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 23, 1999
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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 23, 1999 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 PricewaterhouseCoopers LLP as
independent public accountants of the Company for the fiscal
year ending December 31, 1999;
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 28, 1999,
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 21, 1999
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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 23, 1999
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 23, 1999 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 21,
1999.
<PAGE>
Each Company share and each fractional share outstanding at the
close of business on May 28, 1999, 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 28, 1999, 3,437,840 Class A shares, 581,682
Class B shares, 7,929,067 Class C shares, 21,845,007 Class E shares
and 2,018,557 Class F shares, all with a $.001 par value, were
outstanding.
As of May 28, 1999, no individuals were known to own of record or
beneficially 5 percent or more of the outstanding shares of the Company
or of a particular Class of shares.
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 1998 year. The Company does
not have any committees of the Board. The Directors who are not
"interested persons" of the Company (as that term is defined in the
Investment Company Act of 1940) meet with PricewaterhouseCoopers LLP
annually to discuss the results of the audit of the prior year and
the scope of the audit of the coming year.
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.
<PAGE>
<TABLE>
<CAPTION>
Name, Position with Principal Occupations or
the Company, and Age Employment During Past Five Years
- -------------------- ---------------------------------
<S> <C>
Joseph A. Ahern, Esquire Attorney and Partner, Stark, Reagan
Director since 1995 & Finnerty, P.C.
Age 41
Richard W. Holtcamp Retired General Manager-Marketing,
Director since 1989 Michigan Bell Telephone; Director of
Age 65 Marketing & Consultant, Fishburn &
Co., Inc.
Harry Kalajian Retired Executive Vice President,
Director since 1996 Finance & External Affairs, Michigan
Age 67 Bell Telephone
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 53 Investment Adviser
Frank R. Zimmerman Retired President, Illinois Bell
Director since 1991 Telephone Company; Director,
Age 67 Executive Service Corp. of Chicago;
Director, First Methodist
Episcopal Aid Society
</TABLE>
* "Interested person" of the Company as defined in the
Investment Company Act of 1940.
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 28, 1999.
<PAGE>
<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 9,651 *
Frank R. Zimmerman 4,940 *
Class B John C. Shoemaker 7,075 1.2%
Class C Richard W. Holtcamp 2,859 *
Harry Kalajian 1,131 *
John C. Shoemaker 13,576 *
Class E Frank Zimmerman 671 *
Class F Joseph A. Ahern 450 *
Richard W. Holtcamp 864 *
John C. Shoemaker 5,677 *
</TABLE>
* Less than 1.0%
Shares beneficially owned, directly or indirectly, by the
Directors and Officers as a group are 54,783, 7,075, 17,566, 671
and 48,292 shares representing 1.6%, 1.2%, 0.2%, 0.0% and 2.4% of
Class A, Class B, Class C, Class E and Class F stock, respectively.
Compensation of Directors and Executive Officers
Certain information concerning the executive officers of the
Company is set forth below.
<TABLE>
<CAPTION>
Name, Office Held Principal Occupations or
with the Company, Age Employment During Past Five Years
- --------------------- ---------------------------------
<S> <C>
John C. Shoemaker President and Director, Advance Capital I, Inc.;
President President, Advance Capital Management, Inc.
Age 53
Robert J. Cappelli Vice President and Treasurer, Advance Capital I, Inc.;
Vice President and Treasurer President, Advance Capital Services, Inc.
Age 47
Charles J. Cobb Vice President, Advance Capital I, Inc.; Regional
Vice President Representative, Advance Capital Services, Inc.; Controller,
Age 35 Advance Capital I, Inc., Advance Capital Group, Inc.
Kathy J. Harkleroad Secretary, Advance Capital I, Inc.; Director of Client
Secretary Services, Advance Capital Services, Inc.
Age 46
</TABLE>
<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
1998, fees for the independent Directors were set at $2,500 annually
plus $250 for each meeting attended. The aggregate fees paid to all
Directors as a group for the year ended December 31, 1998, totaled
$14,000. 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 PricewaterhouseCoopers LLP to serve as independent accountants
for the fiscal year ending December 31, 1999, subject to the ratification
by the Company's shareholders at the Meeting. The accounting firm of
PricewaterhouseCoopers LLP has no direct financial interest or material
indirect financial interest in the Company. Representatives of
PricewaterhouseCoopers LLP are not expected to attend the Meeting, but
a representative would have an opportunity to make a statement if he or
she chose to attend.
The following summarizes PricewaterhouseCoopers LLP's accounting
services for the fiscal year ending December 31, 1999: 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
PricewaterhouseCoopers LLP for the Company during 1998. In addition,
the Board annually reviews the scope of services to be provided by
PricewaterhouseCoopers LLP and considers the effect, if any, that
performance of any non-audit services might have on audit independence.
PricewaterhouseCoopers 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 PricewaterhouseCoopers
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 $2,279,902
for 1998. 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 $959,444 for 1998. 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 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
2000 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, 2000.
FINANCIAL STATEMENTS
The Statement of Assets and Liabilities and the Portfolio of
Investments as of December 31, 1998 and the Statement of Operations
of the Company for the year ended December 31, 1998 reported on by
PricewaterhouseCoopers 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 21, 1999
<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, Retirement Income
and Cornerstone Stock 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 28, 1999, at the Annual Meeting
of Shareholders of the Company to be held on Friday, July 23, 1999 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
21, 1999.
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: , 1999
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Signature
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Signature (If Joint Account)
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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 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 PricewaterhouseCoopers
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
