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SIGNATURE LAWRENCE P, GRADY
TITLE PRESIDENT
MINN SHARES INC.
520 Diamond Lake Lane
Minneapolis, MN 55419
Dear Shareholder:
You are invited to attend the Annual Meeting of Shareholders of
Minn Shares Inc. (the "Company"), to be held on Friday, December 17,
1999. The time and place of the meeting are set forth in the enclosed
Notice of Annual Meeting of Shareholders.
The Company is a "non-diversified, closed-end" Investment Company
registered under the Investment Company Act of 1940. The Company has
elected to concentrate its investments in securities believed by the
management of the Company to have the potential for long-term capital
appreciation, and does not seek to broadly diversify its investments.
Presently, the Company's assets consist of investments in seven
companies, and the Company's principal business activities consist of
monitoring those investments and investigating potential new
investments. However, because the securities currently held in the
Company's portfolio have a limited or no public trading market, the
Company has a limited amount of liquid assets with which to make new
investments and has not made any such new investments since November
1997.
In 1998, the Securities and Exchange Commission conducted an
examination of the Company's books and records and identified certain
deficiencies in the Company's operating procedures. The Company has
taken steps to address these deficiencies, but to date has not been able
to fully resolve them. Please refer to "Additional Information SEC
Examination" in the accompanying Proxy Statement for additional
information about this matter.
We have previously mailed to you the Company's audited financial
statements for the year ended December 31, 1998, and unaudited financial
statements for the six months ended June 30, 1999. Please refer to
those statements for information concerning the investments held by the
Company at the dates of such reports, and the amounts and value such
investments. The accompanying Proxy Statement includes information
relating to ownership of the Company's common stock by its directors and
officers, and the compensation paid by the Company to its directors and
officers and affiliated persons. The Company has no advisory board.
Sincerely,
Lawrence P. Grady
President
Dated: November 24, 1999 CORPORATE INFORMATION
Directors and Officers Independent Auditors
---------------------- --------------------
Lawrence P. Grady Ernst & Young LLP
President, Secretary and Director Minneapolis, MN
Minn Shares Inc.
Minneapolis, MN
Transfer Agent
--------------
Burton Grossman
President StockTrans, Inc.
The Independent Traveler, Inc. Ardmore, PA
St. Louis Park, MN
Joan C. Maclin
Vice President and General Counsel
The Scoular Company
Omaha, NE
Information Regarding Market for Common Stock
---------------------------------------------
The Company's Common Stock trades only on a limited basis on
NASDAQ's Bulletin Board system, under the symbol MSHS. The following
table sets forth the quarterly high bid and low bid prices, without
retail mark-up, mark-down or commissions, for the periods indicated, and
do not necessarily represent actual transactions.
Quarter Ended: High Bid Low Bid
------------- -------- -------
March 31, 1997 .06 .03
June 30, 1997 .05 .03
September 30, 1997 .06 .04
December 31, 1997 .06 .05
March 31, 1998 .07 .04
June 30, 1998 .10 .06
September 30, 1998 .06 .05
December 31, 1998 .08 .05
March 31, 1999 .08 .06
June 30, 1999 .08 .05
September 30, 1999 .06 .05
MINN SHARES INC.
520 Diamond Lake Lane
Minneapolis, MN 55419
(612) 866-2464
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on December 17, 1999
Dear Shareholders:
The Annual Meeting of Shareholders of Minn Shares Inc. will be
held on Friday, December 17, 1999 at the offices of Robins, Kaplan,
Miller & Ciresi L.L.P., located at 2800 LaSalle Plaza, 800 LaSalle
Avenue, Minneapolis, Minnesota, commencing at 9:00 a.m. CST for the
following purposes:
1. To elect three directors to hold office until the next
annual meeting of shareholders and until their successors are duly
elected and qualified:
2. To ratify the appointment of Ernst & Young LLP as
independent auditors for the fiscal year ending December 31, 1999; and
3. To transact such other business as may properly come
before the Annual Meeting prior to the adjournment thereof.
The Board of Directors has fixed the close of business on
Thursday, November 11, 1999 as the record date for the determination of
shareholders entitled to vote at the Annual Meeting and any adjournment
thereof.
Each shareholder, even though he or she plans to attend the
meeting, is requested to sign and date the enclosed proxy card and to
return it without delay in the enclosed envelope. Any shareholder
present at the meeting may withdraw his or her proxy and vote personally
on each matter brought before the meeting.
By order of the Board of Directors,
Lawrence P. Grady
President and Secretary
Dated: November 24, 1999
MINN SHARES INC.
520 Diamond Lake Lane
Minneapolis, MN 55419
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
To be held on December 17, 1999
-------------------------
SOLICITATION OF PROXIES
The accompanying proxy is solicited by and on behalf of the Board
of Directors of Minn Shares Inc., a Minnesota corporation (the
"Company") for use at the Annual Meeting of Shareholders to be held on
Friday, December 17, 1999 (the "Annual Meeting") at 9:00 a.m. CST at the
offices of Robins, Kaplan, Miller & Ciresi L.L.P., 2800 LaSalle Plaza,
800 LaSalle Avenue, Minneapolis, Minnesota, or any adjournment thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting
of Shareholders.
Solicitation of proxies may be made in person or by mail,
telephone or facsimile transmission by directors, officers and regular
employees of the Company. Directors, officers and regular employees will
not receive any additional compensation for such activities. The cost of
this solicitation of proxies will be paid by the Company. This Proxy
Statement and the enclosed form of proxy were first mailed to
shareholders on or about November 24, 1999.
The address of the Company's principal executive office is 520
Diamond Lake Lane, Minneapolis, Minnesota 55419. The Company's telephone
number is (612) 866-2464.
QUORUM AND VOTING; PROXIES
QUORUM AND VOTING
The voting shares of the Company are shares of its Common Stock,
par value $.01 per share ("Common Stock"), each share of which entitles
the holder thereof to one vote on each matter to come before the Annual
Meeting or any adjournment thereof.
At the close of business on Thursday, November 11, 1999, the
Company had issued and outstanding 5,713,455 shares of Common Stock held
of record by approximately 350 shareholders. Only holders of record of
Common Stock at the close of business on November 11, 1999 (the "Record
Date") are entitled to notice of and to vote on matters that come before
the Annual Meeting or any adjournment thereof.
2 The presence in person or by proxy
of the holders of a majority of
the outstanding shares of Common Stock
entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the Annual Meeting or any
adjournment thereof. If a quorum is not present or represented at the
Meeting, the shareholders entitled to vote, present in person or
represented by proxy, have the power to adjourn the meeting from time to
time, without notice other than an announcement at the meeting, until a
quorum is present or represented. The Company will issue a notice to the
shareholders if the meeting is adjourned, informing shareholders of the
time and place where the meeting will be reconvened. Directors, officers
and regular employees of the Company may solicit proxies for the
reconvened meeting in person or by mail, telephone or facsimile
transmission. At any such reconvened meeting at which a quorum is
present or represented, any business may be transacted that might have
been transacted at the meeting as originally described in the "Notice of
Annual Meeting of Shareholders."
Each matter to be the subject of a vote of the shareholders at the
Annual Meeting will require the affirmative vote of the lesser of (i)
more than 50% of the Company's outstanding shares; or (ii) assuming a
quorum is present, at least 67% of the shares present at the Annual
Meeting.
VOTING OF PROXIES
Each proxy, unless the shareholder otherwise specifies therein,
will be voted (1) "For" the election of the three persons named in this
Proxy Statement as the Board of Director's nominees for election to the
Board of Directors for the terms specified herein, and (2) "For" the
ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999.
In each case where the shareholder has appropriately specified how
the proxy is to be voted, it will be voted in accordance with his
or her
specification. If an executed proxy is returned but does not contain
instructions on how to vote the shares represented by such proxy, the
proxy will be voted "For" matters (1) and (2). Shareholders may
designate a person or persons other than those named in the enclosed
proxy to vote their shares at the Annual Meeting or any adjournment
thereof. As to any other matter of business which may be brought before
the Annual Meeting or any adjournment thereof, a vote may be cast
pursuant to the accompanying proxy in accordance with the best judgment
of the persons voting the same, but the Board of Directors does not know
of any other such matter of business.
REVOCABILITY OF PROXY
Any shareholder returning the accompanying proxy may revoke such
proxy at any time prior to its exercise (a) by giving written notice to
the Company of such revocation, (b) by voting in person at the meeting,
or (c) by executing and delivering to the Company a later-dated proxy.
Attendance at the Annual Meeting will not in itself constitute
revocation of a proxy. Any written notice or proxy revoking a proxy
should be sent to Minn Shares Inc., 520 Diamond Lake Lane, Minneapolis,
Minnesota 55419.
3 ELECTION OF DIRECTORS
(Proposal 1)
Pursuant to the Company's By-Laws, the Board of Directors has, by
resolution, fixed the number of directors at three. Directors will be
elected to serve until the next Annual Meeting of Shareholders and until
their successors have been elected and qualified.
The enclosed proxy, unless authority to vote is withheld, will be
voted for the election of the nominees named herein as Directors of the
Company. In the event any one or more of said nominees becomes
unavailable for election, votes will be cast pursuant to the authority
granted by the enclosed proxy, for such person or persons as may be
designated by the Board of Directors. All nominees have consented to
being named in the Proxy Statement and have agreed to serve if elected.
DIRECTORS
The following table sets forth the name, age, years of service as
a director, and the number of shares owned and percentage of outstanding
shares represented by such ownership for each nominee for election as a
Director at the Meeting:
Number of Percentage of
Director Shares Owned Outstanding
Name Age Since Beneficially Common Stock
---- --- ----- ------------- ------------
Lawrence P. Grady 60 1989 2,363,000 41.4%
(1)(2)
Burton Grossman 65 1994 0
Joan C. Maclin 50 1994 0
(1) Interested Director for purposes of the Investment Company Act of
1940. Mr. Grady is an Interested Director due to his ownership of,
and positions held with, the Company.
(2) Includes 145,500 shares owned by Mr. Grady's wife, for which he
disclaims beneficial ownership.
Lawrence P. Grady is currently the President and Secretary of the
Company and has conducted the business of the Company since November
1992. Prior to Mr. Grady's association with the Company, he was
President and Chief Operating Officer of J. J. Marshall Associates, an
NASD broker-dealership. In 1986 and 1987, Mr. Grady was a member of the
Chicago Board of Options Exchange.
Burton Grossman is currently the President of The Independent
Traveler, Inc., a travel agency specializing in business and leisure
travel. Mr. Grossman has extensive experience in sales, marketing and
management in a variety of positions, including Grossman Chevrolet
Company (general sales manager and dealer); J. Arthur Importer, Inc.
(President) d/b/a The Establishment, The Little Prince and The
Hippogriff; and Gelco Corporation (Director, Marketing/Sales
Development, Vice President Fleet Leasing). Mr. Grossman qualifies as a
disinterested person for purposes of the requirements of the Investment
Company Act of 1940.
4 Joan C. Maclin is currently
Vice President and General Counsel for
The Scoular Company of Omaha, Nebraska, as well as the manager of its
Minneapolis trading office. Ms. Maclin has prior experience at
Channelmark Corporation, a food marketing firm, and at The Pillsbury
Company where she served as Senior Attorney and later as Vice President
Business Development for Pillsbury Foodservice. Ms. Maclin qualifies as
a disinterested person for purposes of the requirements of the
Investment Company Act of 1940.
The Board of Directors recommends that shareholders vote FOR
election of the three nominees named above.
OFFICERS
Lawrence P. Grady is the Company's President and Secretary, and
its only executive officer.
The annual compensation of the Company's executive officer for the
Company's last three fiscal years ending December 31, 1998, is set forth
in the following Summary Compensation Table.
<TABLE>
Summary Compensation Table
Annual Compensation Long-Term Compensation
<CAPTION>
Other All Other
Name and Annual LTIP Compen-
Principal Position Year Salary Bonus Compensation Options Payouts sation
------------------ ---- ------ ----- ------------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Lawrence P. Grady (1) 1998 $36,000 $ 0 $ 0 0 $0 $0
President, Secretary 1997 36,000 0 0 0 0 0
and director 1996 36,000 65,115 16,133 (2) 0 0 0
(1) For 1999, Mr. Grady receives a salary at the rate of $36,000 per
year.
(2) Includes SEP contribution of $15,293 and personal use of auto of
$840.
</TABLE>
The Company has no options or warrants outstanding, and the
Company has never awarded any Stock Appreciation Rights.
No officer or director of the Company exercised any options or
warrants to purchase Common Stock of the Company during the past three
years. The Company has no stock option, profit sharing or other deferred
compensation plans. The Company has no standing audit, compensation or
nominating committees.
5 ADDITIONAL INFORMATION
GENERAL
Since August 1993, the Company has been registered under the
Investment Company Act of 1940 ("1940 Act"). Section 10(a) of the 1940
Act requires that no more than 60% of the directors of a registered
investment company may be "interested" persons, as that term is
described in the 1940 Act.
CURRENT ACTIVITIES
The Company is a "non-diversified, closed-end" Investment Company
under the 1940 Act. The Company has elected to concentrate its
investments in securities believed by management of the Company to have
the potential for long-term capital appreciation, and does not seek to
broadly diversify its investments. The Company's principal business
activities currently consist of monitoring its investments and
investigating potential new investments.
Presently, the Company's assets consist of investments in seven
companies. Because the securities currently held in the Company's
portfolio have a limited or no public trading market, the Company has a
limited amount of liquid assets with which to make new investments and
has not made any such new investments since November 1997.
SEC EXAMINATION
In 1998, the Securities and Exchange Commission (the "Commission")
conducted an examination of the Company's books and records and
identified certain deficiencies including those described below. The
Company has taken steps to address these deficiencies, but to date has
not been able to fully resolve them. The Company currently is not in
full compliance with the requirements of the 1940 Act and, while it is
continuing its efforts to address the deficiencies identified by the
Commission, it does not expect to be in full compliance in the near
future.
The Commission's examination included a review of certain past
transactions by the Company and a request for additional information
about such transactions. The Company has provided the information
requested by the Commission. The Commission, in its examination report,
also identified certain deficiencies in the Company's operating
procedures. In response to the Commission's examination report, the
Company has adopted written operating procedures which address, among
other things, reporting and review of personal securities transactions
of the Company's officers and directors, review of transactions with
affiliates, procedures relating to custody of securities (including
securities held in self-custody by the Company), and periodic review of
the Company's valuation of its portfolio securities. The Company has
implemented and is continuing to implement these procedures, and has
discontinued the practice of holding any securities in self-custody.
However, the Company has not been able to fully resolve the deficiencies
identified by the Commission. For example, the 1940 Act requires that
each registered
6 investment company, including the Company,
obtain and maintain a
fidelity bond. The Company, which has never had such a bond, applied
for a fidelity bond in the fall of 1998 but its application was denied.
The Company does not expect to obtain a bond in the near term, and there
is no assurance that the Company will ever be able to obtain a bond.
Unless and until the Company obtains a fidelity bond, it will be in
violation of the requirements of the 1940 Act.
The Company and its directors and officers may be subject to
enforcement proceedings with respect to violations of the requirements
of the 1940 Act and the rules and regulations thereunder. In such
proceedings, the Commission may seek various sanctions, including
injunctions or monetary penalties, against the Company, its officers or
directors. The Company is unable to determine at this time what impact,
if any, such regulatory actions would have on the Company or its
shareholders.
FUTURE STATUS AS AN INVESTMENT COMPANY
The Company from time to time assesses the possibility of
acquiring an active business or otherwise taking action to discontinue
its status as an investment company and eventually de-registering under
the 1940 Act. The Company does not currently have any definitive plans
take any such actions. Any decision by the Company to discontinue its
activities as an investment company would be submitted to a vote of
shareholders as a condition to any application to the Commission to
de-register under the 1940 Act.
CERTAIN INFORMATION REGARDING 5% SHAREHOLDERS
The following table sets forth information as to the only persons
or group known by the Company to own beneficially more than 5% of the
Common Stock of the Company on October 31, 1999.
5% Ownership Table
Percentage of
Number of Outstanding
Name and Address Shares Shares
---------------- ------ -----------
Lawrence P. Grady (1).................... 2,363,000 41.4%
520 Diamond Lake Lane
Minneapolis, MN 55419
Electro Sensors.......................... 637,500 11.2%
1365 West 70th Street
Eden Prairie, MN 55344
All officers and directors
as a group (3 persons)................... 2,363,000 41.4%
(1) Includes 145,500 shares owned by Mr. Grady's wife, for which he
disclaims beneficial ownership.
7 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(Proposal 2)
The Board of Directors of the Company recommends that the
shareholders of the Company ratify the appointment of Ernst & Young LLP
as the Company's independent auditors for the year ending December 31,
1999. Representatives of Ernst & Young LLP are expected to be present at
the Annual Meeting and will have the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate
questions. Ratification of this appointment is proposed, as follows:
RESOLVED, that the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending December 31,
1999 is hereby ratified and confirmed.
The Board of Directors recommends shareholders vote FOR the
adoption of the foregoing Resolution.
SHAREHOLDER INFORMATION
The Company intends to hold its next Annual Meeting of
Shareholders in April or May 2000. Any shareholder proposals intended
to be included in the proxy materials for consideration at that Annual
Meeting should be received by the Company on or before March 1, 2000.
The Company suggests that all such proposals be sent to the Company by
certified mail-return receipt requested.
A copy of the Company's audited financial statements for the year
ended December 31, 1998, together with financial statements for the six
months ended June 30, 1999, has been mailed to all shareholders prior to
this proxy solicitation.
Please mark, sign, and date the enclosed proxy and return it
promptly in the enclosed envelope. The signing of a proxy will not
prevent you from attending the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Lawrence P. Grady
President and Secretary
Dated: November 24, 1999
8 MINN SHARES INC.
This Proxy Is Solicited on Behalf of the Management of the Company
The undersigned, having duly received the Notice of Annual Meeting and Proxy
Statement dated November 24, 1999, hereby appoints Lawrence P. Grady as Proxy
(with the power to act alone and with the power of substitution and
revocation) to represent the undersigned and to vote, as designated below, all
shares of Common Stock of Minn Shares Inc., held of record by the undersigned
on November 11, 1999, at the meeting of shareholders to be held at the offices
of Robins, Kaplan, Miller & Ciresi L.L.P., 2800 LaSalle Plaza, 800 LaSalle
Avenue, Minneapolis, Minnesota on December 17, 1999, at 9:00 a.m. (CST), and
any adjournment(s) thereof.
1. ELECTION OF DIRECTORS
____ FOR all nominees listed below (except as marked to the contrary).
____ WITHHOLD AUTHORITY to vote for all nominees listed below.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Lawrence P. Grady Burton Grossman Joan C. Maclin
2. PROPOSAL TO RATIFY ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31,1999.
____ FOR ____ AGAINST ____ ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon other
business of which the Board of Directors is presently unaware and which may
properly come before the meeting, and for the election of any person as a
member of the Board of Directors if a nominee named in the accompanying
Proxy Statement is unable to serve or for good cause will not serve.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
SHALL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND FOR THE
ADOPTION OF PROPOSAL 2.
PLEASE SIGN exactly as name appears
at the left. When shares are held by
joint tenants, both should sign. If
signing as attorney, executor,
administrator or guardian, please
give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a
partnership, please sign in
partnership name by an authorized
person.
-----------------------------------
Dated: , 1999
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MINN SHARES INC.
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(Name of Registrant as Specified In Its Charter)
N/A
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] 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:
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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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4) Date Filed:
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