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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:
/ / Confidential, for
/ / Preliminary Proxy Statement use of the Commission
/X/ Definitive Proxy Statement only (as permitted by
/ / Definitive Additional Materials Rule 14a-6(e)(2)).
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Advance Capital I, Inc.
(Name of Registrant as Specified in Its Charter)
Robert J. Cappelli
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
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 material.
/ / 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:
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ADVANCE CAPITAL I, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on July 27, 1995
The Annual Meeting of Shareholders of ADVANCE CAPITAL I, INC.
(the Company), will be held at the Radisson Hotel, 1500 Town
Center, Southfield, Michigan, on July 27, 1995 at 10:00 A.M.
(Eastern Daylight Time). The following matters will be acted upon
at that time:
1. To elect four Directors to hold office until the next
Annual Meeting of Shareholders or until their successors
have been elected and qualified;
2. To ratify the selection of Price Waterhouse, L.L.P. as
independent public accountants of the Company for the
fiscal year ending December 31, 1995;
3. To transact such other business as may properly come
before the meeting and any adjournments thereof.
Shareholders of record at the close of business on May 31,
1995, are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Robert J. Cappelli, Secretary
One Towne Square, Suite 444
Southfield, Michigan 48076
June 27, 1995
YOUR VOTE IS IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
SHAREHOLDERS ARE URGED TO DESIGNATE THEIR CHOICES ON EACH OF THE
MATTERS TO BE ACTED UPON AND TO SIGN, DATE AND RETURN THE ENCLOSED
PROXY IN THE POSTAGE PAID ENVELOPE PROVIDED.
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ADVANCE CAPITAL I, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 27, 1995
INTRODUCTION
This proxy statement is furnished in connection with the
solicitation by the Board of Directors (the Board) of Advance
Capital I, Inc. (the Company) of proxies to be voted at the Annual
Meeting of Shareholders (the Meeting) of the Company to be held at
the Radisson Hotel, 1500 Town Center, Southfield, Michigan, on July
27, 1995 at 10:00 A.M. (Eastern Daylight Time), and at any
adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders.
The cost of soliciting proxies will be borne by the Company.
In addition, certain Officers and Directors of the Company and of
Advance Capital Management, Inc. the Company's investment adviser
(none of whom will receive additional compensation thereof) may
solicit proxies in person or by telephone or mail.
All shares represented by the enclosed proxy will be voted in
the manner specified therein, and if no specification is made, such
shares will be voted for the nominees for Directors hereinafter
listed and for Proposal (2). The vote of a majority of the
outstanding voting securities, voting in aggregate without regard
to class, is necessary to determine the election of Directors and
Proposal (2). A "majority" is defined by the Investment Company
Act of 1940 as the vote, "(A) of 67 per centum or more of the
voting securities present at such meeting, if the holders of more
than 50 per centum of the outstanding voting securities of such
company are present or represented by proxy; or (B) of more than 50
per centum of the outstanding voting securities of such company
whichever is the less." Abstentions are counted for purposes of
determining whether a quorum is present, but do not represent votes
cast with respect to any Proposal.
Execution of the enclosed proxy will not affect a
shareholder's right to attend the meeting and vote in person, and
a shareholder giving a proxy has the power to revoke it (by written
notice to the Company at P.O. Box 3144, Southfield, Michigan 48037,
execution of a subsequent proxy, or oral revocation at the meeting)
at any time before it is exercised.
The approximate date on which this Proxy Statement and form of
proxy is first being mailed to shareholders of the Funds is June
27, 1995.
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Each Company share and each fractional share outstanding at
the close of business on May 31, 1995, is entitled to one vote for
each full share held and a fractional vote for each fractional
share held on each matter. As of May 31, 1995, 1,808,395.219 Class
A shares, 428,771.440 Class B shares, 4,440,060.232 Class C shares,
129,413.147 Class D shares and 12,206,248.474 Class E shares, all
with a $.001 par value, were outstanding.
As of May 31, 1995 the following individuals were known to own
of record or beneficially 5 percent or more of the outstanding
shares of the Company or of the particular Class of shares:
Name and Address Shares Percent
Classes
A, C & E Nothing to report
Class B Dezena Mary Houghton 21,446 5.0%
Revocable Living Trust
13558 Ward Street
Southgate, MI 48195
Class D Donna Marie Bobcean 9,557 7.4%
23368 Duprey
Macomb, MI 48042
Cecile E. Carter 7,106 5.5%
365 Sand Point
Mead, OK 73449
Albert A. Less, Jr. 9,835 7.6%
2324 Grove Park
Fenton, MI 48430
Ann F. Mienaltowski 8,212 6.4%
13573 Kingsville
Sterling Heights, MI 48312
Thomas J. Mitchell 6,765 5.2%
12102 Dunham Road
Hartland, MI 48353
John P. Nagro 6,983 5.4%
816 Spooner Court
DePere, WI 54115
Gerald R. Rice 7,342 5.7%
1912 Norwood Drive
Midland, MI 48640
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PROPOSAL 1: ELECTION OF DIRECTORS
The Board has the overall responsibility for establishing
broad corporate policies and for overseeing the overall performance
of the Company. However, it is not involved in the day-to-day
operating details. Members of the Board are kept informed of the
business of the Company by participating in quarterly Board
meetings where previously furnished detailed analyses and reports
are reviewed and discussed by the Company's President and other
officers.
The Board meetings are regularly scheduled for the fourth
Friday of the months of January, April, July and October. All
Directors were present at all meetings during the 1994 year. The
Company does not have any committees of the Board.
At the Meeting, four Directors are to be elected to hold
office until the next annual meeting of shareholders or until their
successors are elected and qualified. All of the Board members,
with the exception of Joseph A. Ahern, have been previously
presented to the shareholders for election.
All of the nominees have consented to serve, if elected, and
no circumstances now known will prevent any of the nominees from
serving. If any nominee should be unable or unwilling to serve,
the persons named in the proxy will exercise their voting power in
favor of such other person or persons as the Board of Directors of
the Company may recommend. Certain information concerning nominees
is set forth below.
Name, Position with Principal Occupations or
the Company, and Age Employment During Past Five Years
Joseph A. Ahern, Esquire Attorney and Partner, Stark, Reagan
Director Nominee 1995 & Finnerty, P.C.
Age 37
Richard W. Holtcamp General Manager Marketing, Michigan
Director since 1989 Bell Telephone; Director-Music
Age 61 Hall, Detroit, Michigan;
Consultant, Fishburn & Company.
John C. Shoemaker * President and Director of Advance
President and Director Capital I, Inc.; President of
since inception (1987) Advance Capital Management, Inc.,
Age 49 the Company's Investment Adviser.
Frank R. Zimmerman President, Illinois Bell Telephone
Director since 1991 Co.; Senior Vice President,
Age 63 Corporate Affairs, Ameritech.
* "Interested person" of the Company as defined in the
Investment Company Act of 1940.
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Ownership of Advance Capital I Shares
The following table provides information regarding shares
beneficially owned, directly or indirectly, by the Directors of the
Company as of May 31, 1995.
Name of Beneficial Owner Shares Percent
Class A William R. Gustaferro 4,996 *
Richard W. Holtcamp 1,089 *
John C. Shoemaker 19,837 1.1%
Frank R. Zimmerman 4,291 *
Class B John C. Shoemaker 6,993 1.6%
Class C William R. Gustaferro 2,481 *
Richard W. Holtcamp 2,397 *
Class E William R. Gustaferro 2,656 *
* Less than 1.0%
Shares beneficially owned, directly or indirectly, by the
Directors and Officers as a group are 62,567, 10,450, 4,878 and
2,656 shares representing 3.5%, 2.4%, 0.1% and 0.02% of Class A,
Class B, Class C and Class E stock, respectively.
Compensation of Directors and Executive Officers
Certain information concerning the executive officers of the
Company is set forth below.
Name, Office Held Principal Occupations or
with the Company, Age Employment During Past Five Years
John C. Shoemaker President and Director, Advance
President Capital I, Inc.; President,
Age 49 Advance Capital Management, Inc.
Raymond A. Rathka Vice-President, Advance Capital I,
Vice-President Inc.; President, Advance Capital
Age 65 Group, Inc.;
Robert J. Cappelli Secretary and Treasurer, Advance
Secretary and Treasurer Capital I, Inc.; President,
Age 43 Advance Capital Services, Inc.
All executive officers have held office since the inception of
the Company (1987), with the exception of Mr. Cappelli who was
appointed as Secretary at inception and Treasurer in 1992.
The Officers of the Company receive no direct compensation
from the Company. Certain Officers and Directors of the Company
are also Officers and Directors of; 1) Advance Capital Management,
Inc. (MANAGEMENT), the investment adviser, 2) Advance Capital
Services, Inc., (SERVICES) the Company's distributor of fund shares
and Advance Capital Group, Inc. (GROUP), the Company's
administrator, transfer agent and dividend disbursing agent. GROUP
and its subsidiaries pay the salaries of the Company's officers.
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John C. Shoemaker is President of the Company and a Director.
He receives no compensation from the Company for his service as a
Director.
Only the independent Directors (those Directors who are not
"interested persons" as that term is defined by the Investment
Company Act of 1940), Messrs. Gustaferro, Holtcamp, and Zimmerman
receive compensation from the Company for their service as
Directors. During 1994, fees for the independent Directors were
set at $1,000 annually plus $100 for each meeting attended. The
aggregate fees paid to all Directors as a group for the year ended
December 31, 1994, totaled $4,200. Directors were also reimbursed
for expenses incurred in attending the meetings.
The Board recommends that you vote FOR the nominees.
PROPOSAL 2: SELECTION OF ACCOUNTANTS
The members of the Board, including a majority who are not
"interested persons" of the Company (as that term is defined in the
Investment Company Act of 1940), by a vote cast in person, have
selected Price Waterhouse, L.L.P. to serve as independent
accountants for the fiscal year ending December 31, 1995, subject
to the ratification by the Company's shareholders at the Meeting.
The accounting firm of Price Waterhouse, L.L.P. has no direct
financial interest or material indirect financial interest in the
Company. Representatives of Price Waterhouse, L.L.P. are not
expected to attend the Meeting, but a representative would have an
opportunity to make a statement if he chose to attend.
On May 22, 1995, Correll Porvin Associates, who audited the
Company's books since the Company's inception, resigned as the
independent accountants. The reports of Correll Porvin Associates
on the financial statements for the past two fiscal years, December
31, 1993 and 1994, contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principle. In connection with its audits for
the two most recent fiscal years, December 31, 1993 and 1994, there
have been no principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if
not resolved to the satisfaction of Correll Porvin Associates would
have caused them to make reference thereto in their report on the
financial statements for such years. During the two most recent
fiscal years and through May 22, 1995, there have been no
reportable events (as defined in Regulation S-K Item 304(a)(1)(v))
with Correll Porvin Associates. The Board has approved the
decision to change independent accountants.
The Registrant engaged Price Waterhouse, L.L.P. as its new
independent accountants as of June 16, 1995. During the two most
recent fiscal years and through June 16, 1995, the Registrant has
not consulted with Price Waterhouse, L.L.P. on items which (1) were
or should have been subject to SAS 50 or (2) concerned the subject
matter of a disagreement or reportable event with the former
auditor (as described in Regulation S-K Item 304(a)(2)).
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The following summarizes Price Waterhouse's accounting
services for the year ending December 31, 1995: audit of annual
statements; assistance with filing the Company's registration
statement and semi-annual reports with the Securities and Exchange
Commission (Forms N-1A and N-SAR); and routine consultation on
financial accounting and reporting matters.
The Board annually reviews the scope of services to be
provided by the independent accountants and considers the effect,
if any, that performance of any non-audit services might have on
audit independence.
The affirmative vote of a majority of shares present and
voting at the Meeting is required to ratify the selection of Price
Waterhouse, L.L.P.
The Board recommends that the shareholders vote FOR the
ratification of the selection of independent accountants.
PROPOSAL 3: OTHER BUSINESS
The management of the Company knows of no other business which
may come before the meeting. However, if any additional matters
are properly presented at the meeting, it is the intention of the
persons named in the accompanying proxy to vote on such matters in
accordance with their best judgment.
INVESTMENT ADVISER, DISTRIBUTOR AND ADMINISTRATOR
The Company's investment adviser, Advance Capital Management,
Inc. (MANAGEMENT), is a Michigan corporation established in 1986
for the purpose of providing investment management services.
MANAGEMENT is a registered investment adviser with the Securities
and Exchange Commission. MANAGEMENT charged investment advisory
fees to the Company of $741,603 for 1994. MANAGEMENT is a wholly-
owned subsidiary of Advance Capital Group, Inc.
T. Rowe Price Associates, Inc. is a Maryland corporation that
serves as the investment sub-adviser to the Company. Its
headquarters are located at 100 East Pratt Street, Baltimore, MD
21202.
The Company's distributor, Advance Capital Services, Inc.
(SERVICES), is a financial services company established in 1986
that is a licensed National Association of Securities Dealers, Inc.
broker-dealer. SERVICES charged distribution fees to the Company
of $304,034 for 1994. SERVICES is a wholly-owned subsidiary of
Advance Capital Group, Inc.
The Company's administrator, transfer agent and dividend
disbursing agent is Advance Capital Group, Inc. (GROUP). GROUP
waived reimbursement of its administrative, transfer agent and
dividend disbursing agent expenses. The total of these expenses
approximated $18,600 for 1994.
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The owners of GROUP and the Directors and Officers of
MANAGEMENT and SERVICES are the same three individuals, Raymond A.
Rathka, John C. Shoemaker, and Robert J. Cappelli. The address for
all three companies and their officers is One Towne Square, Suite
444, Southfield, Michigan, 48076. The following chart shows the
ownership and control of these three firms and of the Company as
well.
Position GROUP SERVICES MANAGEMENT COMPANY
Owners Cappelli GROUP GROUP Shareholders
Rathka
Shoemaker
Directors Cappelli Cappelli Cappelli Gustaferro
Rathka Rathka Rathka Holtcamp
Shoemaker Shoemaker Shoemaker
Zimmerman
President Rathka Cappelli Shoemaker Shoemaker
Vice President Shoemaker Shoemaker Cappelli Rathka
Treasurer Cappelli Rathka Rathka Cappelli
Secretary Shoemaker Shoemaker Shoemaker Cappelli
SHAREHOLDERS PROPOSALS
Proposals of shareholders which are intended to be presented
at the annual meeting of the shareholders of the Company to be held
in 1996 must be received by the Company for inclusion in the proxy
statement and form of proxy relating to that meeting on or before
March 1, 1996.
FINANCIAL STATEMENTS
The Statement of Assets and Liabilities and the Portfolio of
Investments as of December 31, 1994 and the Statement of Operations
of the Company for the year ended December 31, 1994 reported on by
Correll Porvin Associates, are contained in the Annual Report of
the Company which has been previously distributed to all
shareholders. Upon request, any shareholder may obtain a copy of
the latest Annual and Semi-Annual Reports by mailing such request
directly to: Advance Capital I, Inc., Attention: Mr. Robert J.
Cappelli, Secretary & Treasurer, One Towne Square, Suite 444,
Southfield, Michigan 48076 or by calling (800) 345-4783. Any
copies requested will be mailed no later than the following
business day via first class U.S. mail.
If you have any questions with respect to the material in this
Proxy Statement, please contact Advance Capital Group, Inc. at
(800) 345-4783.
By Order of the Board of Directors
Robert J. Cappelli, Secretary
June 27, 1995
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EDGAR Appendix
This appendix contains the form of Proxy.
PROXY
ADVANCE CAPITAL I, INC.
One Towne Square, Suite 444, Southfield, Michigan 48076
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(For the shareholders of the Equity Growth, Bond, Balanced, Long Term
Income and Retirement Income Funds)
The undersigned hereby appoints John C. Shoemaker and Robert J.
Cappelli as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all
shares of common stock of the respective Fund of Advance Capital I, Inc.
held of record by the undersigned on May 31, 1995, at the Annual Meeting
of Shareholders of the Company to be held on Thursday, July 27, 1995 or
any adjournment thereof, with respect to the matters set forth below and
described in the Notice of Annual Meeting and Proxy Statement dated June
27, 1995.
This Proxy when properly executed will be voted in the manner
directed herein by the shareholder. If no direction is made, this proxy
will be voted FOR all proposals.
Please sign exactly as name appears hereon. If a corporation,
please sign in full corporate name by president or other authorized
officer. If a partnership, please sign partnership name by authorized
person. When signing as trustee, please give full title as such.
Dated: , 1995
Signature
Signature (If Joint Account)
Title (If Applicable)
- - --------------------------------------------------------------------------
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes below. If you do not
check a box, your vote will be cast FOR that proposal.
2. Sign and date the PROXY.
3. Please return the signed PROXY promptly using the enclosed postage
paid envelope, even if you will be attending the meeting.
- - --------------------------------------------------------------------------
1. Election of FOR all nominees / / WITHHOLD AUTHORITY to / /
directors. listed below vote for all nominees
(except as marked listed below
to the contrary)
(Instructions: To withhold authority to vote for any individual
nominee strike a line through the nominee's name in the list below)
Joseph A. Ahern, Richard W. Holtcamp, John C. Shoemaker, Frank R.
Zimmerman
FOR AGAINST ABSTAIN
2. Ratify the selection of Price Waterhouse, / / / / / /
L.L.P. as independent accountants of the
Company.
3. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before this meeting or any adjournment
thereof.
If you plan to attend the Annual Meeting of Shareholders please
indicate the number attending. Number of attendees _______
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Exhibit Index
1. Independent Accountant's letter to the Securities and Exchange Commission
in response to Item 304(a) of Regulation S-K.
<PAGE> 1
Exhibit 1
[Correll Porvin Associates letterhead]
June 22, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen/Ladies:
We have read Advance Capital I, Inc. Proxy Statement for the Annual Meeting
of Shareholders to be held on July 27, 1995, and are in agreement with the
statements in response to Item 304(a) of Regulation S-K contained therein.
Sincerely,
CORRELL PORVIN ASSOCIATES, P.C.
Vincent Morgante
Vincent Morgante, CPA
