<PAGE> 1
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
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SENTRY FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l),
14a-6(i)(2), or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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:
-------------------------------------------------------
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:
-------------------------------------------------------
[ ] 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:
------------------------------------------------------------
<PAGE> 2
SENTRY FUND, INC.
1800 North Point Drive - Stevens Point, Wisconsin 54481
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 18, 1996
To the Shareholders of Sentry Fund, Inc.:
The annual meeting of the shareholders of Sentry Fund, Inc. (the
"Fund") will be held in the Board Room of Sentry Insurance, 1800 North Point
Drive, Stevens Point, Wisconsin, on Thursday, January 18, 1996, at 10:00 a.m.,
Central Standard Time. The meeting will be held for the following purposes:
(1) To elect two directors of the Fund;
(2) To ratify the selection by the Board of Directors of Coopers & Lybrand
L.L.P. as independent accountants of the Fund for the current fiscal
year; and
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders of record at the close of business on November 27, 1995,
will be entitled to notice of and to vote at the meeting, or any adjournments
thereof.
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN,
DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE SO THAT YOUR SHARES MAY BE VOTED AT THE MEETING.
Stevens Point, Wisconsin By Order of the Board of
Directors
William M. O'Reilly
January 3, 1996 Secretary
<PAGE> 3
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Sentry Fund, Inc. (the "Fund") for use
at the annual meeting of shareholders, to be held in the Board Room of Sentry
Insurance, 1800 North Point Drive, Stevens Point, Wisconsin, on Thursday,
January 18, 1996, at 10:00 a.m., Central Standard Time, and any adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders (the "Notice"). Proxies will be solicited primarily by
mail. The cost of preparing and mailing the Notice, the proxy statement, and
the accompanying proxy card will be borne by the Fund. Additional solicitations
may be made by mail, personal interview, telephone or telegraph by Fund
personnel, who will not be compensated therefor. The cost of any such
additional solicitation will be paid by the Fund. In addition, the Fund will
reimburse brokers and other nominees for their reasonable expenses in
communicating with the person(s) for whom they hold shares of the Fund.
Any person giving a proxy has power to revoke it at any time prior to its
exercise by delivering a later-dated proxy, by submitting a written revocation
notice to the Secretary of the Fund or by attending and voting at the meeting.
Each properly executed, unrevoked proxy received in time for the meeting will
be voted in accordance with the shareholder's designations on the proxy card
and as the proxies determine on such other business as may come before the
meeting or any adjournments thereof. If no designation is made, the proxy will
be voted FOR the election of the nominees for directors and FOR ratification of
Coopers & Lybrand L.L.P. as the Fund's independent accountants.
The Board of Directors has established November 27, 1995, as the record date
for the determination of shareholders entitled to notice of and to vote at the
annual meeting. As of the close of business on November 27, 1995, 5,189,298
shares of capital stock of the Fund were outstanding. Under the Fund's Bylaws,
a quorum is constituted by the presence in person or by proxy of a majority of
the Fund's outstanding shares on the record date. Each full share is entitled
to one (1) vote, and each fractional share is entitled to a corresponding
fractional vote on all matters presented at the meeting. Abstentions and broker
non-votes (i.e., proxies from brokers or nominees indicating that they have not
received instructions from the beneficial owners on an item for which the
brokers or nominees do not have discretionary power to vote) will be treated as
present for purposes of determining quorum, but are not counted as votes cast
on any matter. The Notice, this proxy statement, and the accompanying proxy
card were first mailed to shareholders on or about January 3, 1996. The Fund's
annual report as of October 31, 1995, including financial statements, was
mailed to shareholders on or about December 29, 1995.
COPIES OF THE FUND'S 1995 ANNUAL REPORT ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST BY WRITING TO THE FUND AT 1800 NORTH POINT DRIVE, STEVENS POINT,
WISCONSIN 54481, OR BY CALLING 1-800-533-7827.
3
<PAGE> 4
PROPOSAL I: ELECTION OF DIRECTORS
The Fund's Bylaws provide for a board of five directors divided into three
classes, each class to consist as nearly as possible of one-third of the
directors, with each class elected for a term of three years. The class for
which the term of office expires at the 1996 annual meeting consists of two
directors.
On December 17, 1995, the Board of Directors recommended the following nominees
for election as directors at the shareholders meeting: 1) Dale R. Schuh, and 2)
Steven J. Umland, each to serve an additional three-year term.
A majority of shares cast at the annual shareholders meeting shall elect the
directors. The nominees were selected by the Board of Directors, which does not
have a standing Nominating Committee.
Information concerning the nominees, Messrs. Umland and Schuh, and the
directors whose terms will continue after the meeting follows:
<TABLE>
<CAPTION>
NAME, PRINCIPAL OCCUPATIONS
OTHER POSITION DURING THE PAST DIRECTOR
WITH FUND FIVE YEARS AGE SINCE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dale R. Schuh* Executive Vice President and Chief 47 August
Chairman of Operating Officer, Sentry Insurance a 1993
the Board Mutual Company ("Sentry Insurance").
Served as Senior Vice President from
February 1992 to November 1995, and as
Vice President and Actuary, from August
1988 to February 1992, of Sentry Insurance.
Steven J. Umland Vice President-Finance of SSM Ministry 40 January
Corp., a hospital management service 1995
corporation. Served in various management
positions with Deloitte & Touche, a public
accounting firm, from 1978 to 1991.
</TABLE>
* An "interested person" as defined in the Investment Company Act of 1940, as
amended, due to the nominee's affiliation with Sentry Insurance and its
subsidiaries.
4
<PAGE> 5
<TABLE>
<CAPTION>
NAME, PRINCIPAL OCCUPATIONS
OTHER POSITION DURING THE PAST DIRECTOR TERM TO
WITH FUND FIVE YEARS AGE SINCE EXPIRE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CONTINUING DIRECTORS
Thomas R. Copps Vice President-Public Relations of The 56 January 1998
Copps Corp., primarily an owner and 1983
operator of grocery stores.
Wayne R. Ashenberg* Senior Vice President, Chief Financial 48 August 1997
Officer and Treasurer of Sentry Insurance. 1994
Served as Senior Vice President and
Actuary, Sentry Insurance, from November
1991 to december, 1993, and as Vice
President from November 1984 to October
1991.
David W. Graebel Chairman of the Board, Chief Executive 66 July 1997
Officer and Director of Graebel Movers, 1969
Inc., a long-distance moving and storage
company, and its subsidiaries.
</TABLE>
* An "interested person" as defined in the Investment Company Act of 1940, as
amended, due to the director's affiliation with Sentry Insurance and its
subsidiaries.
The nominees have agreed to serve if elected. If the nominees are not able to
serve because of unforeseen circumstances, it is the intention of the persons
named in the accompanying form of proxy to vote for such other person or
persons as the Board of Directors may recommend.
Officers of the Fund receive no compensation from the Fund for their services
as such. The Fund pays directors who are not "interested persons" of the Fund a
$250 quarterly fee and reimburses them for their expenses in attending
directors meetings. During the fiscal year ended October 31, 1995, the Fund
paid a total of $3,000 in fees and expenses to its directors. The Board of
Directors held a total of four meetings during the fiscal year ended October
31, 1995.
5
<PAGE> 6
The following table shows certain information regarding beneficial ownership of
shares of the Fund as of December 1, 1995, by the directors, nominees, and
officers, and by all directors and officers as a group.
<TABLE>
<CAPTION>
BENEFICIAL PERCENT
NAME OWNERSHIP (1) OF CLASS
<S> <C> <C>
Wayne R. Ashenberg 14,626 (2) *
Thomas R. Copps 45 *
David W. Graebel -
Dale R. Schuh -
Steven J. Umland -
_
Steven R. Boehlke
William M. O'Reilly 3,763 (3) *
John A. Stenger 5,286 (4) *
Thomas H. Weingarten 4,068 (5) *
Officers and Directors as a Group 27,788 (6) *
*Less than 1 percent.
</TABLE>
(1) Based on information obtained from directors and officers and determined
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934.
Accordingly, all of the Fund's shares over which such person, directly or
indirectly, had sole or shared voting or investment power have been
deemed beneficially owned.
(2) Includes 10,252 shares to which such person had sole investment but no
voting power, and 738 shares to which such person had shared investment
and voting power.
(3) Includes 3,628 shares to which such person had sole investment but no
voting power, and 135 shares to which such person had shared investment
and voting power.
(4) Includes 3,265 shares to which such person had sole investment but no
voting power, and 20 shares to which such person had shared investment
and voting power.
(5) Such person had sole investment but no voting power over all shares.
(6) Includes 21,213 shares to which such persons had sole investment but no
voting power, and 893 shares to which such persons had shared investment
and voting power.
The Board of Directors has an Audit Committee comprised of the directors who
are not "interested persons" of the Fund. The Audit Committee, which held one
meeting during the 1995 fiscal year, has the following principal
responsibilities: (1) recommending to the Board the engagement of independent
accountants; (2) reviewing the adequacy of the Fund's internal accounting
procedures and controls; (3) reviewing the results of the annual independent
audit of the Fund; and (4) reviewing the degree of independence of the Fund's
accountants. The Board of Directors does not have a standing Compensation
Committee.
6
<PAGE> 7
EXECUTIVE OFFICERS
Certain information concerning the executive officers of the Fund who are not
also directors is contained in the following table:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME DURING THE PAST OFFICER
AND OFFICE FIVE YEARS AGE SINCE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Steven R. Boehlke President and Chairman of the Board of Sentry 52 December
President Investment Management, Inc., the Fund's 1995
investment adviser, November 1991 to present, and
Vice President from April 1980 to 1991; Vice
President-Investments of Sentry Insurance,
November 1991 to present.
John A. Stenger President of Sentry Equity Services, Inc., the 60 May
Vice President Fund's underwriter, July 1994 to present; Vice 1982
President of Sentry Equity Services, Inc., May
1982 to June 1994.
William M. Vice President, General Counsel and Corporate 41 December
O'Reilly Secretary, January 1994 to present; Corporate 1992
Secretary Secretary and Associate General Counsel,
November 1992 to December 1993; and Associate
Counsel, January 1986 to October 1992; all
positions held with Sentry Insurance.
Thomas H. Treasurer, Sentry Equity Services, Inc. and Sentry 45 December
Weingarten Life Insurance Company of New York; Director, 1984
Treasurer Insurance Reporting and Analysis, Sentry
Insurance, since May 1988.
</TABLE>
Officers of the Fund are elected by the Board of Directors in February at its
meeting conducted after the annual shareholders meeting.
7
<PAGE> 8
PRINCIPAL SHAREHOLDERS
As of December 1, 1995, the only persons known to the Fund to own beneficially
more than 5% of the Fund's shares, within the definition contained in Rule
13d-3 under the Securities Exchange Act of 1934, were as follows:
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NAME AND NATURE OF OUTSTANDING
ADDRESS OWNERSHIP SHARES
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Dairyland Insurance Company 909,037 shares 18%
1800 North Point Drive beneficially owned*
Stevens Point, WI 54481
Sentry Life Insurance Company 402,887 shares 8%
(through its Separate Accounts) beneficially owned*
1800 North Point Drive
Stevens Point, WI 54481
Bank One Wisconsin 1,942,926 shares 38%
Trust Company, NA held and voted as
601 Main Street trustee under the
Stevens Point, WI 54481 Sentry 401(k) Plan*
</TABLE>
* It is anticipated that these shares will be voted in accordance with the Board
of Directors' recommendations.
Sentry Insurance, 1800 North Point Drive, Stevens Point, Wisconsin, is a
Wisconsin mutual insurance company. It owns all of the outstanding stock of
Dairyland Insurance Company; Sentry Life Insurance Company; Sentry Investment
Management, Inc., the Fund's investment adviser; and Sentry Equity Services,
Inc., the Fund's underwriter.
INVESTMENT ADVISER
The Fund's investments are managed by Sentry Investment Management, Inc. ("the
Adviser"), 1800 North Point Drive, Stevens Point, Wisconsin, pursuant to an
Investment Advisory Agreement ("the Agreement") dated and approved by the
shareholders on January 17, 1991, and continued by approval of the Board of
Directors at its meeting on December 7, 1995. Under the Agreement, the Adviser
manages and directs, subject to the control of the Fund's Board of Directors,
the investment and reinvestment of the Fund's assets. This includes determining
an investment program for the Fund and placing orders for the purchase and sale
of securities for the Fund's portfolio. Additionally, the Adviser provides
office space and facilities for the Fund's executive personnel.
None of the officers or directors of the Fund has any material direct or
indirect interest in the Adviser; the Fund's underwriter, Sentry Equity
Services, Inc.; or Sentry Insurance and its other controlled companies, except
as an officer or a director of Sentry Insurance or as an officer or a director
of one of its affiliates. In addition, none of the directors or nominees has
purchased or sold any securities of the Adviser during the fiscal year ended
October 31, 1995.
8
<PAGE> 9
THE UNDERWRITER
Sentry Equity Services, Inc. ("Sentry Equity"), 1800 North Point Drive,
Stevens Point, Wisconsin, a wholly-owned subsidiary of Sentry Insurance, has
been the Underwriter for the Fund since the Fund's inception pursuant to an
Underwriter Agreement most recently amended on March 1, 1991 ("the Underwriter
Agreement").
Sentry Equity also serves the Fund as Transfer Agent, Dividend Disbursing Agent
and Plan Agent under a separate Agency Agreement. In connection with these
services, the Underwriter has contracted with Sentry Insurance for the use of
its data processing staff and equipment.
PROPOSAL 2: RATIFICATION OF
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund on December 7, 1995, including a majority of
those directors who are not "interested persons" of the Fund, on
recommendation of the Audit Committee, selected Coopers & Lybrand L.L.P. as
independent accountants for the Fund's current fiscal year, subject to
ratification by the shareholders at the annual meeting. Coopers & Lybrand
L.L.P. also serves as accountants to the Fund's investment adviser and
underwriter and to the various Sentry Insurance companies affiliated with the
Fund. Neither Coopers & Lybrand L.L.P. nor any of its members has or had any
direct or indirect material financial interest in or any connection with the
Fund in any capacity other than as independent accountants. A representative of
Coopers & Lybrand L.L.P. is not expected to be present at the annual meeting of
shareholders.
During the fiscal year ended October 31, 1995, Coopers & Lybrand L.L.P.
performed the usual audit services involved in the examination of the Fund's
financial statements. Such audit services were furnished at customary rates or
terms and included examinations of the statement of assets and liabilities
including the portfolio of investment securities as of October 31, 1995, and
the related statements of operations, tests of the accounting records as
considered necessary, review of the system of internal accounting control, and
examination of the answers to specific items in the annual report of the Fund
to the Securities and Exchange Commission.
The affirmative vote of a majority of the shares voted is necessary to ratify
the selection of independent accountants. The Board of Directors, including
those who are not "interested persons" of the Fund, recommends that
shareholders vote FOR the ratification of the selection of Coopers & Lybrand
L.L.P. as independent accountants for the Fund.
9
<PAGE> 10
OTHER MATTERS AND SHAREHOLDER PROPOSALS
As of the date of this proxy statement, the Board of Directors knows of no
business to be brought before the meeting except as mentioned above. If,
however, any other matters properly come before the meeting, the persons named
in the enclosed form of proxy intend to vote on such matters in accordance with
their best judgment.
Any shareholder proposals to be considered for inclusion in the Fund's proxy
statement and form of proxy with respect to the 1997 annual shareholders
meeting must be received by the Secretary of the Fund no later than September
5, 1996.
January 3, 1996 By Order of the Board of
Directors
William M. O'Reilly
Secretary
10
<PAGE> 11
PLEASE VOTE THIS SENTRY FUND, INC. PROXY FORM . . . TODAY.
Your vote is important. Unless a majority of the outstanding shares are voted,
the Fund will have to postpone its annual meeting and incur the expenses of
additional solicitation. Please date and sign the proxy and return it promptly
in the business reply envelope.
ACCT. NO.:
SHARES:
SENTRY FUND, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 18, 1996
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AS OF RECORD DATE NOVEMBER 27, 1995
The undersigned hereby appoints Carol S. Duquette, Jennifer Williams and Lori
A. Schneider, each of them with power of substitution, proxies for and in the
name and place of the undersigned, to vote or act at the annual meeting of
shareholders of Sentry Fund, Inc. (the "Fund") to be held in the Board Room of
Sentry Insurance, 1800 North Point Drive, Stevens Point, Wisconsin, on January
18, 1996, at 10:00 a.m., Central Standard Time, or at any adjournment thereof,
upon the matters set forth in the notice of such meeting and the proxy
statement.
The Board of Directors recommends voting for the election of the two directors
and for Proposal 2.
1. Election of Dale R. Schuh and Steven J. Umland as directors.
FOR THE TWO DIRECTORS WITHHOLD AUTHORITY
[ ] [ ]
EXCEPT VOTE WITHHELD AS TO TO VOTE FOR THE TWO
THE FOLLOWING NOMINEES (IF ANY) DIRECTORS
------------------------------
2. Ratification of the selection of Coopers & Lybrand L.L.P. as independent
accountants for the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Signature(s)_________________________
DATED________________________, 1996 _________________________
Note: Please sign your name or names as printed above. Where stock is
registered in joint tenancy, all tenants should sign. Persons signing as
executors, administrators, trustees, etc. should so indicate.
THIS PROXY WILL BE VOTED AS SPECIFIED AND, IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE TWO DIRECTORS AND FOR PROPOSAL 2.
