<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION
14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
American Performance Funds
3435 Stelzer Road
Columbus, OH 43219
------------------------------------------------
(Name of Registrant as Specified in its Charter)
Alan G. Priest, Esq.
Ropes & Gray
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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: N/A
2) Aggregate number of securities to which transaction applies: N/A
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 is calculated and state how it was determined): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A.
[ ] 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.:
3) Filing Party:
4) Date Filed:
Notes:
<PAGE> 2
IMPORTANT SHAREHOLDER INFORMATION
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American Performance Funds
The document you hold in your hands contains your proxy statement and
proxy card. A proxy card is, in essence, a ballot. When you vote your
proxy, it tells us how to vote on your behalf on important issues
relating to your Fund. The proxy card may be completed by checking the
appropriate box voting for or against the specific proposals relating
to your Fund. If you simply sign the proxy without specifying a vote,
your shares will be voted in accordance with the recommendations of the
Board of Trustees.
We urge you to take the time to read the proxy statement, fill out the
proxy card, and return it to us. Voting your proxy, and doing so
promptly, ensures that the Funds will not need to conduct additional
mailings. When shareholders do not return their proxies in sufficient
numbers, we will incur the expense of follow-up solicitations.
Please take a few moments to exercise your right to vote. Thank you.
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(Front Cover of Proxy Package)
<PAGE> 3
AMERICAN PERFORMANCE FUNDS
Notice of Special Meeting of Shareholders of
the American Performance Aggressive Growth Fund
to be held December 15, 1998
A Special Meeting of the shareholders of the American Performance
Aggressive Growth Fund (the "Fund"), will be held at 10:00 a.m., Eastern time,
at the offices of the American Performance Funds, at 3435 Stelzer Road,
Columbus, OH 43219 on December 15, 1998 for the following purposes:
1. Liquidation. To consider the liquidation of the Fund's assets. All
liquidated assets minus outstanding liabilities and taxes to be
distributed pro rata to the Fund's shareholders and, thereafter, the
Fund to be terminated.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Trustees has fixed November 18, 1998 as the record date for
determination of shareholders entitled to vote at this Special Meeting.
By Order of the Trustees,
Jeffrey Cusick
Vice President and Secretary
American Performance Funds
DECEMBER 7, 1998
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE> 4
To American Performance Aggressive Growth Fund Shareholders:
The purpose of this proxy package is to announce that a Shareholder Meeting (the
"Meeting") for the American Performance Aggressive Growth Fund (the "Fund") has
been scheduled for December 15, 1998. The purpose of this Meeting is to submit a
very important matter regarding the future of the Fund to the Shareholders for a
vote.
After considering the small asset size of the Fund and the lack of prospects for
growth in asset size and new shareholders, the Trustees of the American
Performance Funds concluded that among all of the available alternatives it
would be in the best interests of the Fund's Shareholders to liquidate and
distribute the Fund's assets and then terminate the Fund. The attached proxy
statement is designed to give you information relating to the proposal on which
you will be asked to consider and vote.
While you are, of course, welcome to join us at the Meeting, most Shareholders
cast their votes by filling out and signing the enclosed proxy card. In order to
conduct the Meeting a majority of shares must be represented either in person or
by proxy. Whether or not you plan to attend the Meeting, we need your vote.
Please mark, sign and date the enclosed proxy card and return it promptly in the
enclosed, postage-paid envelope so that the maximum number of shares may be
voted.
We encourage you to read the enclosed proxy statement thoroughly. In addition,
we have included on the next page a list of some commonly asked questions and
answers. If you have any additional questions, please call your account
administrator, investment representative, or American Performance Funds directly
at 1-800-762-7085.
Your vote is very important to us. As always, we thank you for your confidence
and support.
Sincerely,
/s/ Walter B. Grimm
- --------------------------
Walter B. Grimm
President
American Performance Funds
PLEASE SIGN AND RETURN THE ENCLOSED PROXY BALLOT CARD
YOUR VOTE IS VERY IMPORTANT
<PAGE> 5
Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO CLOSE THE
AGGRESSIVE GROWTH FUND?
A. In our continuing effort to maximize efficiencies in the American
Performance Funds, serious consideration was given to the future of the
Aggressive Growth Fund. After considering a variety of options, the
Board of Trustees of the American Performance Funds determined that
many factors limited the prospects for long-term growth of the Fund.
Poor prospects for growth in asset levels means that it is unlikely
that the Fund will achieve adequate economies of scale and be the
optimally efficient investment vehicle for shareholder assets for which
it was originally designed.
Q. WHAT WILL HAPPEN TO MY INVESTMENT IN THE AGGRESSIVE GROWTH
FUND IF THIS PROPOSAL IS APPROVED?
A. The assets in the Fund will be liquidated, the proceeds will be
distributed to shareholders and the Fund will be terminated on February
15, 1999 or as soon thereafter as is operationally feasible. YOU WILL
HAVE UNTIL THAT DATE TO FIND AN ALTERNATIVE INVESTMENT VEHICLE FOR YOUR
ACCOUNT. Your account representative can assist you in this process.
Any assets that remain invested in the Fund on its termination date
will be liquidated and the proceeds will be remitted to you or your
representative.
Q. ARE THERE ANY ALTERNATIVE INVESTMENT OPTIONS AVAILABLE TO
ME?
A. Yes. There are a variety of alternative investment options available to
shareholders of the Aggressive Growth Fund. Because of the importance
of meeting your precise investment needs, no specific recommendations
for alternative investment options are provided with this proxy
package. You are encouraged to contact your account representative to
discuss these alternative investment options.
Q. WHAT IF I DO NOT RETURN MY PROXY VOTING BALLOT?
A. In order to conduct the Shareholder Meeting a quorum must be present,
in person or by proxy. A quorum is defined as representation of over
50% of the shares outstanding for the Fund as of November 18, 1998. In
the event that not enough shareholders return the enclosed proxy ballot
card to achieve quorum, we will be forced to incur additional expenses
associated with additional solicitations. In order to avoid additional
costs, please return the completed proxy ballot as soon as possible.
<PAGE> 6
Q. HOW DOES THE BOARD SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Trustees of the American
Performance Funds, including the independent members, recommends that
you vote "FOR" all of the items on the enclosed proxy ballot. The Board
also wishes to remind you to vote and return all the proxy ballot cards
you receive.
Q. WHO SHOULD I CALL WITH QUESTIONS ABOUT THIS PROXY?
A. If you have any questions regarding this proxy, please contact your
account administrator, investment representative, or the American
Performance Funds directly at 1-800-762-7085.
THE INFORMATION PROVIDED IN THIS "Q&A" IS SUPPORTED
BY DISCLOSURES CONTAINED IN THE ACCOMPANYING PROXY STATEMENT
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<PAGE> 7
AMERICAN PERFORMANCE FUNDS
PROXY STATEMENT
---------------
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of the American Performance Funds with respect to the American
Performance Aggressive Growth Fund (the "Fund"). The proxy is revocable at any
time before it is voted by sending written notice of the revocation to the Funds
or by appearing personally at the December 15, 1998 special meeting of
shareholders of the Fund (the "Special Meeting").
Only shareholders of record at the close of business on November 18,
1998 will be entitled to vote at the Special Meeting. As of November 18, 1998,
there were issued and outstanding 1,879,503.336 Shares of the Fund, each Share
being entitled to one vote, and each fractional Share being entitled to a
proportionate fractional vote. Shareholders will vote on the liquidation
proposal and on any other business as may properly come before the Special
Meeting.
For purposes of determining the presence of a quorum and counting votes
on the matters presented, Shares represented by abstentions and "broker
non-votes" will be counted as present, but not as votes cast, at the Special
Meeting. Under the Investment Company Act of 1940 (the "1940 Act"), the
affirmative vote necessary to approve the matter under consideration may be
determined with reference to a percentage of votes present at the Special
Meeting, which would have the effect of treating abstentions and non-votes as if
they were votes against the proposal.
The Funds' current executive offices are located at 3435 Stelzer Road,
Columbus, Ohio, 43219. This proxy statement and the enclosed notice of meeting
and proxy card are first being mailed on or about December 7, 1998.
A copy of the Funds' Annual Report dated August 31, 1998 is available
upon request and may be obtained by calling 1-800-762-7085.
<PAGE> 8
THE PROPOSAL
APPROVAL OR DISAPPROVAL OF THE
LIQUIDATION OF THE FUND'S ASSETS
--------------------------------
This Special Meeting is being called for the purpose of approving the
liquidation of the Fund's assets. The Trustees have determined that it is in the
Fund's and its shareholders' best interests for the Fund to liquidate its assets
and then distribute pro rata to shareholders all of the liquidation proceeds
(net of outstanding liabilities and taxes). Thereafter, the Trustees will wind
up the affairs of, and terminate, the Fund.
The Trustees considered the small asset size of the Fund and the lack
of prospects for growth in asset size and new shareholders as important factors
in reaching this determination. The Trustees also determined that the Fund was
unlikely to reach levels of adequate economies of scale, which, in essence,
means it is unlikely that the Fund will ever be an optimally efficient
investment vehicle for shareholder assets.
The Trustees considered alternatives to liquidating and terminating the
Fund, such as merging it into another fund or funds. The Trustees concluded
that, among all of the available alternatives presented to and considered by the
Trustees, for a variety of reasons the liquidation alternative was in the best
interest of the Fund's shareholders. The other alternatives did not guarantee an
efficient or efficacious manner of protecting each shareholder's interests. For
example, in considering the possibility of a merger, the Trustees determined
that it was not possible to merge with a suitable candidate (giving due
consideration to possible candidates' investment objectives and policies and
expense ratios) without subjecting Fund shareholders to undesirable tax
consequences.
After due deliberation, on October 30, 1998, the Trustees unanimously
approved the liquidation of the Fund's assets and determined that the proper
time had come to present the issue to shareholders. Shareholder approval of the
proposed liquidation with respect to a Fund requires the affirmative vote of:
(a) 67% or more of the Shares of such Fund present at the Special Meeting, if
the holders of more than 50% of the outstanding Shares are present or
represented by proxy; or (b) more than 50% of the outstanding Shares of such
Fund, whichever is less.
After liquidating all of the assets of the Fund, the Trustees intend to
distribute to shareholders of the Fund their pro rata share of the Fund's
assets, after paying all outstanding obligations, taxes, and other liabilities,
accrued or contingent, of the Fund, as required by American Performance Funds'
Declaration of Trust. Thereafter, the Trustees intend to wind up the affairs of
the Fund and take such steps as are necessary to terminate the Fund's state or
federal registration. Liquidation and distribution of the Fund's assets and the
winding up and
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<PAGE> 9
termination of the Fund will take place as soon as reasonably practicable after
the Special Meeting.
Payment by the Fund of liquidation distributions to Shareholders will
be a taxable event. Because the income tax consequences for a particular
Shareholder may vary depending on individual circumstances, each Shareholder is
urged to consult his or her tax adviser concerning the federal, state and local
tax consequences of receipt of a liquidating distribution.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE LIQUIDATION OF
THE FUND.
OTHER MATTERS AND DISCRETION
OF PERSONS NAMED IN THE PROXY
-----------------------------
While the Special Meeting is called to act upon any other business that
may properly come before it, at the date of this proxy statement the only
business which the management intends to present or knows that others will
present is the business stated in the Notice of Meeting. If any other matters
lawfully come before the Special Meeting, and in all procedural matters at the
Special Meeting, it is the intention that the enclosed proxy shall be voted in
accordance with the best judgment of the persons named as proxies therein, or
their substitutes, present and acting at the Special Meeting.
If at the time any session of the Special Meeting is called to order, a
quorum is not present, in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies that they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment.
In the event that a shareholder signs and returns the proxy card, but
does not indicate a choice on the proxy card, the proxy attorneys will vote
those shares in favor of the liquidation proposal.
Proxy solicitations will be made primarily by mail, but may also be
made by telephone, telegraph, fax or personal interview conducted by certain
officers or employees of American Performance Funds or American Performance
Funds' service providers or, if necessary, a
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<PAGE> 10
commercial firm retained for this purpose. The cost of preparing and mailing the
notice of meeting, the proxy card, this proxy statement and any additional proxy
material will be borne by the Fund. Brokerage firms and others will be
reimbursed for their expenses in forwarding solicitation materials to the
beneficial owners of Shares of the Funds.
The Funds' Investment Advisor is Bank of Oklahoma, N.A., a subsidiary
of BancOklahoma Corp.
The Funds' principal distributor and administrator is BISYS Fund
Services, an Ohio Limited Partnership and subsidiary of The BISYS Group, Inc.
As of November 18, 1998, the American Performance Funds believe that
Bank of Oklahoma, N.A. and its bank affiliates were the Shareholders of record
of 52.88% of the Aggressive Growth Fund's Shares. As a consequence, Bank of
Oklahoma, N.A. may be deemed to be a controlling person of the Aggressive Growth
Fund under the 1940 Act.
The following list indicates the beneficial ownership of the
shareholders who, to the best knowledge of American Performance Funds, were the
owners of 5% or more of the outstanding Shares of the Aggressive Growth Fund as
of November 18, 1998:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- ---------
<S> <C>
Nordam 401-K 5.08%
Bank of Oklahoma Trustee
One Williams Center
Tulsa, Oklahoma 74192
BOK Thrift Plan 17.09%
Bank of Oklahoma Trustee
One Williams Center
Tulsa, Oklahoma 74192
</TABLE>
The following list indicates the ownership of record of the
shareholders who, to the best knowledge of American Performance Funds, were the
owners of 5% or more of the outstanding Shares of the Aggressive Growth Fund as
of November 18, 1998:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- ---------
<S> <C>
Nabank & Co 92.46%
P.O. Box 2300
Tulsa, Oklahoma 74192
HC Fund Limited Partnership 5.60%
1300 W. Belmont, No. 209
Chicago, Illinois 60657
</TABLE>
As of November 18, 1998, the Officers and Trustees of the Fund owned
less than 1% of the Fund's outstanding Shares.
If you do not expect to attend the Special Meeting, please sign your
proxy card promptly and return it in the enclosed envelope to avoid unnecessary
expense and delay. No postage is necessary.
December 7, 1998
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<PAGE> 11
AMERICAN PERFORMANCE AGGRESSIVE GROWTH FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, DECEMBER 15, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE
AMERICAN PERFORMANCE FUNDS.
The undersigned hereby appoints Jeffrey Cusick and Joel Engle, and each of them
with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the American Performance Aggressive Growth Fund on
Tuesday, December 15, 1998 at 10:00 a.m., Eastern time, and at any adjournments
thereof, all of the shares of the Fund which the undersigned would be entitled
to vote if personally present.
1. Approval of the Liquidation of all of the assets of the American Performance
Aggressive Growth Fund.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To transact any other business as may properly come before the meeting or any
adjournment thereof.
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 PROPOSAL (1) AND TO AUTHORIZE THE PROXIES, IN THEIR DISCRETION, TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (1) AND (2).
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated:______________, 1998
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
