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.
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(Name of Registrant as Specified in Its Charter)
Kathy J. Harkleroad
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(Name of Person 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)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(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.)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
ADVANCE CAPITAL I, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on July 24, 1998
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The Annual Meeting of Shareholders of ADVANCE CAPITAL I, INC.
(the Company), will be held at the Novi Hilton, 21111 Haggerty Road,
Novi, Michigan, on July 24, 1998 at 10:00 A.M. (Eastern Daylight Time).
The following matters will be acted upon at that time:
1. To elect five 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 LLP as
independent public accountants of the Company for the
fiscal year ending December 31, 1998;
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 29,
1998, are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Kathy J. Harkleroad, Secretary
One Towne Square, Suite 444
Southfield, Michigan 48076
June 19, 1998
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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. IF YOU GIVE NO VOTING
INSTRUCTIONS, YOUR SHARES WILL BE VOTED IN FAVOR OF THE PROPOSALS
DESCRIBED IN THIS PROXY STATEMENT.
<PAGE>
ADVANCE CAPITAL I, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 24, 1998
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 Novi Hilton, 21111 Haggerty Road, Novi, Michigan,
on July 24, 1998 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 19, 1998.
<PAGE>
Each Company share and each fractional share outstanding at the
close of business on May 29, 1998, 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 29, 1998, 3,303,947 Class A shares, 382,830
Class B shares, 6,816,004 Class C shares and 19,603,251 Class E shares,
all with a $.001 par value, were outstanding.
As of May 29, 1998 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:
<TABLE>
<CAPTION>
Name and Address Shares Percent
---------------- ------ -------
<S> <C> <C> <C>
Classes
A, C & E Nothing to report
Class B Dezena Mary Houghton 22,333 5.8%
Revocable Living Trust
13558 Ward Street
Southgate, MI 48195
William E. Ross 22,070 5.8%
95 Spring Run Drive
RR#2 Box 3303-A
Grayling, MI 49738
Orchard Furniture Company 20,238 5.3%
7395 Camelot
West Bloomfield, MI 48322
Jack M. Carter 19,183 5.0%
365 Sand Point
Mead, OK 73449
</TABLE>
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.
<PAGE>
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 1997 year. The Company does
not have any committees of the Board.
At the Meeting, five 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 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,
Director since 1995 Reagan & Finnerty, P.C.
Age 40
Richard W. Holtcamp Retired General Manager-Marketing,
Director since 1989 Michigan Bell Telephone;
Age 64 Director of Marketing & Consultant,
Fishburn & Co., Inc.
Harry Kalajian Retired Executive Vice President,
Director since 1996 Finance & External Affairs, Michigan
Age 66 Bell Telephone; Treasurer, WTVS Public
Television, Channel 56 Detroit; Vice
Chairman, Board of Trustees, Grace
Hospital, Detroit
John C. Shoemaker * President and Director, Advance Capital
President and Director I, Inc.; President, Advance Capital
since inception (1987) Management, Inc., the Company's
Age 52 Investment Adviser
Frank R. Zimmerman Retired President, Illinois Bell Telephone
Director since 1991 Company; Director, Executive Service Corp.
Age 66 of Chicago; Director, First Methodist
Episcopal Aid Society
* "Interested person" of the Company as defined in the Investment
Company Act of 1940.
<PAGE>
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 29, 1998.
<TABLE>
<CAPTION>
Name of Beneficial Owner Shares Percent
------------------------ ------ -------
<S> <C> <C> <C>
Class A Joseph A. Ahern 1,563 *
Richard W. Holtcamp 3,253 *
Harry Kalajian 997 *
John C. Shoemaker 12,310 *
Frank R. Zimmerman 4,738 *
Class B John C. Shoemaker 3,763 1.0%
Class C Richard W. Holtcamp 2,758 *
Harry Kalajian 1,091 *
John C. Shoemaker 8,635 *
Class E Frank Zimmerman 671 *
</TABLE>
* Less than 1.0%
Shares beneficially owned, directly or indirectly, by the Directors
and Officers as a group are 74,808, 3,763, 12,484 and 671 shares
representing 2.3%, 1.0%, 0.2% and 0.0% 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, Advance
Age 52 Capital Management, Inc.
Robert J. Cappelli Vice President and Treasurer,
Vice President and Treasurer Advance Capital I, Inc.; President,
Age 46 Advance Capital Services, Inc.
Charles J. Cobb Vice President, Advance Capital I,
Vice President Inc.; Regional Representative,
Age 34 Advance Capital Services, Inc.;
Controller, Advance Capital I, Inc.,
Advance Capital Group, Inc.
Kathy J. Harkleroad Secretary, Advance Capital I, Inc.;
Secretary Director of Client Services, Advance
Age 45 Capital Services, Inc.
<PAGE>
John C. Shoemaker has held office since the inception of the
Company (1987). Mr. Cappelli held the office of Secretary from
inception to 1996 and was appointed Treasurer in 1992 and Vice
President in 1996. Mr. Cobb was appointed Vice President in 1996.
Ms. Harkleroad was appointed Secretary in 1996.
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.
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. Ahern, Holtcamp, Kalajian and
Zimmerman received compensation from the Company for their service
as Directors. During 1997, fees for the independent Directors were
set at $2,500 annually plus $100 for each meeting attended before
July and $250 for each meeting attended thereafter. The aggregate
fees paid to all Directors as a group for the year ended December 31,
1997, totaled $12,800. 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 LLP to serve as independent
accountants for the fiscal year ending December 31, 1998, subject
to the ratification by the Company's shareholders at the Meeting.
The accounting firm of Price Waterhouse LLP has no direct financial
interest or material indirect financial interest in the Company.
Representatives of Price Waterhouse LLP are not expected to attend
the Meeting, but a representative would have an opportunity to make
a statement if he chose to attend.
The following summarizes Price Waterhouse LLP's accounting
services for the fiscal year ending December 31, 1998: 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.
<PAGE>
The Board authorized all services performed by Price Waterhouse
LLP for the Company during 1997. In addition, the Board annually
reviews the scope of services to be provided by Price Waterhouse LLP
and considers the effect, if any, that performance of any non-audit
services might have on audit independence. Price Waterhouse LLP has
audited the Company's books since 1995.
The affirmative vote of a majority of shares present and voting
at the Meeting is required to ratify the selection of Price Waterhouse
LLP.
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 $1,886,987 for 1997. 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 $799,482 for 1997. 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).
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.
<PAGE>
<TABLE>
<CAPTION>
Position GROUP SERVICES MANAGEMENT COMPANY
- -------- ----- -------- ---------- -------
<S> <C> <C> <C> <C>
Owners Cappelli GROUP GROUP Shareholders
Rathka
Shoemaker
Directors Cappelli Cappelli Cappelli Ahern
Rathka Rathka Rathka Holtcamp
Shoemaker Shoemaker Kalajian
Shoemaker
Zimmerman
President Rathka Cappelli Shoemaker Shoemaker
Vice President Shoemaker Shoemaker Cappelli Cappelli
Cobb
Treasurer Cappelli Rathka Rathka Cappelli
Secretary Shoemaker Shoemaker Shoemaker Harkleroad
</TABLE>
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
1999 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, 1999.
FINANCIAL STATEMENTS
The Statement of Assets and Liabilities and the Portfolio of
Investments as of December 31, 1997 and the Statement of Operations
of the Company for the year ended December 31, 1997 reported on by
Price Waterhouse LLP, 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: Ms. Kathy J. Harkleroad,
Secretary, 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
Kathy J. Harkleroad, Secretary
June 19, 1998
<PAGE>
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 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 29, 1998,
at the Annual Meeting of Shareholders of the Company to be held on
Friday, July 24, 1998 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 19, 1998.
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: , 1998
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Signature
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Signature (If Joint Account)
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Title (If Applicable)
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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.
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1. Election of FOR all nominees listed______ WITHHOLD AUTHORITY_____
directors. below (except as marked to vote for all nominees
to the contrary) listed below
(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, Harry Kalajian,
John C. Shoemaker, Frank R. Zimmerman
FOR AGAINST ABSTAIN
2. Ratify the selection of Price Waterhouse LLP 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.
NUMBER OF ATTENDEES
If you plan to attend the Annual Meeting
of Shareholders please indicate the number
attending the meeting and/or luncheon. -------Meeting -------Luncheon
