UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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:
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
PHILLIPS CAPITAL INVESTMENTS, INC.
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] 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:
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PHILLIPS CAPITAL INVESTMENTS, INC.
15400 KNOLL TRAIL, SUITE 100
DALLAS, TEXAS 75248
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 31, 1997
To the Shareholders of Phillips Capital Investments, Inc.:
Notice is hereby given that a Special Meeting of the Shareholders of
Phillips Capital Investments, Inc. (the "Corporation") will be held at the
offices of the Corporation located at 15400 Knoll Trail, Suite 100, Dallas,
Texas 75248, on Monday, March 31, 1997 at 2:00 p.m. Central Time for the
following purpose.
(1) To approve or disapprove a change in the Corporation's investment
objective from long-term growth to maximum total return.
(2) To consider and act upon any other business (none known as of the date
of this Notice) which may legally come before the Special Meeting or
any adjournment thereof.
Pursuant to the Corporation's Bylaws, the Board of Directors has fixed the
close of business on March 6, 1997 as the record date for determination of the
Shareholders entitled to notice of and to vote at the Special Meeting. Only
Shareholders of record at that time will be entitled to vote at the Special
Meeting or any adjournment thereof.
Guy F. Phillips, Jr., President
Dallas, Texas
Dated: March 20, 1997
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PHILLIPS CAPITAL INVESTMENTS, INC.
PROXY STATEMENT
Special Meeting of Shareholders
March 31, 1997
Solicitation, Revocation, and Voting of Proxies
This information is furnished in connection with the solicitation by the
Board of Directors of Phillips Capital Investments, Inc., a Texas corporation,
herein referred to as the Corporation, of proxies to be used at a Special
Meeting of Shareholders of the Corporation to be held at 2:00 p.m. on March 31,
1997, at the Corporation's main office located at 15400 Knoll Trail, Suite 100,
Dallas, Texas 75248, and any adjournments thereof.
A form of proxy is enclosed for use at the meeting. The proxy may be
revoked by the Shareholder at any time before it is exercised, either by written
notice received by the Corporation prior to exercise or upon request of the
Shareholder made in person. If a Shareholder shall execute two or more valid
proxies, the proxy bearing the most recent date will be honored. All shares
represented by valid proxies received pursuant to this solicitation will be
voted at the Special Meeting if not revoked prior to exercise. Where the
Shareholder specifies by means of the proxy a choice with respect to the matter
to be acted upon, the shares will be voted in accordance with the specification
as made. Abstentions will be treated as votes not cast, and will have the effect
of a vote against the matter to be acted upon.
The entire cost of solicitation will be borne by the Corporation. The
officers or the regular employees of the Corporation, or the Corporation's
investment adviser ("Phillips Capital Management, Inc."), may solicit proxies
from the Shareholders either personally or by telephone or by special letter. It
is expected that this proxy statement will be first mailed to Shareholders on or
about March 20, 1997.
A majority of the shares of the Corporation entitled to vote at the Special
Meeting, and present in person or represented by proxy, constitutes a quorum for
the transaction of business at the Special Meeting. A change in the
Corporation's investment objective as described in the sole Proposal for the
Special Meeting requires the approval by a vote of (i) 67 percent or more of the
outstanding voting securities present, if the holders of more than 50 percent of
the outstanding voting securities are present or represented by proxy, or (ii)
more than 50 percent of the outstanding voting securities of the Corporation,
whichever is less.
Voting Securities and Principal Holders Thereof
The total number of shares of the Corporation entitled to vote as of March
6, 1997, the record date for determination of Shareholders entitled to notice of
and to vote at the Special Meeting, was 326,471.893. Each share of stock is
entitled to one vote, and each fractional share is entitled to a proportional
fractional vote. The following individuals each owned beneficially five percent
or more of the Corporation's common stock as of March 6, 1997.
Name/Address Shares Percentage
Frank T. Hundley
Dallas, Texas 57,007.160 17.46
Gregory D. Potter
Dallas, Texas 36,843.090 11.29
Mark E. Hennes
Garland, Texas 24,866.042 7.62
Bette M. McCormick
Richadson, Texas 23,070.591 7.07
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Name/Address Shares Percentage
Ewell L. Tankersley
Austin, Texas 21,030.445 6.44
The officers and directors of the Corporation as a group beneficially owned
in the aggregate 31,874.927 (9.77%) shares of the Corporation's common stock.
Those individuals beneficially owning more than 1% of the Corporation's common
stock were: Guy F. Phillips, Jr. (President & Director) - 5,098.85 (1.56%)
shares, Richard K. Spires (Vice President & Director) - 3,705.486 (1.14%)
shares, and Bette M. McCormick (Assistant Secretary) - 23,070.591 7.07%) shares.
Proposal to Change Investment Objective
The Board of Directors has determined that the proposed investment
objective of maximun total return would be more accurate than the Corporation's
current investment objective of long-term growth because the Corporation has
held, and may continue to hold, a significant amount of securities other than
common stocks. The adoption of such an investment objective is anticipated to
make no material change in the investment philosophy and policies used to manage
the Corporation's portfolio. At their regular meeting on December 19, 1996, the
Board of Directors unanimously approved the proposed change in the Corporation's
investment objective and submission of such change to Shareholders for their
approval. If approved by the Shareholders at the Special Meeting, the
Corporation will continue to seek to maximize Shareholder total return (capital
appreciation plus current income), without undue risk. Subject to its investment
restrictions, the Corporation's portfolio will normally be 50% to 90% invested
in common stocks of U.S. and foreign companies. The balance may be invested in
investment grade debt securities (including U.S. Government securities and
corporate bonds), and money market instruments as described in the Corporation's
current Prospectus. Additionally, the Corporation may invest up to 5% of its
total assets in each of the following: preferred stocks, convertible preferred
stocks, and convertible debt securities.
Additional Information
Phillips Capital Management, Inc., 15400 Knoll Trail, Suite 100, Dallas,
Texas 75248, is the Corporation's Investment Adviser. The Corporation serves as
its own underwriter and administrator.
The Board of Directors knows of no other matters which properly may be
presented at the Special Meeting. If any other matters legally come before the
Special Meeting, it is intended that the accompanying proxy may be voted on such
matters in accordance with the best judgement of the holder named in the proxy.
A copy of the Annual Report to Shareholders of the Corporation, which
includes audited financial statements of the Corporation for the year ended
December 31, 1996, may be obtained, without charge, by returning the enclosed
request form in the pre-stamped envelope herein provided.
The next annual meeting Shareholders is anticipated to be considered in
May, 1997. A unanimous consent of Shareholders regarding the matters subject to
Shareholder Vote at that time, as provided by Texas law and as has occurred
annually since inception of the Corporation, would nullify the requirement for
such in person annual meeting.
Guy F. Phillips, Jr., President
Dated: March 10, 1997
-2-
<PAGE>
PROXY
FOR THE SHARES OF PHILLIPS CAPITAL INVESTMENTS, INC., A TEXAS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Guy F. Phillips, Jr. as the proxy of the undersigned,
with power of substitution, to vote and otherwise represent all of the shares of
the undersigned at the Special Meeting of Shareholders of the Corporation on
March 31, 1997, and any adjournments thereof, with the same effect as if the
undersigned were present and voting the shares, on the following matter and in
the following manner:
No. 1. Proposal to change the Corporation's Investment Objective
from long-term growth to maximum total return effective
March 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATION
MADE. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED IN FAVOR OF THE ABOVE PROPOSAL. MANAGEMENT KNOWS OF NO OTHER MATTERS WHICH
MAY PROPERLY BE PRESENTED AT THE SPECIAL MEETING, BUT IF ANY OTHER MATTERS DO
PROPERLY COME BEFORE THE MEETING, AUTHORIZATION IS GIVEN FOR THE PROXY HOLDER TO
VOTE ACCORDING TO HIS BEST JUDGEMENT.
The undersigned acknowledge receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement, dated March 10, 1997.
Shareholder Name(s):
Shareholder Acct. No.:
Dated: ___________________, 19__
__________________________________
Signature
__________________________________
Signature
Note: Please sign exactly as your name(s) appear on the Proxy and
promptly return in the accompanying pre-stamped envelope.
