<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 (S) 240.14a-11(c) or (S) 240.14a-12
Fortis Securities, Inc.
-----------------------------------------
(Name of Registrant as Specified in its Charter)
(specify)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a96(i)(4) and
O-11.
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________________
(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 by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
__________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
__________________________________________________________________________
(3) Filing Party:
__________________________________________________________________________
(4) Date Filed:
__________________________________________________________________________
<PAGE>
[Fortis letterhead]
November 11, 1997
Re: Fortis Securities, Inc. Annual Meeting of Shareholders
Dear Shareholder:
You are invited to attend the annual meeting of shareholders of Fortis
Securities, Inc. The meeting will begin at 10:00 a.m. on Thursday, December 11,
1997 at the offices of Fortis Advisers, Inc., 500 Bielenberg Drive, Woodbury,
Minnesota.
The only items on the agenda are the annual matters of electing the Fund's
Directors and selecting its independent accountants. Please review the enclosed
proxy materials and return your completed proxy as promptly as possible.
Sincerely,
/s/ Dean C. Kopperud
President
<PAGE>
FORTIS SECURITIES, INC.
500 Bielenberg Drive, Woodbury, Minnesota 55125
Mailing Address: P.O. Box 64284, St. Paul, Minnesota 55164
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
TO BE HELD ON DECEMBER 11, 1997
The annual meeting of the shareholders of Fortis Securities, Inc. (the
"Company") will be held at the offices of Fortis Advisers, Inc. ("Advisers"),
500 Bielenberg Drive, Woodbury, Minnesota, on Thursday, December 11, 1997, at
10:00 a.m. for the following purposes:
1. To set the number of directors at eleven and to elect a Board of
Directors.
2. To ratify the selection by the Board of Directors of the Company of
KPMG Peat Marwick LLP as independent public accountants for the
Company for the fiscal year ending July 31, 1998.
3. To transact such other business as may properly come before the
meeting.
Shareholders of record on October 24, 1997, are the only persons entitled
to notice of and to vote at the meeting.
Your attention is directed to the attached Proxy Statement. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, SIGN, DATE, AND MAIL
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE COMPANY ANY
FURTHER SOLICITATION EXPENSE. There is enclosed with the proxy an addressed
envelope for which no postage is required.
Michael J. Radmer
Secretary
Dated: November 11, 1997
<PAGE>
PROXY STATEMENT
FORTIS SECURITIES, INC.
500 Bielenberg Drive, Woodbury, Minnesota 55125
Mailing Address: P.O. Box 64284, St. Paul, Minnesota 55164
ANNUAL MEETING OF THE SHAREHOLDERS--DECEMBER 11, 1997
The enclosed proxy is solicited by the Board of Directors of Fortis
Securities, Inc. (the "Company") in connection with the annual meeting of
shareholders of the Company to be held December 11, 1997, and at any adjournment
of the meeting. The costs of solicitation, including the cost of preparing and
mailing the Notice of Annual Shareholders' Meeting and this Proxy Statement,
will be paid by the Company, and such mailing will take place on approximately
November 11, 1997. Representatives of Fortis Advisers, Inc. ("Advisers"), the
investment adviser and manager of the Company, without cost to the Company, may
solicit proxies for the management of the Company by means of mail, telephone,
or personal calls. The address of Advisers is that of the Company as provided
above.
A proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the Company, or at the meeting prior to voting.
Unless revoked, properly executed proxies that have been returned by
shareholders without instructions will be voted "for" each proposal. In
instances where choices are specified by the shareholders in the proxy, those
proxies will be voted as the shareholder has instructed.
With regard to the election of directors, votes may be cast in favor or
withheld. Abstentions may be specified for Proposal 2 (ratification of
independent public accountants). Abstentions and votes withheld will be counted
as present for purposes of determining whether a quorum of shares is present at
the meeting, and will have the same effect as a vote "against" such item. So
far as the Board of Directors is aware, no matters other than those described in
this Proxy Statement will be acted upon at the meeting. Should any other
matters properly come before the meeting calling for a vote of shareholders, it
is the intention of the persons named as proxies to vote upon such matters
according to their best judgment.
Only those shareholders owning shares as of the close of business on
October 24, 1997, may vote at the meeting or any adjournments of the meeting.
As of that date, there were issued and outstanding 12,622,169 common shares,
$.01 par value. Common shares represent the only class of securities of the
Company. Each shareholder is entitled to one vote for each share held. No
person, to the knowledge of Company management, was the beneficial owner of more
than 5% of the voting shares of the Company as of October 24, 1997.
If a quorum is not present at a meeting, or if a quorum is present but
sufficient votes to approve any of the proposals are not received, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies. In determining whether to adjourn the meeting,
the following factors may be considered: the nature of the proposals that are
the subject of
-1-
<PAGE>
the meeting, the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation, and the
information to be provided to shareholders with respect to the reasons for the
solicitation. Any adjournment will require the affirmative vote of a majority
of those shares represented at the meeting in person or by proxy. The persons
named as proxies will vote all shares that have voted for the proposal in
favor of adjournment; shares voted against the proposal will be voted against
adjournment.
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT IS AVAILABLE TO
SHAREHOLDERS UPON REQUEST. IF YOU WOULD LIKE TO RECEIVE A COPY, PLEASE CONTACT
THE COMPANY AT P.O. BOX 64284, ST. PAUL, MINNESOTA 55164 OR CALL 1-800-800-2638,
EXTENSION 4579, AND A COPY WILL BE SENT, WITHOUT CHARGE, BY FIRST CLASS MAIL
WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
SHARE OWNERSHIP
As of October 13, 1997, all directors and officers as a group owned less
than 1% of the outstanding shares of the Company. As of this date, no person or
entity to the knowledge of management, owned beneficially more than 5% of the
outstanding shares of the Company.
The following table sets forth, as of October 13, 1997, shares of the
Company owned beneficially by, and certain other share ownership information
with respect to, directors of the Company and all officers and directors as a
group.
<TABLE>
<CAPTION>
NUMBER OF COMPANY SHARES OWNED OF
BENEFICIAL OWNER SHARES BENEFICIALLY OWNED OTHER FORTIS FUNDS*
-----------------------------------------------------------------------------------
<S> <C> <C>
Richard W. Cutting -0- 7,285
Allen R. Freedman -0- 47,636
Dr. Robert M. Gavin -0- 22,961
Benjamin S. Jaffray 400 1,631
Jean L. King 100 11,063
Dean C. Kopperud 1,100 3,786
Edward M. Mahoney 5,000 193,575
Robb L. Prince 438 181,500
Leonard J. Santow -0- 234,584
Noel S. Shadko 100 328
Joseph M. Wikler -0- 116,326
Officers and directors as a group 7,138 1,155,309
- --------------------
</TABLE>
* "Other Fortis Funds" currently consists of nine open-end investment companies
managed by the Adviser. The open-end investment companies are Fortis
Advantage Portfolios, Inc.; Fortis Equity Portfolios, Inc.; Fortis Fiduciary
Fund, Inc.; Fortis Growth Fund, Inc.; Fortis Income Portfolios, Inc.; Fortis
Money Portfolios, Inc.; Fortis Series Fund, Inc.; Fortis Tax-Free Portfolios,
Inc.; and Fortis Worldwide Portfolios, Inc.
-2-
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the shareholders of the Company have
the power to set the number of directors. The Company's management recommends
that the number of directors to be elected at the annual meeting be set at
eleven. Unless otherwise instructed, the proxies will vote in favor of a
resolution to set the number of directors at eleven.
It is intended that the enclosed proxy will be voted for the election of
the eleven persons named below as directors unless such authority has been
withheld in the proxy. The term of office of persons elected will be until the
next annual meeting of the shareholders or until their successors are elected
and shall qualify. Pertinent information for each nominee for the past five
years is set forth below.
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION DIRECTORSHIPS OF OTHER
TERM OF OFFICE AND AFFILIATIONS REPORTING COMPANIES (1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard W. Cutting, Age 66 Certified public accountant and financial Other Fortis Funds
Director since 1993 (2) consultant.
Allen R. Freedman *, Age 57 Chairman, Chief Executive Officer and President Other Fortis Funds; Systems and
Director since 1987 of Fortis, Inc.; a Managing Director of Fortis Computer Technology Corporation;
Inter- national, N.V. Genesis Health Ventures, Inc.
Dr. Robert M. Gavin, Age 57 President, Cranbrook Education Community; prior Other Fortis Funds
Director since 1986 (3) to July 1996, President, Macalester College.
Benjamin S. Jaffray, Age 67 Chairman of the Sheffield Group, Ltd., a Other Fortis Funds
Director since 1984 (3) financial consulting group.
Jean L. King, Age 53 President, Communi-King, a communications Other Fortis Funds
Director since 1984 (2) consulting firm.
Dean C. Kopperud*, Age 45 Chief Executive Officer and a Director of Other Fortis Funds
Director since 1995 (3) Advisers; President and a Director of Fortis
Investors, Inc. ("Investors"), the underwriter of
shares of investment companies affiliated with
the Company; President of Fortis Financial Group
and a Director of Fortis Benefits Insurance
Company; and Senior Vice President of Time
Insurance Company.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION DIRECTORSHIPS OF OTHER
TERM OF OFFICE AND AFFILIATIONS REPORTING COMPANIES (1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Edward M. Mahoney, Age 67 Retired; prior to December 1994, Chairman, Chief Other Fortis Funds; Analysts
Director since 1979 (3) Executive Officer and a Director of Advisers and International Corporation
of Investors, Senior Vice President and a
Director of Fortis Benefits Life Insurance
Company and Senior Vice President of Time
Insurance Company.
Robb L. Prince, Age 56 Financial and employee benefit consultant; prior Other Fortis Funds; Analysts
Director since 1982 (3) to July 1995, Vice President and Treasurer, International Corporation
Jostens, Inc., a producer of products and
services for youth, education, sports award, and
recognition markets.
Leonard J. Santow, Age 61 Principal, Griggs & Santow, Inc., economic and Other Fortis Funds
Director since 1972 (4) financial consultants.
Noel S. Shadko, Age 43 Marketing consultant; prior to 1996, Senior Vice Other Fortis Funds
Director since 1996 (3) President, Marketing and Strategic Planning,
Rollerblade, Inc.
Joseph M. Wikler, Age 56 Investment consultant and private investor; prior Other Fortis Funds
Director since 1994 (2) to 1994, Director of Research, Chief Investment
Officer, principal and a Director, The
Rothschild Co., an investment adviser, Baltimore,
MD.
</TABLE>
__________
* Denotes directors who are interested persons, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), of the Company and
Advisers. Mr. Kopperud is an "interested person" of Advisers and the
Company primarily because he holds certain positions, including serving as
Chief Executive Officer and a director of Advisers. Mr. Freedman is an
"interested person" of Advisers and the Company primarily because he holds
certain positions, including serving as Chairman and Chief Executive
Officer of Fortis, Inc., the parent company of Advisers, and as a Managing
Director of Fortis International, N.V., the parent company of Fortis, Inc.
(1) "Reporting Companies" means companies with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to
the requirements of Section 15(d) of such act and any company registered as
an investment company under the 1940 Act.
(2) Member of the Audit Committee of the Board of Directors.
(3) Member of the Executive Committee of the Board of Directors.
(4) Member of the Investment Consulting Committee of the Board of Directors.
All of the above nominees were elected directors by the shareholders at
their last annual meeting and are currently serving as directors of the Company.
-4-
<PAGE>
The Company has an Audit Committee of the Board of Directors whose members
are selected annually by the full Board of Directors. The Audit Committee
currently consists of Ms. King, Mr. Wikler and Mr. Cutting, who as serves as its
chairperson. The Audit Committee met two times during the fiscal year ended
July 31, 1997. The Company does not have a standing compensation committee or a
standing nominating committee of the Board of Directors.
The functions performed by the Audit Committee are to recommend annually to
the Board a firm of independent certified public accountants to audit the books
and records of the Company for the ensuing year; to monitor that firm's
performance; to review with the firm the scope and results of each audit and
determine the need, if any, to extend audit procedures; to confer with the firm
and representatives of the Company on matters concerning the Company's financial
statements and reports, including the appropriateness of its accounting
practices and of its financial controls and procedures; to evaluate the
independence of the firm; to review procedures to safeguard portfolio
securities; to review the purchase by the Company from the firm of nonaudit
services; to review all fees paid to the firm; and to facilitate communications
between the firm and the Company's officers and directors.
During the Company's fiscal year ended July 31, 1997, there were four
meetings of the Board of Directors. No director attended fewer than 75% of the
aggregate of the number of meetings of the Board of Directors and the number of
meetings held by all committees of the Board on which such director served.
The following table sets forth the compensation received by each director
from the Company during the fiscal year ended July 31, 1997, as well as the
total compensation received by each director from the Company and all other
investment companies managed by Advisers (the "Fund Complex") during the
calendar year ended December 31, 1996. Neither Mr. Freedman, who is an officer
of the parent company of Advisers, nor Mr. Kopperud, who is an officer of
Advisers and Investors, received any such compensation and they are not included
in the table. No executive officer of the Company received any such
compensation and they are not included in the table.
COMPENSATION FROM TOTAL COMPENSATION
DIRECTOR THE COMPANY FROM FUND COMPLEX *
- ---------------------------------------------------------------------
Richard W. Cutting $1,800 $30,800
Dr. Robert M. Gavin $1,800 $30,800
Benjamin S. Jaffray $1,779 $26,300
Jean L. King $1,853 $30,800
Edward M. Mahoney $1,800 $30,800
Robb L. Prince $1,853 $30,800
Leonard J. Santow $1,700 $30,200
Noel S. Shadko $1,800 $11,100
Joseph M. Wikler $1,800 $30,800
- ----------
* Includes aggregate compensation paid by the Company and the nine Other Fortis
Funds.
-5-
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS SET THE NUMBER OF
DIRECTORS AT ELEVEN AND VOTE IN FAVOR OF THE FOREGOING NOMINEES TO SERVE AS
DIRECTORS OF THE COMPANY. The vote of a majority of the shares represented at
the meeting, provided at least a quorum (more than 50% of the outstanding
shares) is represented in person or by proxy, is sufficient for the election of
the above nominees. Unless otherwise instructed, the proxies will vote for the
above eleven nominees. All of the nominees listed above have consented to serve
as directors if elected. In the event any of the above nominees are not
candidates for election at the meeting, the proxies may vote for such other
persons as management may designate. Nothing currently indicates that such a
situation will arise.
PROPOSAL TWO
RATIFICATION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent public accountants selected by a
majority of the directors of the investment company who are not interested
persons of the investment company or of its investment adviser. The 1940 Act
provides that the selection be submitted for ratification or rejection by the
shareholders.
On September 18, 1997, upon the recommendation of the Company's Audit
Committee, the Company's Board of Directors, including a majority of the
directors who are not interested persons of Advisers or the Company, selected
KPMG Peat Marwick LLP to be the Company's independent public accountants for the
fiscal year ending July 31, 1998. KPMG Peat Marwick LLP has served as the
independent public accountants of the Company since the fiscal year ended July
31, 1989. KPMG Peat Marwick LLP also serves as independent public accountants
for the Other Fortis Funds.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
meeting. Such representatives will be given the opportunity to make a statement
to the shareholders if they desire to do so and are expected to be available to
respond to any questions which may be raised at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
RATIFICATION OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE COMPANY. The affirmative vote of a majority of the shares represented at
the meeting, provided at least a quorum (more than 50% of the outstanding
shares) is represented in person or by proxy, is sufficient for the ratification
of the selection of the independent public accountants. Unless otherwise
instructed, the proxies will vote for the ratification of the selection of KPMG
Peat Marwick LLP as the Company's independent public accountants.
EXECUTIVE OFFICERS OF THE COMPANY
Certain information about the executive officers of the Company is set
forth below. Unless otherwise indicated, all positions have been held more than
five years. No executive officer receives any compensation from the Company.
-6-
<PAGE>
<TABLE>
<CAPTION>
POSITION AND TERM OF BUSINESS EXPERIENCE
NAME AND (AGE) OFFICE WITH THE COMPANY DURING PAST FIVE YEARS
- ------------------------ ---------------------------- -------------------------------------------------------
<S> <C> <C>
Dean C. Kopperud (45) President since 1995 See biographical information in Proposal One.
Gary N. Yalen (55) Vice President since 1995 President and Chief Investment Officer of Advisers
(since 1995) and Senior Vice President, Investments, of
Fortis, Inc.; prior to 1996, President and Chief
Investment Officer, Fortis Asset Management, a former
division of Fortis, Inc.
Howard G. Hudson (60) Vice President since 1995 Executive Vice President and Head of Fixed Income
Investments of Advisers since 1995; prior to 1996,
Senior Vice President, Fixed Income, Fortis Asset
Management.
Lucinda S. Mezey (50) Vice President since 1997 Executive Vice President and Head of Equity Investments
of Advisers since October 1997; from 1995 to October
1997, Chief Investment Officer, Alex Brown Capital
Advisory and Trust Co., Baltimore, MD; prior to 1995,
Senior Vice President and Head of Equity Investments,
PNC Bank, Philadelphia, PA.
James S. Byrd (46) Vice President since 1991 Executive Vice President of Advisers since 1995; prior to
1995, Vice President of Advisers and of Investors.
Nicholas L.M. Vice President since 1995 Vice President of Advisers since 1995; prior
de Peyster (31) to 1996, Vice President, Equities, Fortis Asset
Management.
Charles J. Dudley (38) Vice President since 1995 Vice President of Advisers since 1995; prior to 1995,
Senior Vice President, Sun America Asset Management,
Los Angeles, CA.
Maroun M. Hayek (49) Vice President since 1995 Vice President of Advisers since 1995; prior to 1996,
Vice President, Fixed Income, Fortis Asset Management.
Robert C. Lindberg (44) Vice President since 1993 Vice President of Advisers since 1993; prior to 1993,
Vice President, Portfolio Manager and Chief Securities
Trader, COMERICA, Inc., Detroit, MI.
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
POSITION AND TERM OF BUSINESS EXPERIENCE
NAME AND (AGE) OFFICE WITH THE COMPANY DURING PAST FIVE YEARS
- ------------------------ ---------------------------- -------------------------------------------------------
<S> <C> <C>
Charles L. Mehlhouse (55) Vice President since 1996 Vice President of Advisers; prior to March 1996,
Portfolio Manager, Marshall & Ilsley Bank Corporation,
Milwaukee, WI.
Kevin J. Michels (46) Vice President since 1995 Vice President of Advisers since 1995; prior to 1996,
Vice President, Administration, Fortis Asset Management.
Christopher J. Pagano (34) Vice President since 1996 Vice President of Advisers since 1996; prior to March
1996, government strategist, Merrill Lynch, New York,
NY.
Stephen M. Rickert (54) Vice President since 1995 Vice President of Advisers since 1995; from 1994 to
1996, Corporate Bond Analyst, Fortis Asset Management;
from 1993 to 1994, Corporate Bond Analyst, Dillon,
Read & Co., Inc., New York, NY.
Keith R. Thomson (60) Vice President since 1993 Vice President of Advisers.
Christopher J. Woods (37) Vice President since 1995 Vice President of Advisers since 1995; prior to 1996,
Vice President, Fixed Income, Fortis Asset Management.
Robert W. Beltz, Jr. (48) Vice President since 1993 Vice President--Securities Operations of Advisers and
of Investors.
Peggy E. Ettestad (40) Vice President since 1997 Senior Vice President, Operations of Advisers since
March 1997; prior to March 1997, Vice President, G.E.
Capital Fleet Services, Minneapolis, MN.
Tamara L. Fagely (39) Treasurer since 1993 and Second Vice President of Advisers and of Investors.
Vice President since 1996
Dickson W. Lewis (48) Vice President since 1997 Senior Vice President, Marketing and Sales of Advisors
and of Investors since July 1997; from 1993 to July 1997,
President and Chief Executive Officer, Hedstrom/Blessing,
Inc., Minneapolis, MN; from 1992 to 1993, an
independent marketing consultant.
David A. Peterson (55) Vice President since 1991 Vice President and Assistant General Counsel of Fortis
Benefits Insurance Company.
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
POSITION AND TERM OF BUSINESS EXPERIENCE
NAME AND (AGE) OFFICE WITH THE COMPANY DURING PAST FIVE YEARS
- ------------------------ ---------------------------- -------------------------------------------------------
<S> <C> <C>
Scott R. Plummer (38) Vice President since 1996 Second Vice President, Corporate Counsel and Assistant
Secretary of Advisers since 1994; prior to 1994,
attorney, Zelle & Larson, Minneapolis, MN.
Michael J. Radmer (52) Secretary since 1978 Partner, Dorsey & Whitney LLP, the Company's General
Counsel.
Rhonda J. Schwartz (40) Vice President since 1996 Since January 1996, Senior Vice President and General
Counsel of Advisers, Senior Vice President and
General Counsel, Life and Investment Products, of Fortis
Benefits Insurance Company and Vice President and
General Counsel, Life and Investment Products, of
Time Insurance Company; from 1993 to January 1996, Vice
President and General Counsel of Fortis, Inc.; prior to
1993, Attorney, Norris, McLaughlin & Marcus,
Washington, D.C.
</TABLE>
OTHER MATTERS
Management does not intend to present any business to the meeting not
mentioned in this Proxy Statement and currently knows of no other business to be
presented. If any other matters are brought before the meeting, the persons
named as proxies will vote on such matters in accordance with their judgment of
the best interests of the Company.
Based on the Company records and other information, the Company believes
that all SEC filing requirements applicable to its directors and officers,
Advisers and companies affiliated Advisers pursuant to Section 16(a) of the
Securities Exchange Act of 1934, with respect to the Company's fiscal year
ending July 31, 1997, were satisfied.
SHAREHOLDER PROPOSALS
Proposals of Company shareholders intended to be presented at the 1998
annual shareholders' meeting must be received at the Company's offices by July
10, 1998, in order to be considered for inclusion in the Company's proxy
statement and form of proxy for the 1998 annual meeting.
Dated: November 11, 1997 Michael J. Radmer, Secretary
-9-
<PAGE>
Receipt of Notice of Annual FORTIS SECURITIES, INC.
Shareholders' Meeting and Proxy
Statement is acknowledged by your PROXY FOR ANNUAL SHAREHOLDERS' MEETING
execution of this proxy. Mark, TO BE HELD DECEMBER 11, 1997
sign, date, and return this proxy in
the addressed envelope--no postage THIS PROXY IS SOLICITED ON BEHALF OF
required. Please mail promptly to THE BOARD OF DIRECTORS
save the Company further solification
expenses. The undersigned appoints Michael J.
Radmer, Scott R. Plummer, Tamara L.
Fagely and Robert W. Beltz, Jr. and
each of them with power to act without
the other and with the right of
substitution in each, the proxies of
FORTIS SECURITIES, INC. the undersigned to vote all shares of
PROXY SERVICE Fortis Securities, Inc. (the
POST OFFICE BOX 9148 "Company") held by the undersigned on
FARMINGDALE, NY 11735-9855 October 24, 1997, at the annual
Shareholders' Meeting of the Company,
to be held at the offices of Fortis
Advisers, Inc. ("Advisers"), 500
Bielenberg Drive, Woodbury, Minnesota,
on Thursday, December 11, 1997, at
10:00 a.m. and at any adjournment
thereof, with all powers the
undersigned would possess if present
in person. All previous proxies given
with respect to the meeting are
revoked.
THIS PROXY WILL BE VOTED AS
INSTRUCTED ON THE MATTERS SET FORTH
BELOW. IT IS UNDERSTOOD THAT IF NO
CHOICE IS SPECIFIED, THIS PROXY WILL
BE VOTED "FOR" ALL ITEMS. UPON ALL
OTHER MATTERS THE PROXIES SHALL VOTE
AS THEY DEEM IN THE BEST INTERESTS OF
THE COMPANY.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS /x/ KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
FORTIS SECURITIES, INC. DETATCH AND RETURN THIS PORTION ONLY.
<TABLE>
<CAPTION>
<S> <C>
VOTE ON DIRECTORS 1. TO ELECT DIRECTORS, THE NOMINEES ARE: 01) R.W. CUTTING, 02) A.R.
FREEDMAN, 03) R.M. GAVIN, 04) B.S. JAFFRAY, 05) J.L. KING, 06) D.C. KOPPERUD,
FOR OR WITH- OR FOR 07) E.M. MAHONEY, 08) R.L. PRINCE, 09) L.J. SANTOW, 10) N.S. SHADKO, 11) J.M.
ALL HOLD ALL WIKLER. TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S) WRITE
ALL EXCEPT THAT NOMINEE(S) NUMBER ON THE LINE PROVIDED BELOW.
/ / / / / /
__________________________________________________________________________
/ / / / / / 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE
FOR AGAINST ABSTAIN INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR
POSTPONMENTS THEREOF.
____________________________________________ _________________________________________ ______________
(Please sign name(s) exactly as registered) (If there are co-owners, both should sign) (Date)
</TABLE>
