SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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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
UAM Funds, Inc. - SEC File Nos. 33-25355, 811-5683
(Name of Registrant as Specified In Its Charter)
............................................................
(Name of Person(s) Filing Proxy Statement, if other than
the
Registrant)
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4) Date Filed:
UAM FUNDS, INC.
ICM Equity Portfolio
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-Link
March 12, 1999
Dear Stockholder:
Enclosed you will find a proxy statement
and proxy card for a special meeting of stockholders
of ICM Equity Portfolio. This is a very important
meeting, which has been called to vote on a
proposal to liquidate your Portfolio.
The Board of Directors of UAM Funds, Inc.,
after thorough discussion and consideration, has
decided to recommend the liquidation of the
Portfolio, but believes that since this is your
investment capital, the final decision on this matter
should be made by you, the stockholders. The
Board's reasons for recommending this course are
described in the enclosed proxy statement, which
you should consider carefully.
If the stockholders approve the
recommendation to liquidate the Portfolio, the
Portfolio will return to you the proceeds of the
liquidation of your account. Once you receive your
proceeds, you may pursue any investment option
you wish.
The Board of Directors regrets any
inconvenience this may cause you. We thank you,
however, for the confidence that you placed in us.
We continue to wish you well in your investments.
/s/Norton H. Reamer
Norton H. Reamer
Chairman
UAM FUNDS, INC.
ICM Equity Portfolio
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-LINK
NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS
To Be Held March 30, 1999
TO THE STOCKHOLDERS OF
ICM EQUITY PORTFOLIO:
Notice is hereby given that a special meeting
of stockholders (the "Special Meeting") of ICM
Equity Portfolio (the "Portfolio"), a series of UAM
Funds, Inc. (the "Fund"), will be held on March 30,
1999, at the offices of UAM Fund Services, Inc.,
211 Congress Street, Boston, MA 02110 at 10:00
a.m. local time. The purpose of the Special Meeting
is to consider a proposal:
? to liquidate and dissolve the Portfolio, as set
forth in a Plan of Liquidation and Dissolution
adopted by the Board of Directors of the Fund;
and
? to transact such other business as may properly
come before the Special Meeting or any
adjournment thereof.
Please read the enclosed proxy statement
carefully for information concerning the proposal to
be placed before the meeting.
Stockholders of record at the close of
business on February 26, 1999 will be entitled to
vote at the meeting. You are invited to attend the
Special Meeting, but if you cannot do so, please
complete and sign the enclosed proxy, and return it
in the accompanying envelope as promptly as
possible. Any stockholder attending the Special
Meeting may vote in person even though a proxy
has already been returned.
By Order of the Board of Directors,
/s/Michael E. DeFao
Michael E. DeFao
Secretary
Boston, Massachusetts
March 12, 1999
UAM FUNDS, INC.
ICM Equity Portfolio
PROXY STATEMENT
This Proxy Statement is furnished in connection
with the solicitation of proxies by the Board of Directors
of UAM Funds, Inc. (the "Fund") on behalf of ICM
Equity Portfolio (the "Portfolio"), a separate series of the
Fund, for use at a Special Meeting of Stockholders to be
held at UAM Fund Services, Inc., 211 Congress Street,
Boston, MA on March 30, 1999 at 10:00 a.m. local time,
or at any adjournment thereof (the "Special Meeting").
Proxy Solicitation
All proxies in the enclosed form that are
properly executed and returned to the Portfolio will be
voted as provided therein at the Special Meeting or at
any adjournment thereof. A stockholder executing and
returning a proxy has the power to revoke it at any time
before it is exercised by giving written notice of such
revocation to the Secretary of the Fund. Signing and
mailing the proxy will not affect your right to give a
later proxy or to attend the Special Meeting and vote
your shares in person.
The Board of Directors intends to bring before
the Special Meeting the sole matter set forth in the
foregoing notice. The persons named in the enclosed
proxy and acting thereunder will vote with respect to
that item in accordance with the directions of the
stockholder as specified on the proxy card. If no choice
is specified, the shares will be voted in favor of (i) the
proposal to liquidate and dissolve the Portfolio and
return the proceeds to the stockholders of the Portfolio;
and (ii) in the discretion of the proxies, any other matter
not presently known which may properly come before
the meeting or any adjournment thereof.
In accordance with the Articles of Incorporation
of the Fund and the General Laws of the State of
Maryland, approval of the proposal requires the
affirmative vote of the holders of a majority of the
outstanding shares of common stock of the Portfolio at a
meeting at which a quorum is present. The presence in
person or by proxy of the holders of a majority of the
outstanding shares of the Portfolio will constitute a
quorum. For purposed of determining the presence of a
quorum, abstentions, broker non-votes or withheld votes
will be counted as present.
The Portfolio will bear the entire cost of
preparing, printing and mailing this proxy statement, the
proxies and any additional materials which may be
furnished to stockholders. Solicitation may be
undertaken by mail, telephone, telegraph, and personal
contact. It is expected that this Proxy Statement and
form of Proxy will be mailed to stockholders on or about
March 11, 1999.
Voting Securities and Principal Holders Thereof
Holders of record of the shares of common stock
of the Portfolio at the close of business on February 26,
1999, will be entitled to vote at the Special Meeting or
any adjournment thereof. As of February 26, 1999, the
Portfolio had outstanding 796,029 shares of common
stock. The stockholders are entitled to one vote per
share on all business to come before the meeting.
The officers and Directors of the Fund as a
group beneficially own in the aggregate no shares of the
outstanding common stock of the Portfolio. As of
February 26, 1999, the following stockholders owned of
record or beneficially more than five percent of the
outstanding common stock of the Portfolio:
First National Bank of Maryland, FBO Finney Trimble
Associates, Profit Sharing Plan, P.O. Box 1596,
Baltimore, MD 21203-1596; 23.39%*
First National Bank of Maryland, FBO ICM/USM PS &
401K Plan, Security Processing, P.O. Box 1596,
Baltimore, MD 21203-1596; 16.06%*
Charles Schwab & Co. Inc., Reinvest Account, Attn:
Mutual Funds, 101 Montgomery Street,
San Francisco, CA 94104-4122; 13.97%*
Anne Arundel Medical Center TTEE, FBO AAMC
Employee Thrift Plan, c/o FASCORP Recordkeeper,
Franklin & Cathedral Streets, 8515 E. Orchard Road,
Englewood, CO 80111-5002; 7.13%*
Balsa & Co., Reinvest, c/o Chase Manhattan Bank, P.O.
Box 1768, New York, NY 10163-1768; 6.25%*
Wendel & Co., c/o The Bank of New York, Mutual
Fund Reorganization Department, Wall Street Station,
P.O. Box 1066, New York, NY 10288-1066; 6.17%*
___________
* Denotes shares held by a trustee or fiduciary for
which beneficial ownership is disclaimed or presumed
disclaimed.
PROPOSAL FOR LIQUIDATION OF THE
PORTFOLIO
Background
The Portfolio began operations on October 1,
1993, as a series of the Fund. During the period from
commencement of operations through February 26,
1999, the Portfolio's assets reached a level of
$10,851,203. The Portfolio has invested primarily in
equity securities using a variety of investment
techniques during this period. During this period, the
Board of Directors has considered the total asset level of
the Portfolio, the performance of the Portfolio both
before and after deducting certain expenses arising from
the operation of the Portfolio and the impact on the
Portfolio's investment results of the relatively small size
of the Portfolio.
Notwithstanding the marketing of the Portfolio's
shares, growth in the Portfolio's assets has been slow.
Several marketing efforts and the assumption of
Portfolio expenses by Investment Counselors of
Maryland, Inc. (the "Adviser"), were not adequate to
significantly increase the size of the Portfolio. The
Adviser and the Board have regularly reviewed
developments, and considered alternatives.
Sales of the Portfolio shares have not been
sufficient to allow the Portfolio to reach a size adequate,
in the judgment of the Board, to spread expenses over a
sufficient asset base to provide a satisfactory return to
shareholders. Since the inception of the Portfolio, the
Adviser has waived its fees and assumed a significant
portion of the expenses of the Portfolio. In the absence
of such waiver and assumption, the Portfolio might not
be profitable for shareholders. As a result, the Board
instructed the officers of the Fund to investigate what, if
any, additional steps or alternative courses would best
serve the interest of shareholders.
The officers of the Fund sought to determine
whether a merger or transfer of assets would be possible,
and if it would produce desirable results for
shareholders. It appeared to the management of the
Fund that the small size of the Portfolio, the time
required to effect a transaction, and regulatory expenses
involved in either a merger or transfer of the assets to
another mutual fund, and current market conditions
could make such a course more expensive than the
benefit which could be expected by the stockholders.
The officers investigated the steps required for
liquidation of the Portfolio, subject to presentation of a
final report to the Board.
At a March 11, 1999, meeting, the Board
reviewed the expenses which had been assumed by the
Adviser during the life of the Portfolio, the efforts and
expenses of the Distributor to distribute shares of the
Portfolio, and the effect of the operating expenses on the
historic and anticipated returns of stockholders. The
Board considered that the Adviser had not been able to
collect or retain any significant advisory fee during the
life of the Portfolio, that there would be no prospect that
this would change in the near future, and that in the
absence of compensation over long periods, the ability
of the adviser to service the needs of the Fund would be
impaired. For the most recent fiscal year, absent the
waiver of fees or assumption of expenses by the Adviser,
the Portfolio's expenses would have been approximately
1.11% of assets compared to 0.90% after the fee waiver
and assumption of expenses. The Portfolio's expense
ratio for the present fiscal year is expected to be
substantially the same.
The Board concluded that an increase in fund
expenses attributable to the likely discontinuance of the
fee waiver and assumption of the expenses in the future,
especially when added to the expenses of the Portfolio
presently paid directly by the Portfolio, would
significantly reduce the Portfolio's returns. Moreover,
the presence of larger funds with similar objectives
better able to operate on an efficient basis and provide
higher returns to shareholders, made it unlikely that the
Portfolio could achieve a significant increase in asset
size and achieve economies of scale. The Board
therefore concluded that it would be in the interest of the
stockholders of the Portfolio to liquidate the Portfolio
promptly, in accordance with a Plan of Liquidation and
Dissolution. (See "General Tax Consequences" below.)
Plan of Liquidation and Dissolution
The Board of Directors has approved the Plan of
Liquidation and Dissolution (the "Plan") summarized in
this section and set forth as Exhibit A to this proxy
statement.
1. Effective Date of the Plan and Cessation
of the Portfolio's Business as an Investment Company.
The Plan will become effective on the date of its
adoption and approval by a majority of the outstanding
shares of the Portfolio. Following this approval, the
Portfolio (i) will cease to invest its assets in accordance
with its investment objective and will sell the portfolio
securities it owns in order to convert the Portfolio's
assets to cash; (ii) will not engage in any business
activities except for the purposes of winding up its
business and affairs, preserving the value of its assets
and distributing its assets to stockholders after the
payment to (or reservation of assets for payment to) all
creditors of the Portfolio; and (iii) will terminate in
accordance with the laws of the State of Maryland and
the Articles of Incorporation of the Fund.
2. Closing of Books and Restriction of
Transfer and Redemption of Shares. The proportionate
interests of stockholders in the assets shall be fixed on
the basis of their respective holdings on the Effective
Date of the Plan. On such date the books of the
Portfolio will be closed and the stockholders' respective
assets will not be transferable by the negotiation of share
certificates. (Plan, Section 4)
3. Liquidating Distribution. As soon as
possible after approval of the Plan, and in any event
within fourteen days thereafter, the Fund on behalf of the
Portfolio will mail the following to each stockholder of
record on the effective date of the Plan: (i) to each
stockholder not holding stock certificates of the
Portfolio, liquidating cash distribution equal to the
stockholder's proportionate interest in the net assets of
the Portfolio, (ii) to each stockholder holding stock
certificates of the Portfolio, a confirmation showing such
stockholder's proportionate interest in the net assets of
the Portfolio with an advice that such stockholder will be
paid in cash upon return of the stock certificates; and
(iii) information concerning the sources of the
liquidating distribution. (Plan, Section 7)
4. Expenses. The Portfolio will bear all
expenses incurred by it in carrying out the Plan. It is
expected that other liabilities of the Portfolio incurred or
expected to be incurred prior to the date of the
liquidating distribution will be paid by the Portfolio, or
set aside for payment, prior to the mailing of the
liquidating distribution. The Portfolio's liabilities
relating to the Plan are estimated at no more than $2,000,
which includes legal and auditing expenses and printing,
mailing, soliciting and miscellaneous expenses arising
from the liquidation, which the Portfolio normally would
not incur if it were to continue in business. If the
Portfolio incurs more than $2,000 in additional liabilities
to liquidate the Portfolio, such expenses will be paid by
the Adviser. The total liabilities of the Portfolio prior to
the liquidating distribution are estimated to be $55,000.
This amount includes the dissolution expenses referred
to above and amounts accrued, or anticipated to be
accrued, for custodial and transfer agency services, legal
audit and directors fees and printing costs. Any
expenses and liabilities attributed to the Portfolio
subsequent to the mailing of the liquidating distribution
will be borne by the Adviser. (Plan, Section 6 and 8)
5. Continued Operation of the Portfolio.
After the date of mailing of the liquidating distribution,
the dissolution of the Portfolio will be effected. The
Plan provides that the Directors shall have the authority
to authorize such variations from or amendments of the
provisions of the Plan as may be necessary or
appropriate to marshal the assets of the Portfolio and to
effect the dissolution, complete liquidation and
termination of the existence of the Portfolio and the
purposes to be accomplished by the Plan. (Plan,
Sections 9 and 10)
General Tax Consequences.
Each stockholder who receives a liquidating
distribution will recognize gain or loss for federal
income tax purposes equal to the excess of the amount of
the distribution over the stockholder's tax basis in the
Portfolio shares. Assuming that the stockholder holds
such shares as capital assets, such gain or loss will be
capital gain or loss and will be long-term or short-term
capital gain depending on the stockholder's holding
period for the shares.
The tax consequences discussed herein may
affect shareholders differently depending upon their
particular tax situations unrelated to the liquidating
distribution, and accordingly, this summary is not a
substitute for careful tax planning on an individual basis.
Shareholders may wish to consult their personal tax
advisers concerning their particular tax situations
and the impact thereon of receiving the liquidating
distribution as discussed herein, including any state
and local tax consequences.
The Fund anticipates that it will retain its
qualification as a regulated investment company under
the Internal Revenue Code, as amended, during the
liquidation period and, therefore, will not be taxed on
any of its net income from the sale of its assets.
Representatives of PricewaterhouseCoopers
LLP, independent accountants for the Fund, are not
expected to be present at the Special Meeting.
If the stockholders do not approve the Plan, the
Portfolio will continue to exist as a registered investment
company in accordance with its stated objective and
policies. The Board would meet to consider what, if
any, steps to take in the interest of stockholders.
Stockholders are free to redeem their shares
prior to the liquidation.
THE DIRECTORS OF THE FUND RECOMMEND
APPROVAL OF THE PLAN.
GENERAL INFORMATION
Investment Adviser, Principal Underwriter and
Administrator.
The investment adviser to the Portfolio is
Investment Counselors of Maryland, Inc., 803 Cathedral
Street, Baltimore, MD 21201. The Portfolio's principal
underwriter is UAM Fund Distributors, Inc., 211
Congress Street, Boston, MA 02110. The Portfolio's
administrator is UAM Fund Services, Inc., located at
211 Congress Street, Boston, MA 02110. The
investment adviser, principal underwriter and
administrator for the Portfolio are wholly owned
subsidiaries of United Asset Management Corporation.
UAM Fund Services, Inc. has contracted some
administrative services to Chase Global Funds Services
Company, an affiliate of The Chase Manhattan Bank,
located at 73 Tremont Street, Boston, MA 02108.
Reports to Stockholders and Financial Statements.
The Annual Report to Stockholders of the
Portfolio, including audited financial statements for the
Portfolio for the fiscal year ended October 31, 1998 has
been mailed to stockholders. The Annual Report should
be read in conjunction with this Proxy Statement. You
can obtain a copy of the Annual Report from the Fund,
without charge, by writing to the Fund at the address on
the cover of this Proxy Statement, or by calling 1-877-
UAM-LINK.
OTHER MATTERS
The Portfolio is not aware of any other matter
which is anticipated to come before the Special Meeting
or any adjournment thereof other than the matter set
forth herein. Other matters will be considered if notice
is given within a reasonable amount of time prior to the
meeting. If any other matter may properly come before
the meeting, or any adjournment thereof, this proxy
would confer discretionary authority on the proxies with
respect to acting on any such matters, and the persons
named in the proxy have advised that they intend to
vote, act, or consent thereunder in accordance with their
best judgment at that time with respect to such matters.
By Order of the Board of Directors,
Michael E. DeFao
Secretary
Dated: March 12, 199
Exhibit A
UAM FUNDS, INC.
ICM Equity Portfolio
Plan of Liquidation and Dissolution
This Plan of Liquidation and Dissolution
("Plan") concerns the ICM Equity Portfolio (the
"Portfolio"), a series of UAM Funds, Inc. (the "Fund"),
which is a corporation organized and existing under the
laws of the State of Maryland. The Portfolio began
operations on October 1, 1993. The Fund is registered
as an open-end management investment company
registered under the Investment Company Act of 1940,
as amended ("Act"). The Plan is intended to accomplish
the complete liquidation and dissolution of the Portfolio
in conformity with all provisions of Maryland law and
the Fund's Articles of Incorporation.
WHEREAS, the Fund's Board of Directors, on
behalf of the Portfolio, has determined that it is in the
best interests of the Portfolio and its stockholders to
liquidate and dissolve the Portfolio; and
WHEREAS, at a meeting of the Board of
Directors on March 11, 1999, it considered and adopted
this Plan as the method of liquidating and dissolving the
Portfolio and directed that this Plan be submitted to
stockholders of the Portfolio for approval;
NOW THEREFORE, the liquidation and
dissolution of the Portfolio shall be carried out in the
manner hereinafter set forth:
1. Effective Date of Plan. The Plan shall
be and become effective only upon the adoption and
approval of the Plan, at a meeting of stockholders called
for the purpose of voting upon the Plan, by the
affirmative vote of the holders of a majority of the
outstanding voting securities of the Portfolio. The day
of such adoption and approval by stockholders is
hereinafter called the "Effective Date."
2. Dissolution. As promptly as practicable,
consistent with the provisions of the Plan, the Portfolio
shall be dissolved in accordance with the laws of the
State of Maryland and the Fund's Articles of
Incorporation ("Dissolution").
3. Cessation of Business. After the
Effective Date of the Plan, the Portfolio shall cease its
business as an investment company and shall not engage
in any business activities except for the purposes of
winding up its business and affairs, marshalling and
preserving the value of its assets and distributing its
assets to stockholders in accordance with the provisions
of the Plan after the payment to (or reservation of assets
for payment to) all creditors of the Portfolio.
4. Restriction of Transfer and Redemption
of Shares. The proportionate interests of stockholders in
the assets of the Portfolio shall be fixed on the basis of
their respective stockholdings at the close of business on
the Effective Date of the Plan. On the Effective Date,
the books of the Portfolio shall be closed. Thereafter,
unless the books are reopened because the Plan cannot
be carried into effect under the laws of the State of
Maryland or otherwise, the stockholders' respective
interests in the Portfolio's assets shall not be transferable
by the negotiation of share certificates.
5. Liquidation of Assets. As soon as is
reasonable and practicable after the Effective Date, all
portfolio securities of the Portfolio shall be converted to
cash or cash equivalents.
6. Payment of Debts. As soon as
practicable after the Effective Date, the Portfolio shall
determine and pay, or set aside in cash equivalent, the
amount of all known or reasonably ascertainable
liabilities of the Portfolio incurred or expected to be
incurred prior to the date of liquidating distribution
provided for in Section 7, below.
7. Liquidating Distribution. As soon as
possible after the Effective Date of the Plan, and in any
event within 14 days thereafter, the Portfolio shall mail
the following to each stockholder of record on the
Effective Date: (1) to each stockholder not holding stock
certificates of the Portfolio, a liquidating distribution
equal to the stockholder's proportionate interest in the
net assets of the Portfolio; (2) to each stockholder
holding stock certificates of the Portfolio, a confirmation
showing such stockholder's proportionate interest in the
net assets of the Portfolio with an advice that such
stockholder will be paid in cash upon return of the stock
certificate; and (3) information concerning the sources of
the liquidating distribution.
8. Management and Expenses of the
Portfolio Subsequent to the Liquidating Distribution.
The Portfolio shall bear all expenses incurred by it in
carrying out this Plan of Liquidation and Dissolution
including, but not limited to, all printing, legal,
accounting, custodian and transfer agency fees, and the
expenses of any reports to or meeting of stockholders.
Any expenses and liabilities attributed to the Portfolio
subsequent to the mailing of the liquidating distribution
will be borne by Investment Counselors of Maryland,
Inc., the Portfolio's Investment Adviser.
9. Power of Board of Directors. The
Board, and subject to the directors, the officers, shall
have authority to do or authorize any or all acts and
things as provided for in the Plan and any and all such
further acts and things as they may consider necessary or
desirable to carry out the purposes of the Plan, including
the execution and filing of all certificates, documents,
information returns, tax returns and other papers which
may be necessary or appropriate to implement the Plan.
The death, resignation or disability of any director or any
officer of the Fund shall not impair the authority of the
surviving or remaining directors or officers to exercise
any of the powers provided for in the Plan.
10. Amendment of Plan. The Board shall
have the authority to authorize such variations from or
amendments of the provisions of the Plan as may be
necessary or appropriate to effect the marshalling of
Portfolio assets and the dissolution, complete liquidation
and termination of the existence of the Portfolio, and the
distribution of its net assets to stockholders in
accordance with the laws of the State of Maryland and
the purposes to be accomplished by the Plan.
UAM FUNDS, INC.
On behalf of ICM Equity Portfolio
For the Board of Directors
By:_________________________
Accepted:
INVESTMENT COUNSELORS OF MARYLAND,
INC.
By:__________________________
Date: March 12, 1999
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
OF THE FUND
UAM FUNDS, INC.
ICM Equity Portfolio
Proxy for Special Meeting of Stockholders March 30,
1999
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned hereby constitutes and appoints Michael
DeFao and Robert Flaherty, or either of them, with
power of substitution, as attorneys and proxies to appear
and vote all of the shares of stock standing in the name
of the undersigned at the Special Meeting of
Stockholders of the ICM Equity Portfolio of UAM
Funds, Inc. to be held at the offices of UAM Fund
Services, Inc., 211 Congress Street, Boston,
Massachusetts 02110, at 10:00 a.m. local time on March
30, 1999, and at any and all adjournments thereof; and
the undersigned hereby instructs said attorneys to vote:
1. To approve the liquidation and dissolution of the
ICM Fixed Income Portfolio, as set forth in a
Plan of Liquidation and Dissolution adopted by
the Board of Directors of UAM Funds, Inc.
FOR AGAINST ABSTAIN
/__/ /__/ /__/
2. Any other business which may properly come
before the meeting or any other adjournment
thereof. The management knows of no other
such business.
THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS SPECIFIED IN
THE FOREGOING ITEM 1, BUT IF NO
CHOICE IS SPECIFIED, THEY WILL BE
VOTED FOR APPROVAL OF ITEM 1.
Dated: March ___, 1999
________________________
Signature of Stockholder
________________________
(Signature of all joint owners is required. Fiduciaries
please indicate your full title.) If any other matters
properly come before the meeting about which the proxy
holders were not aware prior to the time of the
solicitation, authorization is given the proxy holders to
vote in accordance with the views of management
thereon. The management is not aware of any such
matters.
PLEASE SIGN, DATE AND PROMPTLY RETURN
THIS PROXY
IN THE ENCLOSED ENVELOPE.
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