SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. __)
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 Section 240.14a-11(c) or Section
240.14a-12
CONCORDE VALUE FUND, INC.
(Name of Registrant as Specified in its Charter)
CONCORDE VALUE FUND, INC.
(Name of person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-
6(j)(2).
[ ] $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:(1)
4) Proposed maximum aggregate value of transaction:
_______________
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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 date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CONCORDE VALUE FUND, INC.
1500 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 17, 1995
To the Shareholders of
CONCORDE VALUE FUND, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of
CONCORDE VALUE FUND, INC. (the "Fund") will be held at Concorde Financial
Corporation, 5430 LBJ Freeway, Suite #1500, Dallas, Texas, 75240, on
Friday, the 17th day of November, 1995, at 10:00 A.M. for the following
purposes:
1. To approve an amendment to the Articles of
Incorporation of the Fund to change the name of the Fund from
"Concorde Value Fund, Inc." to "Concorde Funds, Inc."
2. To transact such other business as may properly come
before the meeting or any adjournments thereof.
Only shareholders of record at the close of business on
October 4, 1995, the record date for this meeting, shall be entitled to
notice of and to vote at the meeting or any adjournments thereof.
YOUR VOTE IS IMPORTANT AND ALL SHAREHOLDERS ARE ASKED TO BE
PRESENT IN PERSON OR BY PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING
IN PERSON, WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY AT YOUR EARLIEST CONVENIENCE USING THE ENCLOSED STAMPED ENVELOPE.
SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM PERSONALLY VOTING YOUR
SHARES AT THE MEETING SINCE YOU MAY REVOKE YOUR PROXY BY ADVISING THE
SECRETARY OF THE FUND IN WRITING (BY SUBSEQUENT PROXY OR OTHERWISE) OF
SUCH REVOCATION AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
GARY B. WOOD, Ph.D.
President
Dallas, Texas
October 18, 1995
<PAGE>
CONCORDE VALUE FUND, INC.
1500 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
__________________________________________________
PROXY STATEMENT
The enclosed proxy is being solicited by and on behalf of the
Board of Directors of Concorde Value Fund, Inc. (the "Fund") for use at
the Special Meeting of Shareholders to be held at Concorde Financial
Corporation, 5430 LBJ Freeway, Suite #1500, Dallas, Texas 75240, on
Friday, the 17th day of November, 1995 at 10:00 A.M. and at any
adjournments thereof (the "Meeting"), for the purposes set forth in the
attached Notice of Special Meeting of Shareholders.
Whether you expect to be personally present at the Meeting or
not, please complete, sign, date and return the accompanying form of
proxy. Timely executed proxies will be voted as you instruct. If no
choice is indicated, proxies will be voted for the proposals set forth in
the Notice of Annual Meeting of Shareholders. Any shareholder giving a
proxy has the power to revoke it at any time before it is exercised by
giving notice thereof to the Fund in writing (by subsequent proxy or
otherwise), but if not so revoked, the shares represented by the proxy
will be voted at the Meeting. Presence at the Meeting of a shareholder
who has signed a proxy does not in itself revoke a proxy.
Proxies will be solicited by mail. In addition to solicitation
by mail, certain officers and employees of the Fund may solicit by
telephone, telegraph and personally. Such officers and employees will not
be specifically paid for these services. The cost of solicitation
including preparing, assembling and mailing the proxy material will be
borne by the Fund. The Notice of Special Meeting of Shareholders, this
Proxy Statement and the accompanying form of proxy were first mailed to
shareholders of the Fund on or about October 18, 1995.
Only shareholders of record at the close of business on
October 4, 1995 will be entitled to notice of and to vote at the Meeting.
On that date, there were issued and outstanding 913,254 shares of Common
Stock, $1.00 par value, of the Fund. The record holder of each
outstanding share is entitled to one vote on all matters submitted to
shareholders.
THE FUND WILL FURNISH, WITHOUT CHARGE, ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED SEPTEMBER 30, 1994 AND SEMI-ANNUAL REPORT FOR THE SIX
MONTHS ENDED MARCH 31, 1995 TO ANY SHAREHOLDER UPON REQUEST. REQUESTS FOR
SUCH REPORTS SHOULD BE DIRECTED TO ELIZABETH FOSTER AT THE ABOVE ADDRESS
OR BY CALLING 1-800-338-1579.
PROPOSAL TO CHANGE THE NAME OF THE FUND
The Board of Directors has proposed that the Fund's Articles of
Incorporation be amended to change the name of the Fund from "Concorde
Value Fund, Inc." to "Concorde Funds, Inc." The Board of Directors
believes that the name should be changed to reflect that the Fund will
become a series investment company as a result of resolutions adopted by
the Board which authorize the Fund to operate one or more separate series
of mutual funds. The Fund's authorized capital will continue to consist
of a single class of 30,000,000 shares of Common Stock. The Common Stock,
however, will be divisible into an unlimited number of series, each of
which will represent a separate mutual fund. Pursuant to these
resolutions, the Board of Directors has created two separate series of
Common Stock, each of which is a separate mutual fund, namely Concorde
Value Fund and Concorde Income Fund. Concorde Value Fund is the
continuation of the original Concorde Value Fund, Inc.
The proposed amendment to change the Fund's name must be
approved by the affirmative vote of at least two-thirds (2/3) of the
outstanding shares of the Fund entitled to vote at the Meeting. The
failure to vote (whether by abstention, broker non-vote or otherwise) has
the same effect as a vote against the proposal.
The Board of Directors has unanimously approved the proposed
change to the Fund's name and has determined that such change is in the
best interests of the Fund and its shareholders. The Board of Directors
recommends that shareholders of the Fund vote FOR the change in the Fund's
name.
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
Set forth below is certain information at October 4, 1995
regarding the beneficial ownership of shares of the Fund by each director
and executive officer of the Fund and persons who beneficially owned more
than 5% of the then outstanding shares of the Fund, indicating in each
case whether the person has sole or shared power to vote or dispose of
such shares.
Amount and Nature of
Name of Beneficial Ownership Percent
Beneficial Owner Sole Power Shared Power Aggregate of Class
I. David and Lee R.
Bufkin
Route 5 Box 390
Brenham, Texas 77833 127,958 0 127,958 14.0%
William E. Watson
MDPA Pension Plan
#3 Bent Tree Court
Lufkin, Texas 75901 108,609 0 108,609 11.8%
C. Wayne and Jane Nance
214 North Bay EB
Bullard, Texas 75757 88,005 0 88,005 9.6%
Ralph and Deborah
Cunningham
#2 Saddleworth Estates
Houston, Texas 77024 52,026 0 52,026 5.6%
Gary B. Wood, Ph.D. 3,850 0 3,850 *
John H. Wilson 0 0 0 0
Gilbert F. Hartwell 32,448 0 32,448 3.5%
John R. Bradford, Ph.D. 0 0 0 0
Elizabeth L. Foster 65 0 65 *
Directors and executive
officers as a group
(5 persons) 36,363 0 36,363 3.9%
_______________
* Less than 1%.
INVESTMENT ADVISOR
The Fund's investment advisor is Concorde Financial Corporation,
a Texas corporation with its principal offices located at 1500 Three
Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240.
OTHER MATTERS
The Board of Directors of the Fund knows of no other matters
that may come before the Meeting. If any other matters properly come
before the Meeting, it is the intention of the persons acting pursuant to
the enclosed form of proxy to vote the shares represented by said proxies
in accordance with their best judgment with respect to such matters.
SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange Commission,
shareholder proposals meeting tests contained in those rules may, under
certain conditions, be included in the Fund's proxy materials for a
particular meeting of shareholders. One of these conditions relates to
the timely receipt by the Fund of any such proposal. Since the Fund will
no longer have regular annual meetings of shareholders, under these rules,
proposals submitted for inclusion in the proxy materials for a particular
meeting must be received by the Fund a reasonable time before the
solicitation of proxies for the meeting is made. The fact that the Fund
receives a shareholder proposal in a timely manner does not insure its
inclusion in the Fund's proxy materials since there are other requirements
in the proxy rules relating to such inclusion.
By Order of the Board of Directors
GARY B. WOOD, Ph.D.
President
Dallas, Texas
October 18, 1995
<PAGE>
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
CONCORDE VALUE FUND, INC.
November 17, 1995
The undersigned hereby constitutes and appoints GARY B. WOOD and
ELIZABETH L. FOSTER, and each of them singly, with power of substitution,
attorneys and proxies for and in the name and place of the undersigned to
appear and vote with the same force and effect as the undersigned at the
Special Meeting of Shareholders of CONCORDE VALUE FUND, INC. (the "Fund"),
to be held at Concorde Financial Corporation, 5430 LBJ Freeway, Suite
#1500, Dallas, Texas 75240 on November 17, 1995 at 10:00 a.m. and at any
adjournments thereof, all shares of stock of the Fund which the
undersigned is entitled to vote as follows:
(1) To approve an amendment to the Fund's Articles of
Incorporation to change the name of the Fund from "Concorde
Value Fund, Inc." to "Concorde Funds, Inc."
FOR [_] AGAINST [_] ABSTAIN [_]
(2) Upon such other business as may properly come before
the meeting or any adjournment thereof.
This proxy will be voted as specified. IF
NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL AND IN THE DISCRETION
OF THE PROXIES UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING.
The signature on this proxy should
correspond exactly with the name of the
shareholder as it appears on the proxy. If
stock is issued in the name of two or more
persons, each should sign the proxy. If a
proxy is signed by an administrator,
trustee, guardian, attorney or other
fiduciary, please indicate full title as
such.
Dated ____________________, 1995
Signed ___________________________
Signed ___________________________
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF CONCORDE
VALUE FUND, INC.
[_] Please check here if you WILL be
attending the meeting.
