<PAGE>
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 Section 240.14a-11(c) or Section
240.14a-12
WEITZ SERIES FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
-----------------------------------------------------------------------
(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 (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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
WEITZ SERIES FUND, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 2, 1997
Dear Shareholder:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Weitz Series Fund, Inc. (the "Company"), consisting of the Value
Portfolio, the Fixed Income Portfolio, the Government Money Market Portfolio and
the Hickory Portfolio (each a "Portfolio" and collectively, the "Portfolios")
will be held on Monday, June 2, 1997 at 4:30 p.m., at the Marriott Hotel, 10220
Regency Circle, Omaha, Nebraska. The purpose of the Meeting is to consider and
vote upon the following matters:
FOR THE SHAREHOLDERS OF EACH PORTFOLIO OF THE COMPANY:
Proposal 1. To elect six members of the Board of Directors of the Company;
Proposal 2. To ratify the selection of McGladrey & Pullen, LLP as independent
auditor for the Company;
Proposal 3. To amend the Bylaws of the Company to conform the requirements
therein relating to election of the Board of Directors by the
shareholders to the requirements of the Investment Company Act of
1940;
FOR THE SHAREHOLDERS OF THE VALUE PORTFOLIO ONLY:
Proposal 4. To amend the Value Portfolio's fundamental investment restrictions
to eliminate the restriction which prohibits the portfolio's use of
certain investment techniques such as short sales and put and call
options.
Proposal 5. To amend the Value Portfolio's fundamental investment restrictions
to eliminate the restriction relating to investing in the
securities of other investment companies.
FOR THE SHAREHOLDERS OF THE HICKORY PORTFOLIO ONLY:
Proposal 6. To amend the Hickory Portfolio's fundamental investment
restrictions to eliminate the restriction which prohibits the
portfolio's use of certain investment techniques such as short
sales and put and call options.
Proposal 7. To amend the Hickory Portfolio's fundamental investment
restrictions to eliminate the restriction relating to investing in
the securities of other investment companies.
1
<PAGE>
<TABLE>
<S> <C> <C>
SHAREHOLDER VOTING SUMMARY
<CAPTION>
Shareholders Shareholders Shareholders
All Portfolios Value Portfolio Only Hickory Portfolio Only
<S> <C> <C>
Proposal One Proposal Four Proposal Six
Proposal Two Proposal Five Proposal Seven
Proposal Three
</TABLE>
The Company will also consider and act upon any matters incidental to the
foregoing and transact such other business as may properly come before the
Meeting.
The close of business on April 14, 1997 has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting.
All shareholders are cordially invited to attend the Meeting in person.
PLEASE COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. THE
PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ARE
ABLE TO ATTEND THE MEETING.
By Order of the Board of Directors
[/S/ MARY K. BEERLING]
Mary K. Beerling
Vice President and Secretary
May 2, 1997
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
In order to avoid the additional expense of a second solicitation, we urge you
to complete, sign and return the enclosed proxy. The enclosed addressed envelope
requires no postage and is intended for your convenience.
- --------------------------------------------------------------------------------
2
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and may help avoid the time and expense involved in validating your vote if
you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS: the capacity of the individual signing the proxy
card should be indicated. For example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
- ---------------------------------------- ------------------------------
<S> <C>
CORPORATE ACCOUNTS
(1) ABC Corp. ........................ John Doe, Treasurer
(2) ABC Corp.
c/o John Doe .................... John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan .... John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust ........................ Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 .................. Jane B. Doe, Trustee
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o
John B. Smith, Jr., UGMA ........ John B. Smith
(2) John B. Smith .................... John B. Smith, Jr., Executor
</TABLE>
3
<PAGE>
WEITZ SERIES FUND, INC.
ONE PACIFIC PLACE
1125 SOUTH 103 STREET, SUITE 600
OMAHA, NEBRASKA 68124-6008
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
JUNE 2, 1997
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Weitz Series Fund, Inc. (the "Company"),
consisting of the Value Portfolio, the Fixed Income Portfolio, the Government
Money Market Portfolio and the Hickory Portfolio (each, a "Portfolio" and
collectively the "Portfolios") to be used at the Special Meeting of Shareholders
to be held on Monday, June 2, 1997 at The Marriott Hotel, 10220 Regency Circle,
Omaha, Nebraska. All persons who are shareholders of the Company as of April 14,
1997, the record date (the "Record Date"), will be entitled to notice of and to
vote at the Meeting. The Company knows of no other business to be voted upon at
the Meeting other than, for shareholders of all the Company's Portfolios,
Proposals 1 through 3 set forth in the accompanying Notice of Meeting of
Shareholders (the "Notice"), for shareholders of the Value Portfolio only,
Proposals 4 and 5 set forth in the accompanying Notice and for shareholders of
the Hickory Portfolio only, Proposals 6 and 7 set forth in the accompanying
Notice. Each Proposal is more fully described in the Proxy Statement. The
mailing address of the principal executive offices of the Company is: 1125 South
103 Street, Suite 600, Omaha, Nebraska 68124-6008. Proxies should be returned to
Service Data Corporation, 2424 South 130 Circle, Omaha, Nebraska 68144-9823. The
approximate date on which this Proxy Statement and Proxy are first sent to
shareholders of the Company is May 2, 1997.
Only shareholders of record of the Company at the close of business on the
Record Date will be entitled to notice of and to vote at the Meeting. Shares
represented by proxies, unless previously revoked, will be voted at the Meeting
in accordance with the instructions of the shareholders. If no instructions are
given, the proxies will be voted in favor of the proposals. Any shareholder
executing a proxy has the power to revoke it at any time before it is exercised,
either by personal attendance at the Meeting, the execution of a new proxy, or
by written notice received by the Company prior to the Meeting.
4
<PAGE>
On the Record Date, there were 24,399,141 shares of the Company's voting
stock outstanding. Of such total the following number of shares were outstanding
for each of the Company's portfolios: 13,000,041 for the Value Portfolio,
2,028,682 for the Fixed Income Portfolio, 8,689,569 for the Government Money
Market Portfolio and 680,849 for the Hickory Portfolio. Each shareholder is
entitled to one vote for each full share owned (with proportionate voting for
fractional shares) on each matter presented for the approval of such shareholder
at the Meeting. Shares owned by two or more persons (whether as joint tenants,
co-fiduciaries, or otherwise) will be voted as follows, unless a written
instrument or court order providing to the contrary has been filed with the
Company: (1) if only one votes, that vote will bind all; (2) if more than one
votes, the vote of the majority will bind all; and (3) if all vote, and the
votes are evenly divided, the vote will be cast proportionately. Abstentions and
"broker non-votes" (as defined below) are counted for purposes of determining
whether a quorum is present, but do not represent votes cast with respect to any
Proposal. "Broker non-votes" are shares held by a broker or nominee for which an
executed proxy is received by the Company, but are not voted as to one or more
Proposals because instructions have not been received from the beneficial owners
or persons entitled to vote and the broker or nominee does not have
discretionary voting power. Cumulative voting is not authorized. In the event
that proxies and shares represented in person at the Meeting are not sufficient
to approve or ratify the proposals described herein, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Such adjournments will require the affirmative vote of
the holders of a majority of the shares present in person or by proxy at the
Meeting. The persons named as proxies anticipate that they will vote in favor of
such adjournments if they determine that such adjournment and additional
solicitation is reasonable and in the interests of the Company's shareholders.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF EACH PORTFOLIO'S MOST
RECENT ANNUAL REPORT TO SHAREHOLDERS, UPON REQUEST, WHICH MAY BE MADE EITHER BY
WRITING TO THE COMPANY AT THE ADDRESS ABOVE OR BY CALLING (800) 232-4161 OR
(402) 391-1980. THE ANNUAL REPORT WILL BE MAILED TO YOU BY FIRST-CLASS MAIL
WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
PROPOSAL 1. ELECTION OF DIRECTORS
(ALL PORTFOLIOS VOTING)
The persons named below are nominees for election as directors to hold
office until the next meeting of shareholders at which directors are elected or
until a successor has been elected and qualified. Each person listed is
presently a director of the
5
<PAGE>
Company except for Lorraine Chang who has been nominated by the Board of
Directors to fill a current vacancy on the Board. Each of the persons listed
below has consented to being named in this Proxy Statement and has indicated a
willingness to serve as a director if elected. Unless otherwise instructed, the
proxy holder will vote the proxies received for the election of the persons
listed below. It is not expected that any of the nominees will decline or become
unavailable for election, but in case this should happen, the proxy holders
reserve the right to select and substitute another person as a director nominee.
<TABLE>
<CAPTION>
Name, Age and Position
with the Company Principal Occupation Director Since
- ------------------------ ----------------------------------- ---------------------
<S> <C> <C>
Wallace R. Weitz* President, Treasurer, Director of Inception (December,
Age 48 the Company's Adviser, Wallace R. 1988)
Director, Treasurer and Weitz & Company since 1983;
President President and Director of the
Company's Distributor since 1986;
President, Treasurer and Director
of Weitz Partners, Inc., a
registered investment company since
1993; account executive and
financial analyst for Chiles,
Heider & Co., Inc. (1973-1983) and
G.A. Saxton & Co., Inc.
(1970-1973); Chartered Financial
Analyst; 1970 graduate Carleton
College with degree in economics
John W. Hancock Partner, Hancock & Dana (certified Inception (December,
Age 49 public accountants) since its 1988)
Director inception in 1985; Director, Weitz
Partners, Inc. since 1993; Vice
President, Wallace R. Weitz &
Company (July, 1988-December,
1988); Senior Tax Manager, Peat,
Marwick, Mitchell & Co., Omaha, NE
(1978-1985)
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Name, Age and Position
with the Company Principal Occupation Director Since
- ------------------------ ----------------------------------- ---------------------
<S> <C> <C>
Richard D. Holland Retired; Director, Weitz Partners, June, 1995
Age 76 Inc. since 1995; Vice Chairman,
Director Rollheiser, Holland & Kahler
(advertising)(1979-1984);
President, Holland, Dreves & Reilly
(advertising)(1954-1979)
Thomas R. Pansing, Jr.* Partner, Gaines Mullen Pansing & Inception (December,
Age 52 Hogan; Director, Weitz Partners, 1988)
Director Inc. since 1993
Delmer L. Toebben President, Curzon Advertising & July, 1996
Age 66 Display, Inc. since 1977; Director,
Director Weitz Partners, Inc. since 1996
Lorraine Chang Independent Consultant N/A
Age 46 (organizational change strategies-
Director government and non-profit
organizations) since 1995;
Associate Assistant Secretary,
United States Department of Labor
(1993-1995); General Manager, Union
Pacific Railroad (1987-1993); Law
Department, Union Pacific Railroad
(1980-1987); United States
Environmental Protection Agency
(1976-1980)
</TABLE>
- ---------------------
* Mr. Weitz is considered an "interested person" of the Company, as that term
is defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "1940 Act") because he is an officer of Wallace R. Weitz &
Company, the investment adviser to the Company (the "Adviser"). Mr. Pansing
is considered an "interested person" of the Company because he has, from
time to time, provided certain legal services to the Company and the
Adviser.
7
<PAGE>
During the fiscal year ended March 31, 1997, the Company's Board of
Directors held four meetings. With the exception of Mr. Toebben, who joined the
Board in July of 1996, all incumbent Directors of the Company attended at least
75% of the aggregate of (i) the total number of meetings of the Board of
Directors (held during the period for which he was a director) and (ii) the
total number of meetings held by all committees of the Board on which he served.
The Board of Directors has an Audit Committee comprised of two members, John
Hancock and Richard Holland, both of whom are independent directors. The Audit
Committee holds two regular meetings during each fiscal year, at which time it
meets with the Company's independent auditors to review, as appropriate, such
matters as the scope of the audit, the services provided, the findings of the
most recent audit and any accounting or management issues that might arise
during the course of the audit.
The Board of Directors has a Nominating Committee whose members currently
are John Hancock, Richard Holland and Wallace Weitz. The Nominating Committee,
which functions only in an advisory capacity, reviews and recommends to the full
Board candidates for election to fill vacancies on the Company's Board of
Directors. The Nominating Committee will consider written recommendations from
shareholders for possible nominees. Shareholders should submit their
recommendation to the Secretary of the Company. Members of the Nominating
Committee met informally during the last full fiscal year, but the Committee
held no formal meetings.
As of the Record Date, the foregoing director nominees individually and the
officers of the Company as a whole owned beneficially 5% of the outstanding
shares of the Value Portfolio, 25% of the outstanding shares of the Fixed Income
Portfolio, 2% of the outstanding shares of the Government Money Market Portfolio
and 21% of the outstanding shares of the Hickory Portfolio.
8
<PAGE>
COMPENSATION TABLE
The following table sets forth information regarding all compensation paid
by the Company to its Directors for their services as Directors during the
fiscal year ended March 31, 1997. The Company has no pension or retirement plans
for its Directors.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM COMPANY AND
NAME OF COMPENSATION FROM WEITZ PARTNERS, INC.
PERSON, POSITION THE COMPANY PAID TO DIRECTORS
- -------------------------------------- ----------------- -----------------------
<S> <C> <C>
Carroll E. Fredrickson, Director (1) $2,004 $2,700
John W. Hancock, Director 6,206 8,200
Richard D. Holland, Director 5,506 7,300
Thomas R. Pansing, Jr., Director 5,904 7,600
Delmer L. Toebben, Director (2) 4,000 5,000
Wallace R. Weitz, Director (3) 0 0
</TABLE>
- ---------------------
(1) Mr. Fredrickson resigned his position as a member of the Board of Directors
effective July 29, 1996.
(2) Mr. Toebben became a member of the Board of Directors July 24, 1996.
(3) As a director who is also an officer of the Investment Adviser, Mr. Weitz
received no compensation for his service as a director.
PROPOSAL 2. RATIFICATION OF SELECTION OF AUDITORS
(ALL PORTFOLIOS VOTING)
At a meeting held on February 10, 1997, the Board of Directors, including a
majority of the independent directors selected McGladrey & Pullen, LLP as
independent auditors of the Company for the fiscal year ending March 31, 1998.
The Company has been advised by its independent accountants that they have no
direct or material indirect financial interest in the Company. Representatives
of McGladrey & Pullen, LLP are not expected to be present at the Meeting but
will be available by telephone to respond to any questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF
THE SELECTION OF MCGLADREY & PULLEN, LLP AS INDEPENDENT AUDITORS OF THE COMPANY.
9
<PAGE>
PROPOSAL 3. AMENDMENT TO SECTION 3.04 OF COMPANY'S BYLAWS
(ALL PORTFOLIOS VOTING)
Section 3.04 of the Company's Bylaws currently provides that "[i]f at any
time after the first meeting of stockholders of the corporation more than
one-third of the directors in office shall consist of directors elected by the
Board of Directors, a meeting of the stockholders shall be called forthwith for
the purpose of electing the entire Board of Directors..." Section 3.04 also
provides that the section "may be altered, amended or repealed only upon the
affirmative vote of the holders of a majority of all the shares of the common
stock of the corporation at the time outstanding and entitled to vote." The
provisions of Section 3.04 of the Bylaws are more restrictive than the
requirements of state law or the Investment Company Act of 1940 (the "1940
Act"). The Board of Directors of the Company has proposed that the shareholders
of the Company vote to amend Section 3.04 to conform to the provisions of the
1940 Act concerning election of directors by shareholders which provides that
while directors of registered investment companies must be elected by
shareholders, vacancies occuring between shareholder meetings may be filled "in
any otherwise legal manner if immediately after filling any such vacancy at
least two-thirds of the directors then holding office shall have been elected to
such office by the holders of the outstanding voting securities of the
company..." The 1940 Act also provides that if at any time less than a majority
of the directors were elected by the shareholders, a shareholder meeting shall
be called as promptly as possible and in any event within 60 days to fill any
existing vacancies on the board. In order to more closely conform Section 3.04
of the Bylaws to the provisions of the 1940 Act, the Board of Directors
recommends that shareholders approve the following amendment to such section:
The Board of Directors shall be elected by the holders of the outstanding
voting securities of the corporation; provided, however, that vacancies
occuring between shareholder meetings may be filled in accordance with the
provisions of Section 16(a) of the Investment Company Act of 1940.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED
AMENDMENT TO THE COMPANY'S BYLAWS.
10
<PAGE>
FOR SHAREHOLDERS OF THE VALUE AND HICKORY PORTFOLIOS ONLY
PROPOSALS 4, 5, 6 AND 7. APPROVAL OF CHANGES IN FUNDAMENTAL INVESTMENT
RESTRICTIONS FOR THE RESPECTIVE PORTFOLIO
PROPOSAL TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION OF THE VALUE
PORTFOLIO AND THE HICKORY PORTFOLIO RESTRICTING EACH PORTFOLIO FROM USING
CERTAIN INVESTMENT TECHNIQUES SUCH AS SHORT SALES AND PUTS AND CALLS
The Company's Board of Directors has proposed that the fundamental
investment restriction of the Value Portfolio and the Hickory Portfolio
prohibiting the use of certain investment techniques such as short sales and
puts and calls be eliminated.
The current fundamental investment restriction provides:
Each Portfolio
"may not make short sales of securities or sell puts, calls, straddles,
spreads or combinations thereof, except that the ... Portfolio may write
covered call options..."
If the proposal of the Board of Directors is approved, this investment
restriction would be eliminated for each Portfolio. The current investment
restriction, although formerly required by certain states, is not required by
applicable law to be fundamental. The purpose of the proposal is to allow the
Value Portfolio and the Hickory Portfolio to utilize short sales, put and call
options and related investment instruments such as straddles, spreads or
combinations thereof in certain circumstances in an effort to reduce some of the
risks associated with certain investments, thus providing greater flexibility in
pursuing the investment objectives of the respective Portfolio.
Short sales involve the sale of a security that a Portfolio does not own
(but instead has borrowed) in anticipation of a decline in the value of the
security. To the extent that a Portfolio engages in short sales, the Portfolio
will place in a segregated account a sufficient amount of cash and securities as
required by applicable federal securities regulations in order to cover the
transaction. In the event that the value of the security sold short increases in
value rather than decreases, the Portfolio would suffer a loss when it purchases
the security sold short. Since there is, theoretically, no limit to how high the
price of the stock might rise, the potential loss from the short sale is greater
than the original proceeds of the short sale. It is also proposed in connection
with the approval of this proposal that a Portfolio would be eligible to engage
in short sales
11
<PAGE>
"against the box". A short sale "against the box" is a form of short sale in
which the Portfolio contemporaneously owns or has the right to obtain at no
additional cost securities identical to those sold short. The segregation of
cash or other securities is not required for short sales "against the box". In
the event that a Portfolio were to sell securities short "against the box" and
the price of such securities were to then increase rather than decrease, the
Portfolio would forego the potential realization of the increased value of the
shares sold short.
Options such as puts and calls are contracts giving the holder the right to
either buy or sell a financial instrument at a specified price before a
specified time. Investments in puts and calls involve certain risks including
the risk that since puts and calls are options which have an expiration date,
the Portfolio could lose the entire cost of those puts and calls which expire
worthless.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO
ELIMINATE EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION PROHIBITING SHORT
SALES AND PURCHASE OF PUT AND CALL OPTIONS.
PROPOSAL TO ELIMINATE THE RESTRICTION OF THE VALUE PORTFOLIO AND THE HICKORY
PORTFOLIO RELATING TO INVESTING IN THE SECURITIES OF OTHER INVESTMENT COMPANIES
The Company's Board of Directors has proposed that the fundamental
investment restriction of the Value Portfolio and the Hickory Portfolio relating
to the respective Portfolio's investment in the securities of other investment
companies be eliminated. The current policy is not required by applicable law to
be fundamental. The purpose of the proposed change is to provide the Portfolios
greater flexibility in pursuing their investment objectives and in responding to
regulatory and market developments. The proposed change would permit each of the
Portfolios to invest in the securities of other investment companies to the
extent permitted by the 1940 Act without further shareholder approval.
The current fundamental investment restriction provides:
Each Portfolio
"may not purchase the securities of any other investment companies, except
as provided by Section 12(d)(1)(F) of the Investment Company Act of 1940, in
the open market where to the best information of the Investment Adviser no
commission, profit, or sales load to a sponsor or dealer (other than the
customary
12
<PAGE>
broker's commission) results from such a purchase and where immediately
after such purchase or acquisition (i) not more than 3% of the total
outstanding stock of such issuer is owned by the Portfolio and all
affiliated persons of the Portfolio, (ii) no issuer of a security acquired
by the Portfolio pursuant to this restriction is obligated to redeem such
security in an amount exceeding 1% of the issuer's total outstanding
securities during any period of less than 30 days, and (iii) the purchase of
such securities does not exceed 10% of the total assets of the Portfolio."
Under the 1940 Act the Company is subject to various restrictions on
purchasing the securities of investment companies. Such restrictions allow the
Company to invest any or all of its assets in other investment companies,
provided that the Company and all of its affiliates, immediately after a
purchase, do not own more than 3% of the total outstanding stock of the other
investment company. Under this restriction, the rate at which the Company could
redeem its investment in the other investment companies in which it invests
might, under certain circumstances, also be restricted. In addition, the 1940
Act provides, with respect to closed-end investment companies, that the Company,
together with all other mutual funds and other clients advised by Wallace R.
Weitz & Company, would be limited to owning no more than 10% of the total voting
stock of any closed-end company. Investing in the securities of other investment
companies indirectly results in the investor paying not only fees of the
investing Portfolio, but also fees of the other investment company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO
ELIMINATE EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION RELATING TO
INVESTMENT IN THE SECURITIES OF INVESTMENT COMPANIES.
13
<PAGE>
OTHER EXECUTIVE OFFICERS OF THE COMPANY
Information about Wallace R. Weitz, President of the Company, is set forth above
in the table relating to the directors of the Company. The following table sets
forth certain information with respect to the other executive officers of the
Company:
<TABLE>
<CAPTION>
Name, Age and Position
with the Company Principal Occupation Officer Since
- ------------------------- ------------------------------------------ -------------
<S> <C> <C>
Mary K. Beerling Vice President and General Counsel, 1994
Age 56 Wallace R. Weitz & Company since 1994;
Vice President, Secretary Vice President and Secretary, Weitz
Securities, Inc. since 1994; Vice
President and Secretary, Weitz Partners,
Inc. since 1994; Partner, Kutak Rock,
attorneys (1989-1994)
Linda L. Lawson Vice President, Wallace R. Weitz & Company 1992
Age 43 since 1992; Vice President, Weitz
Vice President Partners, Inc. since 1993; Manager
Marketing Financial Management, Mutual of
Omaha, Omaha, Nebraska (1988-1992)
Richard F. Lawson Vice President, Wallace R. Weitz & Company 1992
Age 39 since December 1992; Analyst, Wallace R.
Vice President Weitz & Company (1991-1992); Vice
President, Weitz Partners, Inc. since
1993; Associate, Temple, Barker & Sloane,
Inc., Lexington, Massachusetts (1984-1989)
</TABLE>
Linda L. Lawson and Richard F. Lawson are siblings.
THE INVESTMENT ADVISER
Wallace R. Weitz & Company, 1125 South 103rd Street, Suite 600, Omaha,
Nebraska 68124-6008 serves as investment adviser to each of the Company's
Portfolios. The Adviser, formed in 1983, is wholly owned by Wallace R. Weitz.
Mr. Weitz, who is President, Treasurer and a director of the Company is also
President and a director of the Adviser. Wallace R. Weitz & Company also serves
as the Company's Administrator pursuant to an Administration Agreement with the
Company.
14
<PAGE>
THE DISTRIBUTOR
Weitz Securities, Inc., 1125 South 103rd Street, Suite 600, Omaha, Nebraska
68124-6008, serves as the Company's Distributor pursuant to an Underwriting
Agreement with the Company. In its capacity as Distributor, Weitz Securities,
Inc. is available to receive purchase orders and redemption requests relating to
shares of the Company. Weitz Securities, Inc. is wholly owned by Wallace R.
Weitz. Wallace R. Weitz, President, Treasurer and Director of the Company is
also the President and a Director of Weitz Securities, Inc.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of April 14, 1997, for
each of the Portfolios with respect to each person or group known by the Company
to be the beneficial or record owner of more than 5% of the outstanding voting
securities of such Portfolio.
<TABLE>
<CAPTION>
Amount of
Record or Percent of
Beneficial Portfolio
Fund Name and Address of Owner Ownership Owned
- ----------------------- ---------------------------------- ----------- -------------
<S> <C> <C> <C>
VALUE PORTFOLIO
No Shareholders Owned More than 5%
of the Value Portfolio
FIXED INCOME PORTFOLIO
The Holland Foundation 359,039 17.7%
1501 South 80th Street
Omaha, Nebraska 68124
Wallace R. Weitz & Company 117,284 5.8%
1125 South 103rd Street
Omaha, Nebraska 68124
William and Kathryn Melcher 104,279 5.1%
14260 North Silkwind Way
Tucson, Arizona 85737
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Amount of
Record or Percent of
Beneficial Portfolio
Fund Name and Address of Owner Ownership Owned
- ----------------------- ---------------------------------- ----------- -------------
<S> <C> <C> <C>
GOVERNMENT MONEY MARKET PORTFOLIO
Oral Maxillofacial Surgeon 1,230,547 14.2%
Pension Plan
220 North 89th Street
Omaha, Nebraska 68114
Oral Maxillofacial Surgeon 651,170 7.5%
Profit Sharing Plan
220 North 89th Street
Omaha, Nebraska 68114
The Rose Blumkin Performing Arts 1,207,083 11.8%
Center
2001 Farnam Street
Omaha, Nebraska 68102
Matthew D. Markel 805,692 9.3%
1600 South 72nd Street
Omaha, Nebraska 68124
Eye Physicians Omaha 585,186 6.7%
Retirement Plan
4353 Dodge Street
Omaha, Nebraska 68131
Seim, Johnson, Sestak & Quist 498,721 5.7%
Employee Savings Trust
10843 Old Mill Road, Suite 400
Omaha, Nebraska 68154
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Amount of
Record or Percent of
Beneficial Portfolio
Fund Name and Address of Owner Ownership Owned
- ----------------------- ---------------------------------- ----------- -------------
<S> <C> <C> <C>
HICKORY PORTFOLIO
The Scoular Company 401(k) 67,778 10.0%
Thrift Savings Plan
P.O. Box 3959
Omaha, Nebraska 68103
Seim, Johnson, Sestak & Quist 60,269 8.9%
Employee Savings Trust
10843 Old Mill Road, Suite 400
Omaha, Nebraska 68154
Wallace R. Weitz 50,999 7.5%
1125 South 103rd Street
Omaha, Nebraska 68124
Richard F. Lawson 41,480 6.1%
1125 South 103rd Street
Omaha, Nebraska 68124
</TABLE>
OTHER MATTERS
SUBMISSION OF SHAREHOLDER PROPOSALS
The Company does not generally hold annual shareholders' meetings.
Shareholders wishing to submit proposals for consideration for inclusion in a
proxy statement for a subsequent shareholders' meeting of the Company should
send their written proposals to the Secretary of the Company.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors does not intend to present any other business at the
Meeting, nor is it aware that any shareholder intends to do so. If, however, any
other matters are properly brought before the Meeting, the persons named in the
accompanying proxy card will vote on any other matter properly brought before
the Meeting in accordance with their own judgment.
17
<PAGE>
PROXY SOLICITATION COSTS
The Company will bear the cost of soliciting proxies. In addition to the use
of the mails, proxies may be solicited personally or by telephone, and the
Company may pay persons holding shares in their names or those of their nominees
for their expenses in sending soliciting material to the principals.
BY ORDER OF THE BOARD OF DIRECTORS
[/S/ MARY K. BEERLING]
Mary K. Beerling
Vice President and Secretary
May 2, 1997
18
<PAGE>
WEITZ SERIES FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE SHAREHOLDER MEETING, JUNE 2, 1997
The undersigned hereby appoints Wallace R. Weitz and Mary K. Beerling, or either
of them, with full power of substitution, to represent the undersigned and to
vote all shares of the common stock of the Company held of record by the
undersigned on April 14, 1997, and which the undersigned is entitled to vote at
the Special Meeting of Shareholders of Weitz Series Fund, Inc. (the "Company"),
consisting of the Value Portfolio, the Fixed Income Portfolio, the Government
Money Market Portfolio and the Hickory Portfolio to be held at the Marriott
Hotel, 10220 Regency Circle, Omaha, Nebraska, on June 2, 1997 at 4:30 P.M., and
at any adjournment thereof, and instructs them to vote in the manner described
in the Proxy Statement for the Shareholder Meeting (the "Proxy Statement") on
the matters referred to in the Proxy Statement, receipt of which is hereby
acknowledged.
FOR SHAREHOLDERS OF ALL PORTFOLIOS
PROPOSAL 1. ELECTION OF DIRECTORS / / For all nominees listed below (except
as marked to the contrary) / / Withhold authority to vote for all
nominees
Wallace R. Weitz John W. Hancock Richard D. Holland
Thomas R. Pansing, Delmer L. Toebben Lorraine Chang
Jr.
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name.
PROPOSAL 2. RATIFICATION OF THE SELECTION OF MCGLADREY & PULLEN, LLP AS
INDEPENDENT AUDITORS FOR THE COMPANY.
/ / For / / Against / / Abstain
PROPOSAL 3. AMENDMENT OF SECTION 3.04 OF THE COMPANY'S BYLAWS
/ / For / / Against / / Abstain
FOR SHAREHOLDERS OF THE VALUE PORTFOLIO ONLY
AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE VALUE
PROPOSAL 4. PORTFOLIO TO ELIMINATE THE RESTRICTION ON THE USE OF CERTAIN
INVESTMENT TECHNIQUES SUCH AS SHORT SALES AND PUTS AND CALLS.
/ / For / / Against / / Abstain
(PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.)
<PAGE>
AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE VALUE
PROPOSAL 5. PORTFOLIO TO ELIMINATE THE RESTRICTION RELATING TO INVESTING IN THE
SECURITIES OF OTHER INVESTMENT COMPANIES.
/ / For / / Against / / Abstain
FOR SHAREHOLDERS OF THE HICKORY PORTFOLIO ONLY
AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE HICKORY
PROPOSAL 6. PORTFOLIO TO ELIMINATE THE RESTRICTION ON THE USE OF CERTAIN
INVESTMENT TECHNIQUES SUCH AS SHORT SALES AND PUTS AND CALLS.
/ / For / / Against / / Abstain
AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE HICKORY
PROPOSAL 7. PORTFOLIO TO ELIMINATE THE RESTRICTION RELATING TO INVESTING IN THE
SECURITIES OF OTHER INVESTMENT COMPANIES.
/ / For / / Against / / Abstain
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 THROUGH 7. ALL OTHER MATTERS SHALL BE VOTED BY THE PROXIES
AS THEY SHALL IN THEIR SOLE DISCRETION DETERMINE TO BE IN THE BEST INTEREST OF
THE COMPANY.
The undersigned acknowledges receipt with this Proxy of the Notice of Special
Meeting of Shareholders and Proxy Statement dated May 2, 1997.
Dated_______________________, 1997
x ________________________________
x ________________________________
Signature(s) of Shareholder(s)
PLEASE SIGN THIS PROXY AS YOUR
NAME APPEARS HEREON. WHEN SIGNING
AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN
OR CUSTODIAN, PLEASE INDICATE THE
CAPACITY.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
I PLAN TO ATTEND THE SPECIAL MEETING IN OMAHA ON JUNE 2, 1997 AT 4:30 P.M.
/ / YES / / NO
