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)
Kathy J. Harkleroad
------------------------------------------------
(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:
---------------------------------------------------------------
(2) Aggregate number of securities to which transansaction 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>
ADVANCE CAPITAL I, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on July 28, 2000
-------------------------------------------------------------------------
The Annual Meeting of Shareholders of ADVANCE CAPITAL I, INC.
(the Company), will be held at The Westin, 1500 Town Center,
Southfield, Michigan, on July 28, 2000 at 10:00 A.M. (Eastern
Daylight Time). The following matters will be acted upon at
that time:
1. To elect six 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, 2000;
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, 2000,
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, 2000
-------------------------------------------------------------------------
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 28, 2000
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 Westin, 1500 Town Center, Southfield, Michigan,
on July 28, 2000 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,
2000.
<PAGE>
Each Company share and each fractional share outstanding at the
close of business on May 31, 2000, 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, 2000, 4,616,784 Class A shares,
5,630,362 Class B shares, 10,768,777 Class C shares, 21,515,744 Class
E shares and 4,975,377 Class F shares, all with a $.001 par value,
were outstanding.
As of May 31, 2000, 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 1999 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, six 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 Dennis D.
Johnson and Thomas L. Saeli, 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 42
Richard W. Holtcamp Retired General Manager-Marketing,
Director since 1989 Michigan Bell Telephone; Director of
Age 65 Marketing & Consultant,
Fishburn & Co., Inc.
Dennis D. Johnson Retired Chief Operating Officer,
Director Nominee 2000 Belgacom (Ameritech International);
Age 61 Management Consultant; Vice President-Human
Resources, Ameritech Network Services
Harry Kalajian Retired Executive Vice President,
Director since 1996 Finance & External Affairs, Michigan
Age 68 Bell Telephone
Thomas L. Saeli Vice President-Mergers and Acquisitions,
Director Nominee 2000 Lear Corporation; Vice President, Oxford
Age 43 Investment Group, Inc.
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 54 Investment Adviser
</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 31, 2000.
<PAGE>
<TABLE>
<CAPTION>
Name of Beneficial Owner Shares Percent
------------------------ ------ -------
<S> <C> <C> <C>
Class A Joseph A. Ahern 2,000 *
Richard W. Holtcamp 3,705 *
Dennis D. Johnson 368 *
Harry Kalajian 1,136 *
Thomas L. Saeli 365 *
John C. Shoemaker 12,310 *
Frank R. Zimmerman 5,830 *
Class B John C. Shoemaker 7,594 *
Class C Richard W. Holtcamp 3,121 *
Harry Kalajian 1,234 *
John C. Shoemaker 6,217 *
Class E Frank R. Zimmerman 671 *
Class F Joseph A. Ahern 1,000 *
Richard W. Holtcamp 865 *
Dennis D. Johnson 754 *
John C. Shoemaker 11,269 *
</TABLE>
* Less than 1.0%
Shares beneficially owned, directly or indirectly, by the
Directors and Officers as a group are 67,929, 7,594, 10,572, 671
and 55,177 shares representing 1.5%, 0.1%, 0.1%, 0.0% and 1.1%
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 54
Robert J. Cappelli Vice President and Treasurer, Advance Capital I, Inc.;
Vice President and Treasurer President, Advance Capital Services, Inc.
Age 48
Charles J. Cobb Vice President, Advance Capital I, Inc.; Regional
Vice President Representative, Advance Capital Services, Inc.; Controller,
Age 36 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 47
</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
1999, 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, 1999, 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, 2000, 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, 2000: 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 1999.
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 $2,808,328 for 1999. 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
$1,193,787 for 1999. 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
Saeli
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 2001 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, 2001.
FINANCIAL STATEMENTS
The Statement of Assets and Liabilities and the Portfolio of
Investments as of December 31, 1999 and the Statement of Operations
of the Company for the year ended December 31, 1999 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, 2000
<PAGE>
EDGAR Appendix
This appendix contains the form of the 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 31, 2000,
at the Annual Meeting of Shareholders of the Company to be held on
Friday, July 28, 2000 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, 2000
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: , 2000
----------------
----------------------------
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 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 nominee's name in the list below)
Joseph A. Ahern, Richard W. Holtcamp, Dennis D. Johnson, Harry Kalajian,
Thomas L. Saeli, John C. Shoemaker
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 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
