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 ss. 240.14a-11(c) or ss. 240.14a-12
American Select Portfolio Inc.
American Strategic Income Portfolio Inc.
American Strategic Income Portfolio Inc.--II
American Strategic Income Portfolio Inc.--III
American Government Income Portfolio, Inc.
American Government Income Fund Inc.
American Opportunity Income Fund Inc.
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(Name of Registrant as Specified in its Charter)
(specify)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a96(i)(4) and O-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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AMERICAN SELECT PORTFOLIO INC.
AMERICAN STRATEGIC INCOME PORTFOLIO INC.
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III
AMERICAN GOVERNMENT INCOME PORTFOLIO, INC.
AMERICAN GOVERNMENT INCOME FUND INC.
AMERICAN OPPORTUNITY INCOME FUND INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 20, 1997
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, Minnesota 55402-3804
NOTICE IS HEREBY GIVEN that an annual meeting of shareholders of American
Select Portfolio Inc., American Strategic Income Portfolio Inc., American
Strategic Income Portfolio Inc.--II, American Strategic Income Portfolio
Inc.--III, American Government Income Portfolio, Inc., American Government
Income Fund Inc. and American Opportunity Income Fund Inc. (individually, a
"Fund" and collectively, the "Funds") will be held at 10:00 a.m., Central Time,
on Wednesday, August 20, 1997, on the eleventh floor of the Piper Jaffray Tower,
222 South Ninth Street, Minneapolis, Minnesota. The purposes of the meeting are
as follows:
1. To establish the number of members of the Board of Directors of each
Fund at seven and to elect each Fund's Board of Directors.
2. To ratify the selection of KPMG Peat Marwick LLP as independent public
accountants of each Fund for the current fiscal year.
3. To transact such other business as may properly come before the
meeting.
Shareholders of record on June 25, 1997, are the only persons entitled to
notice of and to vote at the meeting and any adjournments thereof. Your
attention is directed to the attached Proxy Statement.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING, PLEASE
FILL IN, SIGN, DATE, AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN
ORDER TO SAVE THE FUNDS FURTHER SOLICITATION EXPENSE. A stamped return envelope
is enclosed for your convenience.
By order of the Boards of Directors
Susan Sharp Miley
Secretary
Dated: July 11, 1997
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS--AUGUST 20, 1997
The enclosed proxy is solicited by the Board of Directors of American
Select Portfolio Inc. ("SLA"), American Strategic Income Portfolio Inc. ("ASP"),
American Strategic Income Portfolio Inc.--II ("BSP"), American Strategic Income
Portfolio Inc.--III ("CSP"), American Government Income Portfolio, Inc. ("AAF"),
American Government Income Fund Inc. ("AGF") and American Opportunity Income
Fund Inc. ("OIF") (individually, a "Fund" and collectively, the "Funds") in
connection with each Fund's annual meeting of shareholders to be held August 20,
1997, and any adjournments thereof. The costs of solicitation, including the
cost of preparing and mailing the Notice of Meeting and this Proxy Statement,
will be allocated among the Funds, and such mailing will take place on
approximately July 11, 1997. Representatives of Piper Capital Management
Incorporated (the "Adviser"), the investment adviser and manager of each Fund,
may, without cost to the Funds, solicit proxies on behalf of the management of
the Funds by means of mail, telephone, or personal calls. The address of the
Funds and the Adviser is 222 South Ninth Street, Minneapolis, Minnesota 55402.
A proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the Funds, or at the meeting prior to voting.
Unless revoked, proxies that have been returned by shareholders without
instructions will be voted "for" each proposal. In instances where choices are
specified in the proxy, those proxies will be voted as the shareholder has
instructed. With regard to the election of directors, votes may be cast in favor
or withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect. With regard to the ratification of accountants, an
abstention may be specified and will be counted as present for purposes of
determining whether a quorum of shares is present at the meeting with respect to
the proposal, but will be counted as a vote "against" such proposal. So far as
the Board of Directors is aware, no matters other than those described in this
Proxy Statement will be acted upon at the meeting. Should any other matters
properly come before the meeting calling for a vote of shareholders, it is the
intention of the persons named as proxies to vote upon such matters according to
their best judgment.
Only those shareholders owning shares as of the close of business on June
25, 1997, may vote at the meeting or any adjournments thereof. As of that date,
there were issued and outstanding common shares, each with a $.01 par value, of
each Fund as follow: SLA -- 13,283,967; ASP -- 5,247,721; BSP -- 19,940,735; CSP
- -- 26,742,546; OIF -- 22,663,473; AAF -- 24,469,677; and AGF -- 21,441,249.
Common shares represent the only class of securities of each Fund. Each
shareholder is entitled to one vote for each share held. No person, to the
knowledge of Fund management, was the beneficial owner of more than 5% of the
voting shares of any Fund as of June 25, 1997.
In the event that sufficient votes are not received for the adoption of
either proposal, an adjournment or adjournments of the meeting may be sought.
Any adjournment would require a vote in favor of the adjournment by the holders
of a majority of the shares present (in person or by proxy) at the meeting or
any adjournment thereof. The persons named as proxies will vote all shares that
have voted for the proposal in favor of adjournment; shares voted against the
proposal will be voted against adjournment.
COPIES OF EACH FUND'S MOST RECENT ANNUAL REPORT AND SUCCEEDING SEMI-ANNUAL
REPORT, IF ANY, IS AVAILABLE TO SHAREHOLDERS UPON REQUEST. IF YOU WOULD LIKE TO
RECEIVE A COPY, PLEASE CONTACT THE FUNDS AT 222 SOUTH NINTH STREET, MINNEAPOLIS,
MINNESOTA 55402, OR CALL 800-866-7778, EXTENSION 6786, AND ONE WILL BE SENT,
WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, shareholders of each Fund will be asked to elect the
members of that Fund's Board of Directors. The Bylaws of each Fund provide that
the shareholders have the power to establish the number of Directors (subject to
the authority of the Board of Directors to increase or decrease the number as
permitted by law). The Directors recommend that the size of the Board of
Directors of each Fund be established at seven.
It is intended that the enclosed proxy will be voted for the election of
the seven persons named below as Directors of each Fund unless such authority
has been withheld in the proxy. The term of office of each person elected will
be until the next annual meeting of shareholders or until his or her successor
is duly elected and shall qualify. Pertinent information regarding each
nominee's principal occupation and business experience during the past five
years is set forth below. Each nominee also serves as a Director of each of the
other closed-end and open-end investment companies managed by the Adviser. Each
nominee has served as a Director since each Fund commenced operations with the
following exceptions: Messrs. Bennett, Dyer and Latimer have served as Directors
of OIF, AAF and AGF since December 1, 1989, October 30, 1989 and October 23,
1991, respectively; Ms. Emmerich has served as a Director of ASP, BSP, OIF, AAF
and AGF since May 18, 1993; and Mr. Hughey has served as a Director of each Fund
since September 3, 1996.
Name Age Principal Occupation/Business Experience
- --------------------------------------------------------------------------------
David T. Bennett 56 Of counsel to the law firm of Gray, Plant,
Mooty, Mooty & Bennett P.A., Minneapolis,
Minnesota. Mr. Bennett is chairman of a group of
privately held companies and serves on the board
of directors of a number of non-profit
organizations.
Jaye F. Dyer 70 President of Dyer Management Company, a private
management company, since 1991. Mr. Dyer serves
on the board of directors of Northwestern
National Life Insurance Company, The ReliaStar
Financial Corp. (the holding company of
Northwestern National Life Insurance Company)
and various privately held and nonprofit
corporations.
William H. Ellis* 55 President of Piper Jaffray Companies Inc.;
Director and Chairman of the Board of the
Adviser; President of the Adviser since 1994;
Director of Piper Jaffray Inc.
Karol D. Emmerich 48 President of The Paraclete Group, a consultant
to nonprofit organizations, since 1993; prior
thereto, Ms. Emmerich was Vice President,
Treasurer and Chief Accounting Officer of Dayton
Hudson Corporation from 1980 to 1993. Ms.
Emmerich is an Executive Fellow at the
University of St. Thomas Graduate School of
Business and serves on the board of directors of
a number of privately held and nonprofit
corporations.
Luella G. Goldberg 60 Member of the Board of Directors of Northwestern
National Life Insurance Company (since 1976),
The ReliaStar Financial Corp. (since 1989), TCF
Bank Savings fsb (since 1985), TCF Financial
Corporation (since 1988) and Hormel Foods Corp.
(since 1993). Ms. Goldberg also serves as a
Trustee of Wellesley College and as a director
of a number of other organizations, including
the University of Minnesota Foundation and the
Minnesota Orchestral Association. Ms. Goldberg
was Chairman of the Board of Trustees of
Wellesley College from 1985 to 1993 and acting
President from July 1, 1993 to October 1, 1993.
David A. Hughey 65 Trustee of Bentley College. Prior to September
1996, Mr. Hughey was Executive Vice President
and Chief Administrative Officer of Dean Witter
InterCapital Inc., Dean Witter Services Company
Inc. and Dean Witter Distributors Inc.;
Director, Executive Vice President and Chief
Administrative Officer of Dean Witter Trust
Company; Vice President of Dean Witter Family of
Funds and TCW/DW Family of Funds; and Director
of ICI Mutual Insurance Company.
George Latimer 61 Chief Executive Officer of National Equity Fund,
Chicago, Illinois since 1995; prior thereto, Mr.
Latimer was Director, Special Actions Office,
Office of the Secretary, Department of Housing
and Urban Development since 1993; and prior
thereto, Mr. Latimer had been Dean of Hamline
Law School, Saint Paul, Minnesota, from 1990 to
1993. Mr. Latimer also serves on the board of
directors of Digital Biometrics, Inc. and
Payless Cashways, Inc.
- ---------------------------
*Denotes Directors who are "interested persons" (as defined by the Investment
Company Act of 1940, as amended) of the Funds. Mr. Ellis is deemed an
"interested person" of the Funds because of his positions with the Adviser and
its affiliates.
As of June 25, 1997, the officers and Directors of the Funds as a group
beneficially owned less than 1% of the outstanding shares of each Fund. None of
the Funds' officers or Directors has a family relationship with any other Fund
officer or Director.
The Board of Directors of each Fund has established an Audit Committee,
currently consisting of Mr. Hughey, Ms. Goldberg and Ms. Emmerich, who serves as
its chairperson. The Audit Committee met twice during each Fund's most recent
fiscal year. The Funds do not have nominating or compensation committees.
The functions to be performed by the Audit Committee are to recommend
annually to the Board a firm of independent certified public accountants to
audit the books and records of the Funds for the ensuing year; to monitor that
firm's performance; to review with the firm the scope and results of each audit
and determine the need, if any, to extend audit procedures; to confer with the
firm and representatives of the Funds on matters concerning the Funds' financial
statements and reports including the appropriateness of its accounting practices
and of its financial controls and procedures; to evaluate the independence of
the firm; to review procedures to safeguard portfolio securities; to review the
purchase by the Funds from the firm of non-audit services; to review all fees
paid to the firm; and to facilitate communications between the firm and the
Funds' officers and Directors.
During each Fund's most recently ended fiscal year, there were seven
meetings of the Board of Directors. All Directors attended at least 75% of the
aggregate of the total number of meetings of the Board of Directors and the
total number of meetings of committees on which they served that were held while
they were on the Board of Directors or on such committee.
No compensation is paid by the Funds to any Director who is an officer or
employee of the Adviser or any of its affiliates. The Funds, together with all
closed-end investment companies managed by the Adviser, pay each of the other
Directors an aggregate quarterly retainer of $5,000, which is allocated among
the Funds and such other investment companies on the basis of each company's net
assets. In addition, each Fund pays each such Director a fee for each in-person
meeting of the Board of Directors he or she attends. Such fee is based on the
net asset value of the Fund and ranges from $250 (net assets of less than $200
million) to $1,500 (net assets of $5 billion or more). Members of the Audit
Committee who are not affiliated with the Adviser receive $1,000 per meeting
attended ($2,000 for the chairperson of such Committee) with such fee being
allocated among all closed- and open-end investment companies managed by the
Adviser on the basis of relative net asset values. In addition, each Director
who is not affiliated with the Adviser is reimbursed for expenses incurred in
connection with attending meetings.
The following table sets forth the compensation received by each Director
from each Fund for its most recent fiscal year, as well as the total
compensation received by each Director from the Funds and all other open-end and
closed-end investment companies managed by the Adviser (the "Fund Complex") for
the twelve-months ended December 31, 1996. Mr. Ellis, as an officer of the
Adviser, did not receive any such compensation and is not included in the table.
Fund Bennett Dyer Emmerich Goldberg Hughey Latimer
- -----------------------------------------------------------------------------
SLA $ 2,232 $ 2,289 $ 2,289 $ 2,345 $ -- $ 2,232
ASP $ 2,232 $ 2,289 $ 2,289 $ 2,345 $ -- $ 2,232
BSP $ 3,085 $ 3,023 $ 3,148 $ 3,117 $ 2,242 $ 2,992
CSP $ 3,085 $ 3,023 $ 3,086 $ 3,086 $ 2,211 $ 2,992
OIF $ 2,232 $ 2,289 $ 2,289 $ 2,345 $ -- $ 2,232
AAF $ 2,232 $ 2,289 $ 2,289 $ 2,345 $ -- $ 2,232
AGF $ 2,232 $ 2,289 $ 2,289 $ 2,345 $ -- $ 2,232
TOTAL
COMPENSATION
FROM FUND
COMPLEX* $ 56,250 $ 58,750 $ 58,750 $60,750 $ -- $56,750
- ----------------------
* Currently consists of 20 open-end and closed-end investment companies managed
by the Adviser, including the Funds.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF
ALL NOMINEES TO SERVE AS DIRECTORS. For each Fund, the vote of a majority of the
shares represented at the meeting is sufficient for the election of the above
nominees, provided at least a quorum (a majority of the outstanding shares) is
represented in person or by proxy. Unless otherwise instructed, the proxies will
vote "for" all nominees. In the event any of the above nominees are not
candidates for election at the meeting, the proxies will vote for such other
persons as the Board of Directors may designate. Nothing currently indicates
that such a situation will arise.
PROPOSAL TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Investment Company Act of 1940 (the "1940 Act") provides that every
registered investment company shall be audited at least once each year by
independent public accountants selected by a majority of the directors of the
investment company who are not interested persons of the investment company or
its investment adviser. The 1940 Act requires that the selection be submitted
for ratification or rejection by the shareholders at their next annual meeting
following the selection.
The Directors, including a majority who are not interested persons of the
Adviser or the Funds, have selected KPMG Peat Marwick LLP to be the Funds'
independent public accountants for each Fund's current fiscal year. KPMG Peat
Marwick LLP has no direct or material indirect financial interest in the Funds
or in the Adviser, other than receipt of fees for services to the Funds. KPMG
Peat Marwick LLP also serves as the independent public accountants for each of
the other investment companies managed by the Adviser and has been the
independent public accountants for the Funds since commencement of operations.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
meeting. Such representatives will have the opportunity to make a statement to
shareholders if they choose to do so and are expected to be available to respond
to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF
THE RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP. For each Fund, the
vote of a majority of the shares represented at the meeting is sufficient for
the ratification of the selection of the independent public accountants,
provided at least a quorum (a majority of the outstanding shares) is represented
in person or by proxy. Unless otherwise instructed, the proxies will vote "for"
the ratification of the selection of KPMG Peat Marwick LLP as each Fund's
independent public accountants.
EXECUTIVE FUND OFFICERS
Information about each executive officer's position and term of office with
the Funds and business experience during the past five years is set forth below.
Unless otherwise indicated, all positions have been held more than five years.
The executive officers of SLA, ASP, BSP and CSP are:
Name Age Position/Term of Office/Business Experience
- -------------------------------------------------------------------------------
William H. Ellis 55 Chairman of the Boards of Directors. See
information in Proposal One.
Paul A. Dow 46 President since 1996. Senior Vice President and
Chief Investment Officer of the Adviser.
John G. Wenker 45 Senior Vice President since 1996. Senior Vice
President of the Adviser since 1993. Previously,
Managing Director of Piper Jaffray Inc. from
1992 to 1993.
Robert H. Nelson 33 Vice President since 1996 and Treasurer since
1995. Senior Vice President of the Adviser since
1993. Previously, Vice President of the Adviser
from 1991 to 1993.
Amy Ayd 27 Vice President since 1996. Assistant Vice
President of the Adviser since 1995. Previously,
an analyst at IDS Advisory Group from 1993 to
1994 and an analyst at North American Life and
Casualty Company from 1991 to 1992.
Russ J. Kappenman 33 Vice President and Assistant Secretary since
1996. Senior Vice President of the Adviser since
1996. Previously, Vice President of the Adviser
from 1991 to 1996.
Julene R. Melquist 31 Vice President since 1996. Assistant Vice
President of the Adviser since 1994. Previously,
investment executive at Kidder Peabody during
1993 and treasury analyst at St. Jude Medical
from 1988 to 1992.
William T. Nimmo 37 Vice President since 1997. Vice President of the
Adviser since 1996. Previously, Vice President
at Washington Square Capital from 1991 to 1996.
Daniel W. Schroer 35 Vice President and Assistant Secretary since
1996. Analyst of the Adviser since 1994.
Previously, analyst at Piper Jaffray Inc. from
1991 to 1994.
Susan S. Miley 40 Secretary since 1996. Senior Vice President and
General Counsel of the Adviser since 1995.
Previously, counsel for American Express
Financial Advisors, Minneapolis from 1994 to
1995 and attorney at Simpson Thacher & Bartlett,
New York, New York from 1984 to 1992.
The executive officers of AAF, AGF and OIF are:
Name Age Position/Term of Office/Business Experience
- -------------------------------------------------------------------------------
William H. Ellis 55 Chairman of the Boards of Directors. See
information in Proposal One.
Paul A. Dow 46 See information above.
Robert H. Nelson 33 See information above.
Susan S. Miley 40 See information above.
SUPPLEMENTAL INFORMATION
Based on Fund records and other information, the Funds believe that all SEC
filing requirements applicable to their Directors and officers, the Adviser and
companies affiliated with the Adviser, pursuant to Section 16(a) of the
Securities Exchange Act of 1934, with respect to each Fund's fiscal year end
were satisfied.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder to be considered for presentation at the next
Annual Meeting must be received at the Funds' offices, Piper Jaffray Tower, 222
South Ninth Street, Minneapolis, Minnesota 55402, no later than March 1, 1998.
Susan Sharp Miley
Secretary
Dated: July 11, 1997
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TIME:
WEDNESDAY, AUGUST 20, 1997
AT 10:00 A.M.
PLACE:
PIPER JAFFRAY TOWER, ELEVENTH FLOOR
222 SOUTH NINTH STREET
MINNEAPOLIS, MINNESOTA
IMPORTANT:
PLEASE DATE AND SIGN YOUR PROXY CARD AND RETURN IT PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE.
APPENDIX A
[INSERT NAME OF FUND]
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints William H. Ellis, Susan S. Miley and Robert H.
Nelson, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
[insert name of Fund] (the "Fund"), held by the undersigned at the annual
meeting of shareholders of the Fund to be held on August 20, 1997, and at any
adjournments thereof, with all the powers the undersigned would possess if
present in person. All previous proxies given with respect to the meeting are
revoked.
THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: David T. Bennett, Jaye F. Dyer, William H. Ellis, Karol D.
Emmerich, Luella G. Goldberg, David A. Hughey and George Latimer. (Instruction:
To withhold authority to vote for any individual nominee, write that nominee's
name on the line provided below.)
- -------------------------------------------------------------------------------
2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any adjournments or
postponements thereof.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE
ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.
Dated:___________________________, 1997
_______________________________________
_______________________________________
IMPORTANT: Please date and sign this
Proxy. If the stock is held jointly,
signature should include both names.
Executors, administrators, trustees,
guardians, and others signing in a
representative capacity should give
their full title as such.
