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Filed by the Registrant /X/
Filed by a Party other than the Registrant /X/
Check the appropriate box:
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/X/ |
Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
THE SOUTHEASTERN THRIFT AND BANK FUND, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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. |
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__________, 2001
To the Shareholders of the Southeastern Thrift and Bank Fund, Inc.:
A Special Meeting of Shareholders of The Southeastern Thrift and Bank Fund, Inc. (the Fund) will be held at _______________________________________________________________ on the ____th floor on February 28, 2001, at 10:00 a.m., for the purposes of considering and voting on:
The close of business on __________, 2001 has been fixed as the record date for the determination of Shareholders entitled to notice of and to vote at the meeting.
At its most recent meeting the Funds Board of Directors considered and unanimously approved the recommendation of the Funds adviser, John Hancock Advisers, Inc. (Adviser), to amend the Funds investment policies and strategies. The Amendment would allow the Fund to invest in companies across the financial services sector. The Funds investments would no longer have to be concentrated in Southeastern banks and thrifts, and the Fund will change its name to the Banking and Finance Fund. After careful consideration, the Board asks you to vote in favor of this proposal
In connection with the amendment of the Funds investment strategies, you are also being asked to vote to modify the Funds industry concentration policy to make it clear that, in the future, the Fund will not have to concentrate its investments in banking and savings institutions. The Board has carefully considered this proposal and also recommends that you vote for the proposal.
Finally, you are also being asked to ratify the selection of the independent auditors and to reelect the Funds Board of Directors. The Board, having carefully considered these proposals, also recommends that you vote for the proposals.
The Board believes that the proposals are important and recommends that you read the enclosed materials carefully and then vote for the proposals. Your vote is important, no matter how many shares you own.
Shareholders present at the Special Meeting will have an opportunity to ask questions about the proposals.
Please take a moment now to sign and return your proxy card(s) in the enclosed postage-paid return envelope. If you have questions, please contact __________________________ at __________.
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Respectfully, |
THE FUND WILL FURNISH YOU, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL AND SEMIANNUAL REPORTS UPON REQUEST. Any such request should be made to the Funds transfer agent, State Street Bank and Trust Company, at: (800) 426-5523 or by mail addressed to:
State Street Bank and Trust Company
P.O. Box 8200
Boston, Massachusetts 02266-8200.
SHAREHOLDERS ARE INVITED TO ATTEND AND TO VOTE IN PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, YOU MAY VOTE IN ONE OF THREE WAYS:
- By Mail: By signing, dating, voting and returning the proxy card in the enclosed postage paid
envelope.
- By Telephone: With a toll free call to the telephone number listed on your proxy card
and entering the proper information, including the control number
listed on your proxy card.
- By Internet: By signing onto the internet site listed on your proxy card and entering the proper
information, including the control number listed on your proxy card.
The Board of Directors of the Fund recommends that you cast your vote:
This proxy statement and the accompanying form of proxy are first being mailed to Shareholders on or about _______, 2001. This Proxy Statement is furnished in connection with a solicitation by the Board of Directors of The Southeastern Thrift and Bank Fund, Inc. (the Fund) of proxies to be used at the Special Meeting of Shareholders of the Fund (the Special Meeting) to be held at _______________ __________________________________ on February 28, 2001 at 10:00 a.m. (and at any adjournment or adjournments thereof). The purpose of the Meeting, as set forth in the accompanying Notice of Special Meeting of Shareholders, is to vote on four proposals which are described in this Proxy Statement.
The close of business on _______, 2001 has been fixed as the record date for the determination of Shareholders entitled to notice of and to vote at the Special Meeting. Each Shareholder is entitled to one vote for each full share and an appropriate fraction of a vote for each fractional share held. On the record date there were ___________________ shares of Common Stock outstanding.
Shareholders who execute proxies retain the right to revoke them in person at the Special Meeting or by written notice received by the Secretary of the Fund at any time before the proxies are voted. Unrevoked proxies will be voted as specified on the proxy and, unless specified to the contrary, will be voted FOR each Proposal.
Under the By-Laws of the Fund, a quorum is constituted by the presence in person or by proxy of the record holders of at least a majority of the outstanding shares of the Fund entitled to vote at the Special Meeting. In the event a quorum is not present at the Special Meeting, or in the event that sufficient votes to approve or reject the proposal are not received, the persons named as proxies may propose one or more adjournments of the Special Meeting to a date not more than 120 days after the original record date to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Special Meeting in person or by proxy. A Shareholder vote may be taken on any of the proposals in this proxy statement prior to any such adjournment if sufficient votes have been received for approval or rejection.
The persons named as proxies will vote, in their discretion, those proxies which they are entitled to vote FOR or AGAINST any proposal. Approval of each Proposal, except Proposal 2, requires the affirmative vote of a majority of the shares voted at the meeting, assuming the existence of a quorum. Approval of proposal 2 requires the affirmative vote of a majority of the shares of the Fund outstanding and entitled to vote. A majority of the outstanding shares of the Fund, for this purpose, means:
John Hancock Advisers, Inc. (Adviser), whose principal business address is 101 Huntington Avenue, Boston, Massachusetts 02199-7603, is the Funds investment adviser.
The Funds custodian, transfer agent, distribution disbursing agent and registrar is State Street Bank and Trust Company whose principal business address is 225 Franklin St., Boston, Massachusetts 02110.
The Fund will furnish, without charge, a copy of the Funds most recent Annual Report to any Shareholder upon request. A Shareholder who wishes to request a copy of the report may do so by calling the Funds transfer agent, State Street Bank and Trust Company, at (800) 426-5523.
The Board recommends that you vote to amend the Funds investment policies and strategies. The amendment would remove the requirement to concentrate on Southeastern banking and savings and loan institutions and allow the Fund to invest, without limitation or regard to geographic location, in equity-related securities of issuers in the financial service industry.
The Funds current investment policies and strategies provide that it will seek to achieve its primary investment objective of long-term capital appreciation by investing at least 65% its total assets in equity related securities issued by Southeastern banks, savings and loan institutions and bank and savings and loan holding companies. As such, the Fund may only invest up to 35% of its total assets in equity-related securities issued by banking and savings institutions (or their holding companies) located outside the Southeast and in equity-related securities of other United States issuers in the Financial Service Industry.
The proposed change will allow the Fund to invest across the financial services sector, including internationally, without limitation. If adopted, the Funds new investment policy would provide as follows: The Fund will seek to achieve its primary investment objective of long-term capital appreciation by investing at least 65% of its assets in stocks of U.S. and foreign financial services companies of any size. These companies include banks, thrifts, finance companies, brokerage and advisory firms, real estate related firms, insurance companies and financial holding companies. The Fund could invest the other 35% of its assets without limitations, although it is anticipated that the bulk will be invested in the financial services sector or in short term, liquid investments.
In abnormal market conditions, the Fund may take temporary defensive positions. As such, the Fund may temporarily invest all of its assets in investment-grade, short-term securities. In such circumstances, the Fund may not achieve its objective.
The policies and strategies, as they exist and as they would be amended by the proposal, are non-fundamental. That means that they can be changed without a shareholder vote. Nonetheless, in this case, the Board believes that due to the scope and nature of the proposed changes, a Shareholder vote is warranted. As such, the Board has determined to call this special meeting to seek your vote on this matter.
The financial services sector includes banks, trust companies, broker-dealers, insurance companies, investment advisers, credit card companies, finance companies, credit reporting companies and other companies that provide services to those financial service companies. These companies are usually regulated by governmental or quasi-governmental entities and as a result are subject to the risk that regulatory developments will adversely affect them.
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The Fund has historically amended its strategies, policies and objectives when the Board has deemed it appropriate to do so. The Fund was organized in 1989 as a Southeastern savings institution fund. In 1991, the Funds strategies and policies were amended to allow for investments in commercial banks. The amendment allowed the Fund to participate in, and profit from, the consolidation in the commercial bank sector that followed. In 1995, in anticipation of changes in the regulatory environment governing banks and financial services companies, the Fund further amended its investment policies. This amendment allowed the Fund to invest in non-depository financial services firms, such as brokerage, finance and insurance and also allowed the Fund to invest to a greater extent in non-Southeastern issuers. This last amendment also proved to be advantageous since financial services firms have had relative strong performance since the amendment was implemented.
The Board and the Adviser feel that the Funds investment policies and strategies must be amended again. Both the Board and the Adviser believe that the focus on Southeastern institutions is no longer warranted in light of prior consolidations, current market conditions and regulatory developments. The marketplace has become increasingly national and international, and geographic limitations may limit (instead of increase) the Funds return potential. Furthermore, with the recent enactment of the Gramm-Leach-Bliley Act, barriers separating financial service firms - such as brokerage, finance and insurance firms - from banking functions are finally being removed. This should have a positive effect on the stocks of national and international financial service companies and should lead to further consolidation. As such, the Board and the Adviser believe that this is an appropriate time to amend the Funds strategies to take advantage of these developments. The amendment will also diversify the Funds holdings.
If approved by the Shareholders, the Adviser will move cautiously and deliberately to implement the Amendment. Nonetheless, portfolio changes will undoubtedly result in the Fund realizing some capital gains. To the extent the Fund invests in foreign securities, it will also cause the Fund to incur risks associated with foreign investing such as foreign country risk (which is the chance that a countrys economy will be hurt by political troubles, financial problems, or natural disasters) and foreign currency risk (which is the chance that returns will be hurt by a rise in the value of the U.S. dollar versus foreign currencies). Despite the realization of capital gains, and the possible risks of international investing, the Board and the Adviser believe that the changes are necessary to ensure positive future returns.
Approval of Proposal 1 requires the affirmative vote of a majority of the shares voted at the meeting, assuming a quorum is present. The Board recommends that the Shareholders vote FOR amending the Funds investment strategies. The effect of abstentions is the same as a vote against the Proposal.
In connection with the proposal to modify the Funds investment strategies, the Board recommends that you vote to modify the Funds industry concentration policy. The modification would make it clear that the Fund will not have to concentrate its investments in savings and banking institutions.
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The Funds current Investment Restriction No. 1, relating to industry concentration, states the following: Except for temporary defensive purposes, the Fund may not invest more than 25% of its total assets in any one industry or group of related industries except that the Fund will invest more than 25% of its assets in the banking and savings industries and in other issuers in the financial services industry. (Emphasis added.) This restriction may be read to require the Fund to invest more than 25% of its assets in the banking and savings industry. As such, the Board recommends that the Funds Investment Restriction No. 1 be modified to remove the reference to the banking and savings industry so that it reads as follows: Except for temporary defensive purposes, the Fund may not invest more than 25% of its total assets in any one industry or group of related industries except that the Fund will invest more than 25% of its assets in the financial services sector. (Emphasis added.)
Approval of proposal 2 requires the affirmative vote of a majority of the shares of the Fund outstanding and entitled to vote. A majority of the outstanding shares of the Fund, for this purpose, means:
The Board has nominated five individuals for election to the Board. These are the same individuals who currently serve as the Funds directors. Each has consented to continue to serve as a director if reelected by the Shareholders. You are asked to elect each director to serve until a successor is duly elected and qualified.
Below are the names, ages, business experience during the past five years and other directorships of the nominees. Mr. Golden serves as President of the Fund, as well as a director. Mr. Freedman is considered an interested director of the Fund.
Franklin | C. Golden (50), President since 1997 and Director since 1989 President of James Meyers and Company, a full service broker-dealer in Charlotte, North Carolina. Prior to Joining Myers in 1991, he was an Executive Vice President of Interstate/Johnson Lane (now IJL/Wachovia). He is a past director and Chairman of the National Association of Securities Dealers (NASD) District 7 Business Conduct Committee. |
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Robert | G. Freedman II (62), Director since 1996 Retired. From 1998 to 2000 served as Executive Vice President & Chief Investment Officer of Sovereign Asset Management Corporation and NM Capital Management, Inc. From 1995 to 1998 served as Vice Chairman & Chief Investment Officer of John Hancock Advisers, Inc. Prior to that, he was President and Chief Investment Officer of John Hancock Advisers, Inc. |
Fred G. | Steingraber (62), Director since 1989 - Chief Executive Officer and Chairman of A. T. Kearney, Inc., an international management consulting firm, since 1983 and 1986, respectively. He is a Director of Maytag Corporation and Director of the Supervisory Board of Continental AG. |
Donald | R. Tomlin (67), Director since 1989 President and Director of Southport Capital, Inc., a registered investment adviser since 1991. |
H. Hall | Ware, III (65), Director since 1989 - President of Odin Systems International, Inc., an anti-icing spray technology systems company, since 1999. Prior to that time he was an attorney with Gilbert, Harrell, Gilbert, Sumerford & Martin of Brunswick Georgia from 1995 to 1999. |
COMPENSATION TABLE |
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Name of |
Aggregate |
Pension/Retirement |
Estimated Annual |
Total Compensation |
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Franklin C, Golden |
17,000 |
0 |
0 |
17,000 |
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Robert Friedman II |
0 |
0 |
0 |
0 |
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Fred G. Steingraber |
13,000 |
0 |
0 |
13,000 |
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Donald R. Tomlin |
12,000 |
0 |
0 |
12,000 |
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H. Hall Ware III |
13,000 |
0 |
0 |
13,000 |
Approval of Proposal 2 requires the affirmative vote of a majority of the shares voted at the meeting assuming a quorum is present. The Board recommends that the Shareholders vote FOR re-election of each of the nominees. The effect of abstentions is the same as a vote against the Proposal.
The Board recommends that you vote to ratify the selection of Deloitte & Touche as the independent accountant of the Firm.
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The firm of Deloitte & Touche has been selected as independent accountant for the Fund to sign or certify any financial statements of the Fund required by any law or regulation to be certified by an independent accountant and filed with the Securities and Exchange Commission (SEC) or any state. Deloitte & Touche has acted and continues to act as the Funds independent accountant. Under certain circumstances the Investment Company Act of 1940 (1940 Act) requires that Shareholders ratify the directors selection of the accountant. In addition, as required by the 1940 Act, the vote of the Directors is subject to the right of the Fund, by vote of a majority of its outstanding voting securities at any meeting called for the purpose of voting on such action, to terminate such employment without penalty.
Deloitte & Touche has advised the Fund that, to the best of its knowledge and belief, as of the record date, no Deloitte & Touche professional had any direct or indirect ownership interest in the Fund inconsistent with independence standards pertaining to accountants. The independent accountants audit reports to date do not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles. Further, there were no disagreements between the Fund and the independent accountant on accounting principles or practices, financial statement disclosures, or audit scope or procedures, which if not resolved to the satisfaction of the independent accountants would have caused them to make reference to the subject matter of the disagreements in connection with their reports on the financial statements for such years.
The independent accountants examine annual financial statements for the Fund and provide other audit and tax-related services. In recommending the selection of the Funds accountants, the Board reviewed the nature and scope of the services to be provided (including non-audit services) and whether the performance of such services would affect the accountants independence. Representatives of Deloitte & Touche are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire, and will be available should any matter arise requiring their presence.
Approval of Proposal 4 requires the affirmative vote of a majority of the shares voted at the meeting assuming a quorum is present. The Board recommends that the Shareholders vote FOR re-election of each of the nominees. The effect of abstentions is the same as a vote to ratify the selection of Deloitte and Touche as the independent accountants of the Fund.
As of December 31, 2000, the Directors and officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund.
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The following table sets forth the beneficial ownership of shares of the Fund, at December 31, 2000, by each person known to the Fund to be deemed to be the beneficial owner of more than 5% of the outstanding shares of the Fund.
Name and Address of Beneficial Owner |
Number of Shares |
Percent of Class |
(TO BE COMPLETED)
The Board has an Audit Committee consisting of all of the Boards Independent Directors, as defined by the NASDAQs Qualitative Listing Requirements rule. The Board has adopted a written charter for the Audit Committee which is attached as Exhibit A.
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone or telegraph, will be paid by the Fund. These costs primarily consist of legal and proxy servicing fees and are expected to be approximately _________________to the Fund.
In order to obtain the necessary quorum at the meeting, supplementary solicitation may be made by mail, telephone, fax, or personally by officers or employees of Regan & Associates, Inc. (Regan). Regan has agreed to provide the Fund with all necessary consulting and solicitation services. Regans fees for these services will be $_____ plus reimbursement for out of pocket expenses up to $_____, provided, however, that no fee shall be payable if the proposals recommended by the Board are not approved.
If the Shareholder wishes to participate in the Special Meeting, but does not wish to give his or her proxy by telephone, the Shareholder may still submit the proxy card originally sent with the proxy statement by mail or fax or attend in person. Should Shareholders require additional information regarding the proxy or replacement proxy cards, they may contact ______________ at ____________. Any proxy given by a Shareholder, whether in writing or by telephone, is revocable in person at the Special Meeting or by written notice received by the Secretary of the Fund at any time before they are voted.
Please complete, sign and return the enclosed proxy promptly. No postage is required if mailed in the United States.
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By order of the Board of Directors, |
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Unless otherwise specified in the squares provided, the undersigneds vote will be cast for each proposal listed below.
Your Board of Directors recommends that you vote FOR Proposal 1.
1. To approve amending the Funds investment policies and strategies:
/_/ FOR |
/_/ AGAINST | /_/ ABSTAIN |
Your Board of Directors recommends that you vote FOR Proposal 2.
2. To modify the Funds industry concentration policy:
/_/ FOR |
/_/ AGAINST |
/_/ ABSTAIN |
Your Board of Directors recommends that you vote FOR Proposal 3.
3. To elect each of the Funds directors:
/_/ FOR |
/_/ AGAINST |
/_/ ABSTAIN |
Your Board of Directors recommends that you vote FOR Proposal 4.
4. To ratify the selection of Deloitte
and Touche as the Funds independent accounant:
/_/ FOR |
/_/ AGAINST |
/_/ ABSTAIN |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE SOUTHEASTERN THRIFT AND BANK FUND, INC.; SPECIAL MEETING OF SHAREHOLDERS -- _____________, 2001.
The undersigned hereby appoints Franklin C. Golden and Reinaldo Pascual, and each of them, attorneys and proxies for the undersigned, with full power of substitution and revocation, to present the undersigned at the Special Meeting of Shareholders of The Southeastern Thrift and Bank Fund, Inc. to be held at _____________________________________________________ on the ____th floor on ____________, 2001, at ________ a.m., and at any adjournments thereof, upon the matters set forth in the Notice of Special Meeting and Proxy Statement dated ___________, 2001 and upon all other matters properly coming before said meeting.
The proxies are authorized to vote in their discretion on any other business which may properly come before the meeting and any adjournments thereof.
Please sign EXACTLY as your name or names appear. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such.
________________________________________ |
_______________________________________ |
Dated: ____________________________, 2001
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