March 9, 1995
ATTN: FILER SUPPORT
U.S. Securities and Exchange Commission
6432 General Green Way
Alexandria, VA 22312
Re: The Value Line Adjustable Rate
U.S. Government Securities Fund, Inc.
Gentlemen:
Attached pursuant to Rule 14a-6(b) of the Securities Exchange
Act of 1934 is the Notice of Annual Meeting and Proxy Statement to
be used in connection with the Annual Meeting of Shareholders of
the above-mentioned fund. A check in the amount of $125
representing the appropriate filing fee was sent to Mellon Bank
Lockbox (SEC Account # 910-8739). This electronic filing is a
follow-up to the paper copy previously submitted.
Very truly yours,
Peter D. Lowenstein
Legal Counsel
THE VALUE LINE ADJUSTABLE RATE
U.S. GOVERNMENT SECURITIES FUND, INC.
220 East 42nd Street
New York, NY 10017
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on April 6, 1995
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of The Value Line Adjustable Rate U.S. Government
Securities Fund, Inc. (the "Fund"), a Maryland corporation, will be
held at the Office of the Fund, 220 East 42nd Street, 6th Floor,
New York, New York on April 6, 1995 at 10:00 a.m. for the following
purposes:
1. To elect directors of the Fund to serve until their
successors are duly elected and qualified.
2. To transact such other business which may properly come
before the Meeting or any adjournment or adjournments
thereof.
Only Shareholders of record at the close of business on
February 13, 1995 are entitled to receive notice of and to vote at
the Meeting or any adjournment thereof.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND IN PERSON ARE URGED TO SIGN AND RETURN
WITHOUT DELAY THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE, SO THAT THEIR SHARES MAY BE REPRESENTED AT
THIS MEETING.
By order of the President
David T. Henigson
Secretary
March 10, 1995
THE VALUE LINE ADJUSTABLE RATE U.S. GOVERNMENT
SECURITIES FUND, INC.
220 East 42nd Street
New York, NY 10017
(212) 907-1500
(800) 223-0818
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the management of The Value Line
Adjustable Rate U.S. Government Securities Fund, Inc. (the "Fund")
to be used at a Special Meeting of Shareholders of the Fund to be
held on April 6, 1995, and at any subsequent time which may be made
necessary by the adjournment thereof. Shareholders who execute
proxies retain the right to revoke them at any time insofar as they
have not been exercised, and any shareholder attending the meeting
may vote in person whether or not he has previously filed a proxy.
A proxy may be revoked by the subsequent execution and submission
of a revised proxy, by written notice of revocation to the
Secretary of the Fund, or by voting in person at the meeting. The
approximate mailing date of this Notice of Meeting and Proxy
Statement is March 10, 1995. The Fund will furnish, without
charge, a copy of the annual report and the most recent semi-annual
report to a shareholder upon request to the Fund at the address or
telephone numbers above.
As of the close of business on February 13, 1995 there were
2,560,749 shares of Common Stock of the Fund outstanding. Each
full share is entitled to one vote; fractional shares are entitled
to a proportionate fractional vote. At February 13, 1995, Value
Line, Inc. (the "Adviser") and its parent, Arnold Bernhard &
Co.,Inc., owned 1,370,560 shares of the Fund's Common Stock
representing 54% of the outstanding shares.
ELECTION OF DIRECTORS
(Proposal No. 1)
Five directors are to be elected to office until the next Annual
Meeting and until their successors are elected and qualify. The
persons named in the accompanying proxy intend to vote such proxy
for the election of the persons named below, all of whom have
consented to serve and all of whom have served from the date of the
Fund's organization. If any nominee shall become unavailable for
reasons presently unknown, the proxy will be voted for a substitute
nominee or nominees designated by management and for the remaining
nominees so listed. Election of Directors requires the affirmative
vote of a majority of the shares represented at the meeting.
On October 8, 1993, the Charter of the Fund was forfeited by the
Maryland Department of Assessments and Taxation for failure to file
the necessary corporate personal property report. In December
1994, the Fund filed Articles of Revival pursuant to the Maryland
General Corporation Law which, under Maryland law, is conclusive
evidence of the revival of the Charter of the Fund. Maryland law
requires that after the Charter is revived, the President shall
call a meeting of the shareholders to elect a full Board of
Directors.
Shares
beneficially
owned as of
December 31,
Name Principal Occupation 1994
* Jean Bernhard Buttner Chairman of the Board, 1,364,988**
Age 60 Chief Executive Officer
of the Adviser, Value
Line Publishing, Inc.
and Arnold Bernhard
& Co., Inc.
John Chandler Consultant, Academic -
Age 71 Search Consultation
Service, Inc. since 1992;
Consultant, Korn/Ferry
International, 1990-1992.
Trustee Emeritus and Chairman
(1993-1994) of Duke University;
President Emeritus, Williams
College.
* Leo R. Futia Retired Chairman and Chief
Executive Officer of The -
Age 75 Guardian Life Insurance
Company of America and
Director since 1970. Director
(Trustee) of the Guardian Insurance
& Annuity Company, Inc.,
Guardian Investor Services
Corporation and the
Guardian-sponsored mutual
funds.
Charles E. Reed Retired. Formerly, Senior -
Age 79 Vice President of General
Electric Co.; Director
Emeritus of People's Bank,
Bridgeport, CT.
Paul Craig Roberts Distinguished Fellow, Cato -
Age 55 Institute, since 1993;
formerly, William E. Simon
Professor of Political
Economy, Center for Strategic
and International Studies;
Director, A. Schulman Inc.
(plastics) since 1992.
* Mrs. Buttner and Mr. Futia are "interested persons" as
defined in the Investment Company Act of 1940 (the "Company Act").
** These shares are owned by the Adviser and by Arnold
Bernhard & Co., Inc. ("AB&Co."). AB&Co. owns approximately 81% of
the outstanding shares of the Adviser's common stock. Jean
Bernhard Buttner owns a majority of the voting stock of AB&Co.
Mrs. Buttner is a director or trustee of the 14 other Value
Line Funds; each of the other nominees is a director or trustee of
12 other Value Line funds.
During 1994, there were four meetings of the Board of
Directors and two meetings of the Audit Committee. All Directors
attended all meetings of the Board and those committees of which
they are members during 1994. The Fund has an Audit Committee
composed of all members of the Board. The duties of this committee
include meeting annually with the Fund's independent public
accountants both to review the range of their activities and to
discuss the Fund's system of internal accounting controls.
Thereafter, this Committee reports to the Board its findings and
recommendations concerning internal accounting matters. The Fund
does not have a nominating or a compensation committee.
The following table sets forth information regarding
compensation of Directors by the Fund and by the Fund and the
twelve other Value Line Funds of which each of the Directors is a
director or trustee for the fiscal year ended October 31, 1994.
Directors who are officers or employees of the Adviser do not
receive any compensation from the Fund or any of the Value Line
funds.
Compensation Table
Fiscal Year Ended 10/31/94
Total
Pension or Estimated Compensation
Retirement Annual From Fund
Aggregate Benefits Benefits and Fund
Compensation Accrued As Part Upon Complex
Name of Person From Fund of Fund Expenses Retirement (13 Funds)
Jean B. Buttner $ -0- N/A N/A $ -0-
John Chandler 2,740 N/A N/A 35,620
Leo R. Futia 2,740 N/A N/A 35,620
Charles E. Reed 2,740 N/A N/A 35,620
Paul Craig Roberts 2,740 N/A N/A 35,620
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The officers of the Fund are as follows:
Principal Occupation
Name Position During Past 5 Years
Jean Bernhard Buttner President Chairman of the Board,
Age 60 President and Chief
Executive Officer of
the Adviser, Value
Line Publishing, Inc.
and Arnold Bernhard
& Co., Inc.
David T. Henigson Vice President, Compliance Officer
Age 37 Secretary and and since 1992,
Treasurer Vice President and
a Director of the
Adviser.
Charles Heebner Vice President Director of Fixed
Age 58 Income with the
Adviser since 1989.
John Risner Vice President Portfolio Manager with
Age 35 the Adviser since 1992;
Assistant Vice
President, Bankers
Trust Company, 1987-
1992.
NEXT MEETING OF SHAREHOLDERS
The Fund is not required and does not intend to hold annual or
other periodic meetings of shareholders except as required by the
Investment Company Act of 1940. The next meeting of the
shareholders of the Fund will be held at such time as the Board of
Directors may determine or at such time as may be legally required.
Any shareholder proposal intended to be presented at such meeting
must be received by the Fund at its office a reasonable time prior
to the meeting, as determined by the Board of Directors, to be
included in the Fund's proxy statement and form of proxy relating
to such meeting, and must satisfy all other legal requirements.
SOLICITATION OF PROXIES
The cost of solicitation, including the cost of printing,
assembling and mailing the proxy material, will be borne by the
Adviser.
