeting of Stockholders in the year 2002 and until the election and
qualification of their successors.
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Stockholders are asked to act upon a proposal to ratify the appointment
by the directors of Ernst & Young LLP as the Fund's independent auditors for
the fiscal year ending December 31, 1999.
For the fiscal year ended December 31, 1998, Ernst & Young LLP performed
both audit and non-audit services for the Fund. Services consisted of audits
of the Fund's financial statements and review and consultation in connection
with filings with the Securities and Exchange Commission. Related services
consisted of a review of the Fund's status under Subchapter M of the Internal
Revenue Code of 1986.
Representatives of Ernst & Young LLP are expected to be present at the
Meeting with the opportunity to make a statement, if they desire to do so, and
be able to respond to appropriate questions from Stockholders.
The Board of Directors recommends that Stockholders vote FOR the
ratification of Ernst & Young LLP as the Fund's independent auditors for its
fiscal year ending December 31, 1999.
VOTES REQUIRED FOR THE ELECTION OF DIRECTORS AND
APPROVAL OF MATTERS AT THE MEETING
A quorum for the transaction of business at the Meeting is constituted by
the presence in person or by proxy of holders of a majority of the outstanding
shares of common stock of the Fund. If a Proxy is properly executed and
returned accompanied by instructions to withhold authority, or is marked with
an abstention, the shares represented thereby will be considered to be present
at the Meeting for purposes of determining the existence of a quorum for the
transaction of business. In the election of directors, the nominees receiving
the highest number of votes cast at the Meeting will be elected, assuming that
each receives the votes of a majority of the outstanding shares of common
stock. The withholding of voting authority with respect to the election of a
director means that the shares withheld will not be counted toward the
required majority. Approval of Proposal 2 requires the affirmative vote of the
holders of a majority of the votes cast at the Meeting. Under Maryland law,
abstentions do not constitute a vote "for" or "against" a matter and will be
disregarded in determining the "votes cast" on an issue. 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 deemed to be abstentions. An
abstention will have no effect (i.e. will not be considered a vote "for" or "
against") with respect to Proposal 2.
3. OTHER BUSINESS
The Management of the Fund does not know of any other matters to be brought
before the Meeting. If such matters are properly brought before the Meeting,
proxies not limited to the contrary will be voted in accordance
4
<PAGE>
with the best judgment of the person or persons acting thereunder. To propose
any business for consideration at this Meeting (other than matters included in
this Proxy Statement), the By-Laws require a Stockholder to notify the Fund in
writing by the tenth day following the day on which notice of the meeting is
mailed and to provide such written information to the Fund as its Secretary
may reasonably require. This Proxy Statement is expected to be mailed to
Stockholders on April 9, 1999, and, if such occurs, any such notice must be
received by the Fund on or before April 19, 1999.
ADDITIONAL INFORMATION
Investment Adviser
Denver Investment Advisors LLC ("DIA LLC") serves as investment adviser for
the Fund and is located at 1225 Seventeenth Street, 26th Floor, Denver, CO
80202.
Administrator
American Data Services, Inc. serves as administrator for the Fund and is
located at Hauppauge Corporate Center, 150 Motor Parkway, Suite 109,
Hauppauge, NY 11788.
Management
Information concerning the names, ages, positions with the Fund, current
affiliations, and principal occupations of the principal officers of the Fund,
other than Messrs. Anderson and Penland, is set out below. Information
concerning Messrs. Anderson and Penland is set forth on page 2.
VARILYN K. SCHOCK, C.F.A.
Vice President of the Fund
Vice President and Member, Denver Investment Advisors LLC (since 1995); prior
thereto Vice President, Quantitative Strategies, Denver Investment Advisors,
Inc. (since 1991); Portfolio Manager, Westcore Blue Chip Fund (since 1991) and
Westcore Small-Cap Opportunity Fund (since 1993). Age 37.
W. BRUCE McCONNEL, III
Secretary of the Fund
Partner of the law firm of Drinker Biddle & Reath LLP, Philadelphia,
Pennsylvania. Age 56.
JASPER R. FRONTZ, C.P.A.
Treasurer of the Fund
Director of Mutual Fund Administration, Denver Investment Advisors LLC (since
1997); prior thereto, Fund Controller, ALPS Mutual Fund Services, Inc. (1995-
1997); Senior Accountant, Deloitte & Touche LLP (1991-1995); Treasurer,
Westcore Funds (since 1997). Age 30.
Officers of the Fund are elected by the Board of Directors and, subject to
the earlier termination of office, each officer holds office for the term of
one year and until his or her successor is elected and qualified. Messrs.
Penland, Anderson and McConnel have served as officers of the Fund since its
inception and were initially elected at the organizational meeting of the Fund
on February 4, 1987. Ms. Schock has served as an officer of the Fund since
November 13, 1991. Mr. Frontz has served as an officer of the Fund since
November 11, 1997.
5
<PAGE>
Security Ownership
The following table sets forth, as of January 31, 1999, beneficial ownership
of the Fund's shares by (1) each director and (2) all directors and officers
as a group:
<TABLE>
<CAPTION>
Number of Shares Percent
Beneficially Owned(/1/) of Class
Name ----------------------- --------
<S> <C> <C>
Kenneth V. Penland............................. 181,871(/2/) 1.1%
Robert J. Greenebaum........................... 10,813 *
Robert M. Inman................................ 5,531 *
Richard C. Schulte............................. 2,255(/3/) *
Roberta M. Wilson.............................. 3,047(/4/) *
Todger Anderson................................ 86,140 *
All directors and officers as a group.......... 294,501 1.8%
</TABLE>
- --------
(/1/Unless)otherwise indicated the beneficial owner has sole voting and
investment power.
(/2/Including)55,537 shares held by Mr. Penland, 71,833 shares owned by Mr.
Penland's wife, 20,469 shares jointly owned by Mr. Penland and his wife,
and 34,032 shares owned in a trust for Mr. Penland's daughter.
(/3/These)shares include 1,130 that are owned by Mr. Schulte's wife.
(/4/)These shares are owned jointly by Ms. Wilson and her husband.
(*) Less than 1%.
Stockholder Proposals--Annual Meeting in the Year 2000
A Stockholder who intends to present a proposal which relates to a proper
subject for Stockholder action at the Annual Meeting of Stockholders in the
year 2000, and who wishes such proposal to be considered for inclusion in the
Fund's proxy materials for such meeting, must cause such proposal to be
received, in proper form, at the Fund's principal executive offices no later
than November 30, 1999. Any such proposals, as well as any questions relating
thereto, should be directed to the Fund to the attention of its President.
April 9, 1999
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
6
<PAGE>
FORM OF PROXY CARD
BLUE CHIP VALUE FUND, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF BLUE CHIP VALUE FUND,
INC. (THE "FUND") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
MAY 13, 1999 AT 12:00 NOON AT THE WESTIN TABOR CENTER, 1672 LAWRENCE STREET,
DENVER, COLORADO.
The undersigned hereby appoints Steven G. Wine and Louis J. Kahanek, and each
of them, with full power of substitution, as proxies of the undersigned to vote
at the above-stated Annual Meeting, and all adjournments thereof, all shares of
common stock held of record by the undersigned on the record date for the
Meeting, upon the following matters, and upon any other matter which may
properly come before the Meeting, at their discretion.
1. Election of Directors: Robert M. Inman,
Richard C. Schulte
____ FOR both nominees listed above (except as marked to the contrary)
____ WITHHOLD AUTHORITY to vote for both nominees listed above
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write the name on the line provided below.)
____________________________________
2. Proposal to ratify the selection of Ernst & Young LLP as independent
auditors for the Fund for its fiscal year ending December 31, 1999.
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Meeting.
<PAGE>
Every properly signed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as GRANTING authority to vote
FOR the election of directors and FOR Proposal 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY. Receipt of
Notice of Annual Meeting and Proxy Statement is
hereby acknowledged.
__________________________________________________
Sign here exactly as name(s) appear(s) on left
Date: ____________________________________________
IMPORTANT - Joint owners must EACH sign. When
signing as attorney, trustee, executor,
administrator, guardian, or corporate officer,
please give your FULL Title.
