SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by 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 Sec. 240.14a-11(c) or Sec. 240.14a-12
Gabelli Equity Series Funds, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
1,000,000,000
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(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):
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(4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
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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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GABELLI EQUITY SERIES FUNDS, INC.
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on May 18, 1999
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A Special Meeting of Shareholders of GABELLI EQUITY SERIES FUNDS,
INC. (the "Fund") will be held at the Greenwich Hyatt Regency, 1800 East
Putnam Avenue, Greenwich, Connecticut 06870, on May 18, 1999, at 10:00 a.m.
(eastern standard time), for the following purposes :
1. To consider and act upon Articles of Amendment to the Fund's
Charter to permit each series of the Fund to offer additional
classes of shares (Proposal 1);
2. To elect nine (9) Directors of the Fund (Proposal 2);
3. To ratify the selection of Ernst & Young LLP as independent
accountants of the Fund for the year ending December 31, 1999
(Proposal 3); and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Directors have fixed the close of business on March 24, 1999 as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN
THE FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU
PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET
FORTH ON THE INSIDE COVER.
By Order of the Directors
JAMES E. MCKEE
Secretary
April __, 1999
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in
the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to a name shown in the
registration.
3. All Other Accounts: The capacity of the individuals signing
the proxy card should be indicated unless it is reflected in
the form of registration.
For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp. ................................ ABC Corp.
(2) ABC Corp. ................................ John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer .................. John Doe
(4) ABC Corp., Profit Sharing Plan ............ John Doe, Trustee
Fund Accounts
(1) ABC Fund ................................ Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 .......................... Jane Doe
Custodial or Estate Accounts
(1) John B. Smith, Custodian John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith John B. Smith, Jr.,
Executor
GABELLI EQUITY SERIES FUNDS, INC.
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SPECIAL MEETING OF SHAREHOLDERS
To be Held on May 18, 1999
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PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation on behalf of the board of directors (the "Board of Directors")
of Gabelli Equity Series Funds, Inc. (the "Fund") of proxies to be voted at
a Special Meeting of Shareholders of the Fund to be held on Tuesday, May
18, 1999, at 10:00 a.m. (eastern standard time), at the Greenwich Hyatt
Regency, 1800 East Putnam Avenue, Greenwich, Connecticut, and at any
adjournments thereof (the "Meeting"), for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders.
The Fund consists of two series, The Gabelli Small Cap Growth Fund
and The Gabelli Equity Income Fund (each, together with any subsequently
created series, a "Series").
In addition to the solicitation of proxies by mail, officers of the
Fund and officers and regular employees of State Street Bank & Trust
Company, the Fund's transfer agent, and affiliates of State Street Bank &
Trust Company or other representatives of the Fund also may solicit proxies
by telephone, telegraph or in person. In addition, the Fund expects to
retain Georgeson and Company Inc. to assist in the solicitation of proxies
for a minimum fee of $3,000 plus reimbursement of expenses. The costs of
solicitation and the expenses incurred in connection with preparing the
Proxy Statement and its enclosures will be paid by the Fund. The Fund will
reimburse brokerage firms and others for their expenses in forwarding
solicitation materials to the beneficial owners of shares. The Fund's most
recent annual report is available upon request, without charge, by writing
the Fund at One Corporate Center, Rye, New York, 10580-1434 or calling the
Fund at 1-800-422-3554.
If the enclosed proxy is properly executed and returned in time to
be voted at the Meeting, the shares represented thereby will be voted FOR
Proposals 1, 2 and 3 listed in the accompanying Notice of Special Meeting
of Shareholders, unless instructions to the contrary are marked thereon,
and in the discretion of the proxy holders as to the transaction of any
other business that may properly come before the Meeting. Any shareholder
who has given a proxy has the right to revoke it at any time prior to its
exercise either by attending the Meeting and voting his or her shares in
person or by submitting a letter of revocation or a later-dated proxy to
the Fund at the above address prior to the date of the Meeting.
If sufficient votes to approve any of the proposed items are not
received (and regardless of whether or not a quorum exists at the meeting),
the persons named as proxies may propose one or more adjournments of such
Meeting to permit further solicitation of proxies. A shareholder vote may
be taken on one or more of the proposals prior to such adjournment if
sufficient votes have been received and it is otherwise appropriate. Any
such adjournment will require the affirmative vote of a majority of those
shares present at the Meeting in person or by proxy and the persons named
as proxies will vote those proxies which they are entitled to vote FOR or
AGAINST any such proposal in their discretion.
The close of business on March 24, 1999 has been fixed as the
record date for the determination of shareholders entitled to notice of and
to vote at the Meeting and all adjournments thereof.
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 of the Fund outstanding.
To the knowledge of the management of the Fund, no person owns of
record or beneficially 5% or more of the shares of the Fund except that, as
of March 24, 1999, Charles Schwab & Co. owns approximately __% of the
outstanding shares of the Fund on behalf of its client and disclaims
beneficial ownership.
This Proxy Statement is first being mailed to shareholders on or
about April __, 1999.
PROPOSAL 1: TO CONSIDER AND ACT UPON ARTICLES OF AMENDMENT
TO THE FUND'S CHARTER TO PERMIT EACH SERIES
TO OFFER ADDITIONAL CLASSES OF SHARES
At present, shares of each Series may be purchased and redeemed at
net asset value without charge. Approval of Proposal 1 will not diminish
the ability of shareholders to purchase and redeem shares at net asset
value without charge. Rather, Proposal 1 is designed to permit the Fund to
offer additional classes of shares to new investors through additional
distribution channels. Mutual fund distributors are increasingly employing
a variety of different types and combinations of sales charge arrangements
targeted to the needs of particular types of investors. Management of the
Fund believes that the Fund should be structured to be in a position to
provide the distribution alternatives and investment flexibility provided
by other similarly situated funds that offer multiple classes of shares.
Management believes that approval of Proposal 1 will enhance the potential
for the Fund to attract additional investors in a manner that could provide
additional benefits for all investors in the Fund.
Over the past year, management of the Fund has examined various
distribution alternatives for the Fund. Following this analysis, and based
on a review of mutual fund distribution alternatives and discussions with
experts in mutual fund marketing, management recommended that the Board of
Directors consider obtaining shareholder authorization to convert each
Series of the Fund to a multiple-class structure authorized to offer
separate sub-series ("classes") of shares in each Series with different
distribution and service arrangements. On February 17, 1999, the Board of
Directors unanimously approved amendments to the Fund's Articles of
Incorporation (the "Charter") that will enable each Series of the Fund to
offer additional classes of shares. The Board of Directors also approved
the adoption of a plan on behalf of each Series pursuant to Rule 18f-3
under the Investment Company Act of 1940, as amended (the "1940 Act")
pursuant to which each Series may issue multiple classes of shares with
varying distribution and service arrangements.
Management of the Fund believes that the Fund and each Series may
benefit by having the flexibility to offer multiple classes of shares
within each Series and targeting niches within the load and no-load product
markets. Moreover, management believes that by having the flexibility to
offer multiple classes of shares, the Fund will be able to offer a wider
variety of exchange options between the Fund and other funds managed by
Gabelli Funds, LLC (the "Adviser") or an affiliate, at net asset value,
thereby increasing shareholders' investment flexibility. To the extent
multiple classes are implemented for a Series and such Series raises
additional assets, use of the multiple class system would likely result in
some reduction in annual expenses per share for that Series.
If Proposal 1 is approved, each Series will continue to offer its
existing class of shares as a no-load class with a continuing service fee
and the Fund will be in a position to begin offering (although it may
decide not to do so) one or more of the following new classes of shares
within each Series: Class A Shares subject to a front-end sales charge and
a continuing Rule 12b-1 distribution fee; Class B Shares subject to a
declining contingent deferred sales charge ("CDSC") until held for
eighty-four months, a continuing 12b-1 distribution fee and a continuing
service fee; and Class C Shares subject to a CDSC until held for
twenty-four months, a continuing Rule 12b-1 distribution fee and a service
fee. Class B Shares will convert to Class A Shares on the first business
day of the eighty-fifth calendar month following the calendar month in
which such shares were issued. The existing class of shares of each Series
will be redesignated as Class AAA without change in its rights and
privileges.
The proposed amendments to the Fund's Charter will, among other
things:
o Enable the Board of Directors to classify and reclassify authorized
but unissued shares of each Series of the Fund into multiple
classes with different sales charge and distribution financing
alternatives;
o Enable the Board of Directors to classify and reclassify authorized
but unissued shares of each Series of the Fund into multiple
classes and, in connection therewith, to permit the Board to
provide for the automatic conversion of one or more classes of each
Series into another class of that Series upon terms and conditions
established by the Board from time to time pursuant to the Charter
and set forth in the Fund's current registration statement at the
time of purchase;
o Permit the Board of Directors in the future to reclassify shares of
authorized but unissued stock into additional series and classes as
they deem appropriate and in the best interest of the Fund and its
shareholders;
A copy of the proposed amendments to the Fund's Charter is set
forth in Exhibit A.
Required Vote
Approval of Proposal 1 requires the affirmative vote of a majority
of the shares of the Fund outstanding as of the record date.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED"
DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL
1.
PROPOSAL 2: TO ELECT NINE DIRECTORS OF THE FUND
At the Meeting, nine Directors of the Fund are to be elected to
hold office until their successors are elected and qualified. Unless
authority is withheld, it is the intention of the persons named in the
proxy to vote the proxy FOR the election of the nominees named below. Each
nominee has indicated that he will serve if elected, but if any nominee
should be unable to serve, the proxy will be voted for any other person
determined by the persons named in the proxy in accordance with their
judgment. Each of the Directors of the Fund has served in that capacity
since the organizational meeting of the Fund, with the exception of John D.
Gabelli, who was appointed as a Director of the Fund on March __, 1999. The
address of each of the Directors is One Corporate Center, Rye, New York
10580.
Number and
Percentage
of Shares
Beneficially
Position with the Fund Owned** Directly
Name (Age) and Principal Occupation or Indirectly
Position During Past Five Years on __, 1999
- ------------------------ ----------------------------------- -----------------
Mario J. Gabelli* (56) Chairman of the Board and President _______***
President, Director and of the Fund since 1993; Chairman
Chief Investment Officer of the Board and Chief Executive
Officer of Gabelli Asset Management,
Inc. and Chief Investment Officer
of the Adviser, Gabelli Asset
Management Inc. and GAMCO Investors,
Inc.; Chairman of the Board and
Chief Executive Officer of
Lynch Corporation, a diversified
manufacturing and communications
services company, and Director of
East/West Communications, Inc.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
(11)(12)(15)
Felix J. Christiana (73) Formerly Senior Vice President of _______***
Director Dollar Dry Dock Savings Bank.
(1)(2)(3)(4)(5)(8)(10)(13)(15)
Anthony J. Colavita (64) President and Attorney at Law in the _______***
Director law firm of Anthony J. Colavita,
P.C. since 1961. (1)(2)(3)(4)(5)
(6)(7)(8)(9)(11)(12)(13)(14)
Vincent D. Enright (56) Former Senior Vice President and _______***
Director Chief Financial Officer of
KeySpan Energy Corporation.
(5)(6)(7)
John D. Gabelli (54) Senior Vice President of Gabelli & _______***
Director Company, Inc.; Director of Gabelli
Advisers, Inc. (5)(8)
Robert J. Morrissey (58) Partner in the law firm of Morrissey _______***
Director & Hawkins. (3)(5)
Karl Otto Pohl* (69) Member of the Shareholders Committee
Director of Sal Oppenheim Jr. and Cie.
(private investment bank);
Former President of the Deutsche
Bundesbank (Germany's Central Bank)
and Chairman of its Central
Bank Council (1980-1991); Currently
board member of Gabelli Asset
Management Inc., Zurich Verischerungs-
Gesellshaft (insurance),
TrizecHahn Corp. and the
International Council for JP Morgan
& Co. (1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
(11)(12)(13)
Anthony R. Pustorino, Professor of Accounting at Pace _______***
CPA (72) University (1965 - present).
Director Formerly President, consultant, and
shareholder, Pustorino Puglisi &
Co., certified public
accountants (1961 - 1989).
(1)(2)(3)(4)(5)(10)(11)(13)(15)
Anthonie C. Managing Director of Balmac _______***
van Ekris (63) International Ltd.; Director of
Director Stahal Hardmayer A.Z.
and Spinnaker Industries, Inc.
(1)(2)(4)(5)(6)(8)(9)(11)(12)(13)
- --------------------
* "Interested person" of the Fund, as defined in the 1940 Act. Mr.
Gabelli is an "interested person" of each fund as a result of his
employment as an officer of the fund and the Adviser. Mr. Gabelli is a
registered representative of an affiliated broker-dealer. Mr. Pohl is a
director of Gabelli Asset Management Inc., the indirect parent company of
the Adviser.
** For this purpose "beneficial ownership" is defined under Section
13(d) of the Securities Exchange Act of 1934, as amended. The information
as to beneficial ownership is based upon information furnished to the
Equity Trust by the Directors.
*** Less than 1%.
(1) Trustee of The Gabelli Asset Fund. (9) Director of Gabelli Gold Fund,
(2) Trustee of The Gabelli Growth Fund. Inc.
(3) Director of The Gabelli Value Fund (10) Director of The Gabelli Global
Inc. Multimedia Trust Inc.
(4) Director of The Gabelli Convertible (11) Director of Gabelli Capital
Securities Fund, Inc. Series Funds, Inc.
(5) Director of Gabelli Equity Series (12) Director of Gabelli
Funds, Inc. International Growth Fund, Inc.
(6) Trustee of The Gabelli Money Market (13) Director of the Treasurer's
Funds Fund,Inc.
(7) Director of Gabelli Investor Funds, (14) Trustee of the Gabelli Westwood
Inc. Funds
(8) Director of Gabelli Global (15) Director of The Gabelli Equity
Series Funds, Inc. Trust Inc.
The Fund pays each Director not affiliated with the Adviser
or its affiliates, a fee of $1,500 per year plus $500 per meeting attended
in person and by telephone, together with the Director's actual
out-of-pocket expenses relating to attendance at meetings. The aggregate
remuneration paid by the Fund to such Directors during the fiscal year
ended December 31, 1998, amounted to $17,500. Committee members receive
$500 per meeting.
During the year ended December 31, 1998, the Directors of
the Fund met five times. Each Director then serving in such capacity
attended at least 75% of the meetings of Directors and of any Committee of
which he is a member. Messrs. Christiana, Colavita and Roeder serve on the
Fund's Audit Committee and these Directors are not "interested persons" of
the Fund as defined in the 1940 Act. The Audit Committee is responsible for
recommending the selection of the Fund's independent accountants and
reviewing all audit as well as non-audit accounting services performed for
the Fund. During the fiscal year ended December 31, 1998, the Audit
Committee met two times.
The Directors serving on the Fund's Nominating Committee are
Messrs. Colavita (Chairman) and Christiana. The Nominating Committee is
responsible for recommending qualified candidates to the Board in the event
that a position is vacated or created. The Nominating Committee would
consider recommendations by shareholders if a vacancy were to exist. Such
recommendations should be forwarded to the Secretary of the Fund. The
Nominating Committee did not meet during the fiscal year ended December 31,
1998. The Fund does not have a standing compensation committee.
The following table sets forth certain information regarding
the compensation of the Fund's Directors. Each officer of the Fund is also
employed by the Adviser and receives no additional compensation or expense
reimbursement from the Fund.
Compensation Table
for the Fiscal Year Ended December 31, 1998
-------------------------------------------
Total Compensation from
Aggregate the Fund and
Name of Person and Compensation Fund Complex
Position from the Fund Paid to Directors*
- ------------------------ -------------- ------------------------
Mario J. Gabelli $0 $0(0)
President, Director and
Chief Investment Officer
John D. Gabelli $0 $0(0)
Director
Felix J. Christiana $10,000 $88,500(9)
Director
Anthony J. Colavita $10,000 $82,000(13)
Director
Vincent D. Enright $10,000 18,000(3)
Director
Robert J. Morrissey $9,000 24,500(2)
Director
Karl Otto Pohl $10,000 $102,466(15)
Director
Anthony R. Pustorino $10,000 $100,500(9)
Director
Anthonie C. van Ekris $10,000 $57,500(10)
Director
- ---------------
* Represents the total compensation paid to such persons during the
calendar year ended December 31, 1998 by investment companies (including
the Fund) from which such person receives compensation that are considered
part of the same fund complex as the Fund because they have common or
affiliated investment advisers. The number in parenthesis represents the
number of such investment companies.
Bruce N. Alpert, Vice President and Treasurer of the Fund and James
E. McKee, Secretary of the Fund are the only executive officers of the Fund
not included in the listing of Directors above. Mr. Alpert is 47 years old
and has served as an officer of the Fund since its inception. He currently
serves as Vice President and Chief Operating Officer of the Adviser, as an
officer of each mutual fund managed by the Adviser and its affiliates. Mr.
McKee is 36 years old and has served as Secretary of the Fund since August,
1995. He has served as Vice President, General Counsel and Secretary of
Gabelli Asset Management Inc. since February, 1999 and of the Adviser since
August, 1995. Mr. McKee also serves as Secretary for each mutual fund
managed by the Adviser and its affiliates. The business address of each of
these officers is One Corporate Center, Rye, New York 10580-1434.
Required Vote
The affirmative vote of holders of a plurality of the shares of
the Fund present at the Meeting is required to elect each of the Directors
named above.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED"
DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL
2.
PROPOSAL 3: TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE FUND
FOR ITS FISCAL YEAR ENDING DECEMBER 31, 1999
The Board of Directors, including a majority of the Directors who
are not "interested persons" of the Fund, at a meeting called for that
purpose, has selected the firm of Ernst & Young LLP, 787 Seventh Avenue,
New York, New York, 10019 to serve as independent accountants for the
Fund's fiscal year ending December 31, 1999. The Fund knows of no direct or
indirect financial interest of such firm in the Fund. Ernst & Young LLP has
advised the Fund that it is independent with respect to the Fund in
accordance with the applicable requirements of the American Institute of
Certified Public Accountants and the Securities and Exchange Commission.
Representatives of Ernst & Young LLP will attend the Meeting to
answer appropriate questions only if such questions are submitted to the
management of the Fund prior to the Meeting.
Required Vote
Approval of Proposal 3 requires the affirmative vote of a majority
of the shares of the Fund present at the Meeting.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 3.
The Investment Adviser
Gabelli Funds, LLC, a newly-formed New York limited liability
company and successor to Gabelli Funds, Inc., acts as investment adviser to
the Fund. The business address for the Adviser is One Corporate Center,
Rye, New York 10580-1434.
Broker Non-Votes and Abstentions
The presence at the Meeting, in person or by proxy, of shareholders
entitled to cast a majority of all votes entitled to be cast at the Meeting
is necessary to constitute a quorum for the Meeting. Shareholders of record
who are present at the Meeting, in person or by proxy, and those who
abstain, including brokers holding shares of record for customers who cause
abstentions to be recorded at the Meeting, are considered shareholders who
are present and entitled to vote and are counted for purposes of
determining if a quorum exists.
Brokers holding shares of record for customers generally are not
entitled to vote on certain matters, such as the Proposal 1, unless they
receive voting instructions from their customers. The shares for which
brokers have not received voting instructions from the beneficial owner are
generally referred to as "uninstructed shares." As used herein, "broker
non-votes" means the votes that could have been cast on the matter in
question by brokers with respect to uninstructed shares if the brokers had
received their customers' instructions. The Fund will apply the principles
set forth below with respect to broker non-votes.
Quorum Requirements: Broker non-votes will not be counted for
purposes of determining whether a quorum exists. The existence of a quorum
will be determined based upon the number of shares held by shareholders
present in person plus the largest number of shares represented by proxies
in which votes have been cast or as to which authority to vote has not be
withheld on any proposal. Accordingly, if a broker has exercised
discretionary authority with respect to a proposal or has not withheld
authority to vote on a proposal, those shares may be counted as votes
entitled to be cast at the Meeting for quorum purposes and the number of
shares entitled to be voted for quorum purposes will not be reduced by
broker non-votes on a different proposal.
Proposal 1: To be adopted, the Articles of Amendment must receive
the affirmative vote of holders of at least a majority of the Fund's
outstanding shares voting as a single class, regardless of whether the
holders are present in person or by proxy at the Meeting. Uninstructed
shares may not be voted on this mater, and abstentions and broker non-votes
will have the effect of votes against the Articles of Amendment.
Proposal 2: Directors are elected by a plurality, and the nine (9)
nominees who receive the most votes cast at the Meeting will be elected.
Accordingly, abstentions and broker non-votes will not be taken into
account in determining the outcome of the election.
Proposal 3: To be approved, this matter must receive the
affirmative vote of the majority of votes cast with respect to this matter
at the Meeting. Therefore, abstentions and broker non-votes will not be
counted in determining the outcome.
Shareholders of the Fund will be informed of the voting results of
the Meeting in the Fund's Semi-Annual Report for the period ended June 30,
1999.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors do not intend to present any other business at the
Meeting, nor are they aware that any shareholder intends to do so. If,
however, any other matters are properly brought before the Meeting, the
persons named in the accompanying form of proxy will vote thereon in
accordance with their judgment.
SHAREHOLDER PROPOSALS
The Fund does not hold regular annual meetings. Any shareholder of
the Fund desiring to present a proposal for inclusion in the Fund's proxy
statement and proxy relating to the Fund's next meeting of shareholders
should submit such proposal to the Fund.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
For Against Abstain
|_| |_| |_|
1) To consider and act upon
GABELLI EQUITY Articles of Amendment to
SERIES FUNDS, INC the Fund's Charter to permit
each Series to offer additional
classes of shares
For Withhold For all
All Authority Except
|_| |_| |_|
2) To elect nine (9) Directors
of the Fund: Mario J. Gabelli,
Felix J. Christiana, Anthony J.
Colavita, Vincent D. Enright,
John D. Gabelli, Robert J.
Morrissey, Karl Otto Pohl,
Anthony R. Pustorino and
Anthonie C. van Ekris; and
Note: If you do not wish your shares voted "For" a
a particular nominee(s), mark the "For All Except"
box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the
remaining nominee(s)
For Against Abstain
|_| |_| |_|
3) To ratify the selection of
Ernst & Young LLP as the
independent accountants of
the Fund for the year ending
December 31, 1999; and
For Against Abstain
|_| |_| |_|
4) To transact such other business
as may properly come before the
Meeting or any adjournment thereof.
|-------------------------|
Please be sure to sign and | Date |
date this | |
Proxy. | |
- -----------------------------------------------------|
|
|
Shareholder sign here Co-owner sign here |
- -----------------------------------------------------|
Mark box at right if comments |_|
or address changes have been noted
on the reverse side of this card.
DETACH CARD
GABELLI EQUITY SERIES FUNDS, INC.
Dear Shareholder:
Please take note of the important information enclosed with this Proxy
Ballot. The enclosed proxy materials discuss the proposals in detail.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall
be voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Special Meeting of Shareholders,
May 18, 1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Gabelli Equity Series Funds, Inc.
Gabelli Equity Series Funds, Inc.
This proxy is solicited on behalf of the Directors
The undersigned hereby appoints Mario J. Gabelli, Bruce N. Alpert, and
James E. McKee, and each of them, attorneys and proxies of the undersigned,
with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of Gabelli
Equity Series Funds, Inc. (the "Fund") which the undersigned is entitled to
vote at a Special Meeting of Shareholders of the Fund to be held at the
Greenwich Hyatt Regency, 1800 East Putnam Avenue, Greenwich, Connecticut
06870, on May 18, 1999 at 10:00 a.m. (eastern standard time), and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the
Notice of Special Meeting of Shareholders and Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated
herein, in their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Meeting.
A majority of the proxies present, and acting at the Meeting in person or
by substitute (or, if only one shall be so present, then that one) shall
have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by
the undersigned shareholder. If no direction is made as to any Proposal,
this proxy will be voted FOR the Proposal. Please refer to the Proxy
Statement for a discussion of each of the Proposals.
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PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE
Please sign this proxy exactly as your name appears on the books of the
Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or
here title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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Exhibit A
ARTICLES OF AMENDMENT
OF
GABELLI EQUITY SERIES FUNDS, INC.
Gabelli Equity Series Funds, Inc., a Maryland corporation, having its
principal office at One Corporate Center, Rye, New York 10580 (the
"Corporation"), certifies as follows:
FIRST: The Articles of Incorporation of the Corporation (the
"Articles of Incorporation") are hereby amended by deleting Article V
thereof and inserting in its place the following:
ARTICLE V
CAPITAL STOCK
(1) The total number of shares of stock of all classes which the
Corporation shall have authority to issue is One Billion (1,000,000,000)
all of which stock shall have a par value of one-tenth of one cent ($.001)
per share. The aggregate par value of all authorized shares of stock of
the Corporation is One Million Dollars ($1,000,000).
(2) (a) The Board of Directors of the Corporation is authorized
to classify or to reclassify (and to designate one or more classes of
capital stock and one or more sub-series of a class or classes of capital
stock) from time to time, any unissued shares of stock of the Corporation,
whether now or hereafter authorized, by setting, changing or eliminating
the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, and qualifications or terms and conditions of
or rights to require redemption of the stock and, pursuant to such
classification or reclassification, to increase or decrease the number of
authorized shares of any class or sub-series thereof, but the number of
shares of any class or sub-series shall not be reduced by the Board of
Directors below the number of shares thereof then outstanding. Without
limiting the generality of the foregoing, the Board of Directors may
designate from time to time any unissued shares of stock of the Corporation
as a class representing interests in the same portfolio of assets or one or
more sub-series of a class which shall represent interests in the same
portfolio of assets attributable to such class. The Board of Directors may
also establish in Articles Supplementary creating a class and/or a sub-
series of a class different conversion, redemption and other rights for a
class or among or with respect to different sub-series of a class
(including sub-series of the classes classified, designated and authorized
herein) and may establish such other powers, preferences, restrictions,
limitations, qualifications and terms and conditions for any class or sub-
series of a class (including sub-series of the classes classified,
designated and authorized herein) as shall not be inconsistent with the
requirements of the 1940 Act or any rule thereunder respecting multiple
classes or sub-series of stock of a corporation registered as an open-end
management investment company under the 1940 Act or any order of the
Securities and Exchange Commission applicable to the Corporation.
(b) Without limiting the generality of the foregoing, the
dividends and distributions of investment income and capital gains with
respect to the stock of the Corporation, and with respect to each class or
sub-series that hereafter may be created, shall be in such amount as may be
declared from time to time by the Board of Directors, and such dividends
and distributions may vary from class to class and may vary among sub-
series of a class to such extent and for such purposes as the Board of
Directors may deem appropriate, including, but not limited to, the purpose
of complying with requirements of regulatory or legislative authorities.
(c) Without limiting the generality of the foregoing, the Board
of Directors may designate, from time to time, any unissued shares of
stock of the Corporation, whether now or hereafter authorized, as a class
or classes of preferred or special stock that is excluded from the
definition of "senior security" set forth in section 18(g) of the 1940 Act
(or in any successor statute) or as one or more sub-series of any such
class.
(3) Until such time as the Board of Directors shall provide
otherwise pursuant to the authority granted in section (2) of this Article
V, 500,000,000 shares of the authorized shares of the Corporation are
designated and classified as The Gabelli Small Cap Growth Fund Stock
("Small Cap Stock") and 500,000,000 shares of the authorized shares of the
Corporation are designated and classified as The Gabelli Equity Income Fund
Stock ("Equity Income Stock"). Until such time as the Board of Directors
may provide otherwise in Articles Supplementary creating a new class or
sub-series of capital stock of the Corporation (including new sub-series of
the Small Cap Stock and the Equity Income Stock) all classes of the
Corporation's capital stock and any sub-series thereof and the respective
holders thereof shall have the same preferences, conversion and other
rights, voting powers, restrictions, limitations as to distributions,
qualifications and terms and conditions of and rights to require redemption
and shall be subject to the following provisions.
(a) As more fully set forth hereinafter, the assets and
liabilities and the income and expenses of each class (and, if sub-series
of a class have been issued, each such sub-series) of the Corporation's
stock shall be determined separately and, accordingly, the net asset value,
the distributions payable to holders, and the amounts distributable in the
event of dissolution of the Corporation to holders, of shares of the
Corporation's stock may vary from class to class and sub-series to sub-
series.
(b) All consideration received by the Corporation for the issue
or sale of shares of a class of the Corporation's stock, together with all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, and any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be (collectively referred to as "assets belonging to" that
class), shall irrevocably belong to that class for all purposes, subject
only to the rights of creditors, and shall be so recorded upon the books of
account of the Corporation. For purposes of the preceding sentence, the
assets of any corporation or business trust merged with and into the
Corporation pursuant to a merger in which the Corporation is the surviving
corporation shall be deemed to be assets belonging to that class of the
Corporation's stock the shares of that class or sub-series thereof are
issued by the Corporation pursuant to the merger. Except to the extent
shares of a sub-series of a class are to be charged with certain
liabilities and expenses in a manner different from other sub-series of
that class, each share of a class shall have equal rights with each other
share of that class with respect to the assets of the Corporation belonging
to that class.
(c) For purposes of determining the net asset value per share of
stock of a class, the assets belonging to each class of the Corporation's
stock shall be charged with the liabilities of the Corporation with respect
to that class and with that class' share of the liabilities of the
Corporation not attributable to any particular class, in the latter case in
the proportion that the net asset value of that class (determined without
regard to such liabilities) bears to the net asset value of all classes of
the Corporation's stock (determined without regard to such liabilities) as
determined by or in accordance with procedures adopted by the Board of
Directors from time to time. In cases where a class of capital stock has
more than one sub-series, for purposes of determining the net asset value
per share of each sub-series, each sub-series of the class shall be further
charged with liabilities that are allocable to such sub-series (including,
without limitation, liabilities relating to distribution charges or service
charges payable pursuant to a plan of distribution or multi-class plan
adopted by or applicable to such sub-series in accordance with the 1940 Act
or any rule or order of the Securities and Exchange Commission thereunder)
as determined by and in accordance with procedures adopted by the Board of
Directors from time to time. The determination of the Board of Directors
shall be conclusive as to the allocation of liabilities, including accrued
expenses and reserves, and assets to a particular class or classes or sub-
series of any such class. The liabilities of any corporation or business
trust merged with and into the Corporation pursuant to a merger in which
the Corporation is the surviving corporation shall be charged to that class
(and, if applicable, sub-series) of the Corporation's stock the shares of
which are issued by the Corporation pursuant to the merger.
(d) Each holder of stock of the Corporation, upon request to the
Corporation (accompanied by surrender of the appropriate stock certificate
or certificates in proper form for transfer, if any certificates have been
issued to represent such shares) shall be entitled to require the
Corporation to redeem, to the extent that the Corporation may lawfully
effect such redemption under the laws of the State of Maryland and the
federal securities laws but subject to any right of the Corporation to
postpone or suspend such right of redemption pursuant to the federal
securities laws, all or any part of the shares of stock standing in the
name of such holder on the books of the Corporation at a price per share
equal to the net asset value per share.
(e) Payment by the Corporation for shares of stock of the
Corporation surrendered to it for redemption shall be made by the
Corporation within seven business days of such surrender out of the funds
legally available therefor, provided that the Corporation may suspend the
right of the holders of stock of the Corporation to redeem shares of stock
and may postpone the right of such holders to receive payment for any
shares when permitted or required to do so by applicable statutes or
regulations. Payment of the aggregate price of shares surrendered for
redemption may be made in cash or, at the option of the Corporation, wholly
or partly in such portfolio securities or other assets of the Corporation
as the Corporation shall select.
(f) The right of any holder of stock of the Corporation redeemed
by the Corporation as provided in subsection (d) of this section (3) to
receive dividends thereon and all other rights of such holder with respect
to such shares shall terminate at the time as of which the purchase or
redemption price of such shares is determined, except the right of such
holder to receive (i) the redemption price of such shares from the
Corporation or its designated agent and (ii) any dividend or distribution
to which such holder had previously become entitled as the record holder of
such shares on the record date for such dividend or distribution.
(g) The Corporation shall have the power to redeem shares of any
class or sub-series at a redemption price determined in accordance with
subsection (d) of this section (3) if at any time the total investment in
such account does not have a net asset value of at least $2,500. In the
event the Corporation determines to exercise its power to redeem shares
provided in this subsection (g), the holder shall be notified that the
value of his account is less than the applicable minimum amount and shall
be allowed 30 days to make an appropriate investment before such mandatory
redemption is processed.
(h) The Corporation shall be entitled to purchase shares of its
stock, to the extent that the Corporation may lawfully effect such purchase
under the laws of the State of Maryland, upon such terms and conditions and
for such consideration as the Board of Directors shall deem advisable, at a
price not exceeding the net asset value per share.
(i) The net asset value of each share of each class or sub-
series of such class of the Corporation's stock issued and sold or redeemed
or purchased at net asset value shall be the current net asset value per
share of the shares of that class or sub-series as determined by or in
accordance with procedures adopted by the Board of Directors from time to
time which comply with the 1940 Act with such current net asset value to be
based on the assets belonging to each such class less the liabilities
charged to each such class and, in the case of any such sub-series, the
liabilities charged to such sub-series.
(j) In the absence of any specification as to the purpose for
which shares of stock of the Corporation are redeemed or purchased by it,
all shares so redeemed or purchased shall be deemed to be retired in the
sense contemplated by the laws of the State of Maryland and the number of
the authorized shares of stock of the Corporation shall not be reduced by
the number of any shares redeemed or purchased by it. Until their
classification is changed in accordance with section (2) of this Article V,
all shares so redeemed or purchased shall continue to belong to the same
class and sub-series to which they belonged at the time of their redemption
or purchase.
(k) Shares of each class and sub-series of stock shall be
entitled to such dividends or distributions, in stock or in cash or both,
as may be declared from time to time by the Board of Directors, acting in
its sole discretion, with respect to such class or sub-series, as the case
may be; provided, that dividends or distributions shall be paid on shares
of a class or a sub-series of such class of stock only out of lawfully
available assets belonging to that class. The dividends and distributions
per share of a class or sub-series thereof may vary with respect to the
shares of each other class or sub-series.
(l) In the event of the liquidation or dissolution of the
Corporation, the stockholders of a class of the Corporation's stock shall
be entitled to receive, as a class, out of the assets of the Corporation
available for distribution to stockholders, the assets belonging to that
class after allocation and payment or setting aside of assets sufficient to
pay all liabilities allocable to that class and the various sub-series
thereof. In the event that there are any assets available for distribution
that are not attributable to any particular class of stock, such assets
shall be allocated to all classes in proportion to the net assets of the
respective classes. The assets so distributable to the stockholders of a
class shall be distributed among such stockholders in proportion to the net
asset value of the number of shares of that class held by them and recorded
on the books of the Corporation.
(m) On each matter submitted to a vote of the stockholders for
approval, each holder of a share of stock shall be entitled to one vote for
each such share standing in his name on the books of the Corporation
irrespective of the class or sub-series thereof, and all shares of all
classes or sub-series shall vote as a single class ("Single Class Voting");
provided, however, that (a) as to any matter with respect to which a
separate vote of any class or sub-series is required by the 1940 Act
(including the rules and regulations thereunder) or by the Maryland General
Corporation Law, such requirement as to a separate vote by that class or
sub-series shall apply in lieu of Single Class Voting as described above;
(b) in the event that the separate vote requirements referred to in (a)
above apply with respect to one or more classes or sub-series, then,
subject to (c) below, the shares of all other classes or sub-series shall
vote as a single class or sub-series; and (c) as to any matter which does
not affect the interest of all classes or sub-series, only the holders of
shares of the one or more affected classes or sub-series shall be entitled
to vote.
(n) The Corporation may issue shares of stock in fractional
denominations to the same extent as its whole shares, and shares in
fractional denominations shall be shares of stock having proportionately
to the respective fractions represented thereby all the rights of whole
shares, including without limitation, the right to vote, the right to
receive dividends and distributions, and the right to participate upon
liquidation of the Corporation, but excluding the right to receive a stock
certificate representing fractional shares.
(4) All persons who shall acquire stock or other securities of
the Corporation shall acquire the same subject to the provisions of these
Articles of Incorporation, as from time to time amended.
SECOND: The total number of shares of stock of all classes which the
Corporation had authority to issue immediately before the amendment set
forth in Article FIRST hereof was 1,000,000,000 shares of capital stock
with a par value of $.001 per share and an aggregate par value of
$1,000,000. Such shares of capital stock were designated as follows:
500,000,000 of the authorized shares of stock were designated as Small Cap
Stock and 500,000,000 of the authorized shares were designated as Equity
Income Stock.
THIRD: The total number of shares of stock of all classes the
Corporation has authority to issue, as amended, is 1,000,000,000 shares of
stock, with a par value of $.001 per share and an aggregate par value of
$1,000,000. Until such time as the Board of Directors shall provide
otherwise pursuant to the authority granted in Section (1) of the amended
Article V of the Articles of Incorporation as set forth in Article FIRST
hereof, 500,000,000 of the authorized shares of stock shall constitute a
separate class designated as Small Cap Stock and 500,000,000 of the
authorized shares shall constitute a separate class designated as Equity
Income Stock.
FOURTH: A description, as amended, of each class of the Corporation's
stock with the preferences, conversion and other rights, voting powers,
limitations as to dividends, qualifications, terms and conditions of
redemption and other characteristics is set forth in Article FIRST hereof.
FIFTH: (a) All of the Corporation's currently issued and
outstanding shares of Small Cap Stock are hereby reclassified and
designated as shares of "The Gabelli Small Cap Growth Fund Class AAA Stock"
(the "Small Cap Class AAA Stock") and shall be deemed to be a sub-series of
the shares of the Corporation's class designated as Small Cap Stock,
established and designated pursuant to the amendment made to Article V of
the Articles of Incorporation as set forth in Article FIRST hereof. All of
the Corporation's currently issued and outstanding shares of Entertainment
Stock are hereby reclassified as shares of "The Gabelli Equity Income Fund
Class AAA Stock" (the "Equity Income Class AAA Stock") and shall be deemed
to be a sub-series of the shares of the Corporation's class designated as
Equity Income Stock, established and designated pursuant to the amendment
made to Article V of the Articles of Incorporation as set forth in Article
FIRST hereof.
(b) All of the shares of each of the sub-series of the
Corporation's stock established pursuant to sub-paragraph (a) of this
Article FIFTH shall, subject to the terms and conditions of the Articles of
Incorporation as amended pursuant to the amendment made to ARTICLE V of the
Articles of Incorporation as set forth in Article FIRST hereof, represent
proportionate interests in the portfolio of investments attributable to
their respective class.
SIXTH: This amendment was approved by a majority of the Corporation's
Board of Directors and by the affirmative vote of holders of a majority of
the outstanding shares of the Corporation's capital stock currently
outstanding at a special meeting of the Corporation's stockholders duly
convened on May 18, 1999, all in accordance with the Maryland General
Corporation Law and the Charter and By-Laws of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name and on its behalf on this ___day of
______by its Vice President and Treasurer, who acknowledges that these
Articles of Amendment are the act of Gabelli Equity Series Funds Inc. and
that to the best of his knowledge, information and belief and under
penalties for perjury, all matters and facts contained herein are true in
all material respects,
ATTEST: GABELLI EQUITY SERIES FUNDS, INC.
_________________________ By: ____________________________(SEAL)
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
