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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 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 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:
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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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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
SENTRY FUND, INC.
1800 North Point Drive - Stevens Point, Wisconsin 54481
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 15, 1998
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 15, 1998, at 10:00 a.m., CST. 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 24, 1997, 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 ACCOMPANYING PROXY CARD IN THE 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 2, 1998 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 a Mutual Company ("Sentry Insurance"), 1800 North Point Drive,
Stevens Point, Wisconsin, on Thursday, January 15, 1998, at 10:00 a.m., CST,
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, this
Proxy Statement, and the accompanying proxy card will be borne by the Fund.
Additional solicitations may be made by mail, personal interview or telephone
by Fund personnel, who will not be compensated therefor. The cost of any
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 24, 1997, 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 24, 1997, 4,961,556
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 2, 1998.The Fund's
annual report as of October 31, 1997, including financial statements, was
mailed to shareholders on or about December 30, 1997.
Maryland law permits registered investment companies to operate without an
annual meeting of shareholders under specified circumstances if an annual
meeting is not required by the Investment Company Act of 1940 (the "1940 Act").
At its December 4, 1997 meeting, the Board of Directors adopted the appropriate
provisions in the Fund's Bylaws and the Fund may, at its discretion, not hold
an annual meeting in any year in which the election of directors is not
required to be acted on by shareholders under the 1940 Act. The Fund
anticipates that following the annual meeting to be held on January 15, 1998,
it will generally not hold an annual meeting unless required by the 1940 Act.
In connection with the above change in policy, the Fund's Bylaws were amended,
to become effective upon the Fund's 1998 Annual Meeting, by the Board of
Directors at its December 4, 1997 meeting to provide for the elimination of the
Fund's staggered Board of Directors and for the election of all directors at
each annual meeting held for the purpose of electing directors and for such
directors to hold office until the next annual meeting. Since this change is to
become effective immediately following the 1998 Annual Meeting, the
shareholders will vote
3
<PAGE> 4
on those nominees that stand for election under the Fund's current Bylaws.
Those directors in office but not elected at the January 15, 1998, meeting
shall be deemed to be continuing in office until the next annual meeting.
COPIES OF THE FUND'S 1997 ANNUAL REPORT ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST BY WRITING TO THE SECRETARY OF THE FUND AT 1800 NORTH POINT DRIVE,
STEVENS POINT, WISCONSIN 54481, OR BY CALLING 1-800-533-7827.
PROPOSAL I: ELECTION OF DIRECTORS
Alfred C. Noel resigned from the Board of Directors effective November 1, 1997.
At its December 4, 1997 meeting, the Board of Directors elected William J. Lohr
to serve until the 1998 annual meeting of shareholders. Also at its meeting on
December 4, 1997, the Board of Directors recommended Thomas R. Copps and
William J. Lohr as nominees for election as directors at the shareholders
meeting, each to serve until the next annual meeting and until their successors
are elected and qualified.
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. Copps and Lohr, 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
- ----------------------------------------------------------------------------------------------
NOMINEES
<S> <C> <C> <C>
Thomas R. Copps Vice President - Public Relations of The 58 January
Copps Corp., primarily an owner and 1983
operator of grocery stores.
William J. Lohr* Vice President and Treasurer of Sentry 48 December
Treasurer Insurance since April 1997. Served as Vice 1997
President and Treasurer of Citizens Insurance
Company of America from 1981-1997.
</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. See "Principal Shareholders" for additional information.
4
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<TABLE>
<CAPTION>
NAME, PRINCIPAL OCCUPATIONS
OTHER POSITION DURING THE PAST DIRECTOR
WITH FUND FIVE YEARS AGE SINCE
- ---------------------------------------------------------------------------------------------------
CONTINUING DIRECTORS
<S> <C> <C> <C>
David W. Graebel Chairman of the Board, Chief Executive 68 January
Officer and Director of Graebel Movers, 1983
Inc., a long-distance moving and storage
company, and its subsidiaries.
Dale R. Schuh* President and Chief Executive Officer of 49 August
Chairman of Sentry Insurance. Served as President and 1993
the Board Chief Operating Officer from November 1996
to December 1997, as Executive Vice
President and Chief Operating Officer from
November 1995 to November 1996, and as
Sr. Vice President from February 1992 to
November 1995, all with Sentry Insurance.
Steven J. Umland Vice President - Finance of Ministry 42 January
Healthcare, Inc., a hospital management 1995
service corporation.
</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. See "Principal Shareholders" for additional information.
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, 1997, 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, 1997.
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The following table shows certain information regarding beneficial ownership of
shares of the Fund as of December 1, 1997, by the directors, nominees, and
officers, and by all directors and officers as a group.
BENEFICIAL PERCENT
NAME OWNERSHIP (1) OF CLASS
Thomas R. Copps 51 *
Dale R. Schuh -
Steven J. Umland -
David W. Graebel -
William J. Lohr - *
Steven R. Boehlke -
William M. O'Reilly (2) *
John A. Stenger (3) *
Officers and Directors as a Group (4) *
*Less than 1 percent.
(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. Unless otherwise indicated below, each person has sole
investment and voting power.
(2) Includes 4,139 shares to which such person had sole investment but no
voting power, and 155 shares to which such person had shared investment and
voting power.
(3) Includes 4,504 shares to which such person had sole investment but no
voting power, 2,285 share to which such person had sole investment and
voting power and 10 shares to which such person had shared investment and
voting power.
(4) Includes 8,643 shares to which such persons had sole investment but no
voting power, 2,336 share to which such persons had sole investment and
voting power, and 165 shares to which such persons had shared investment
and voting power.
The Board of Directors has an Audit Committee comprised of Messrs. Graebel,
Copps and Umland who are not "interested persons" of the Fund. The Audit
Committee, which held one meeting during the 1997 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.
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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 54 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 62 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 43 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.
</TABLE>
Officers of the Fund are elected annually by the Board of Directors at its
first quarterly meeting of the year.
7
<PAGE> 8
PRINCIPAL SHAREHOLDERS
As of December 1, 1997, 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:
AMOUNT AND PERCENT OF
NAME AND NATURE OF OUTSTANDING
ADDRESS OWNERSHIP SHARES
- ---------------------------------------------------------------------------
Sentry Insurance a Mutual Company 1,038,268 shares 21%
1800 North Point Drive beneficially owned*
Stevens Point, WI 54481
Bank One Wisconsin 1,810,161 shares 37%
Trust Company, NA held and voted as
601 Main Street trustee under the
Stevens Point, WI 54481 Sentry 401(k) Plan*
*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
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 4, 1997. 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.
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 affiliated 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, 1997.
8
<PAGE> 9
THE UNDERWRITER
Sentry Equity Services, Inc. ("Sentry Equity"), 1800 North Point Drive,
Stevens Point, Wisconsin, has been the underwriter for the Fund since the
Fund's inception pursuant to an Underwriter Agreement most recently amended on
March 1, 1991.
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, Sentry Equity 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 4, 1997, 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 accountant 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 accountant to the the Adviser and Sentry Equity 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 accountant. 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, 1997, 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, 1997, 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 accountant. 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 accountant 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 accompanying form of proxy intend to vote on such matters in accordance
with their best judgment.
The Fund is not required to hold annual meetings of shareholders. Therefore, an
anticipated date of the next regular meeting cannot be provided. If a
shareholder has a proposal which the shareholder feels should be presented to
all shareholders, the shareholder should send the proposal in writing to the
Secretary of the Fund at 1800 North Point Drive, Stevens Point, WI 54481, or
by calling 1-800-533-7827. The proposal will be considered as appropriate at a
meeting of the Board of Directors as soon as practicable. Should it be a matter
which would have to be submitted to shareholders at an annual meeting, it will
be presented at the next special or regular meeting of shareholders. In
addition, should it be a matter which the Board of Directors deems of such
significance as to require a special meeting, such a meeting will be called.
January 2, 1998 By Order of the Board of
Directors
William M. O'Reilly
Secretary
<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 in the
business reply envelope before January 14, 1998.
ACCT. NO.:
SHARES:
SENTRY FUND, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 15, 1998
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AS OF RECORD DATE NOVEMBER 24, 1997
The undersigned hereby appoints Jane M. Laux, 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
15, 1998, 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 Thomas R. Copps and William J. Lohr as directors.
FOR THE TWO DIRECTORS WITHHOLD AUTHORITY
[ ] [ ]
EXCEPT VOTE WITHHELD AS TO TO VOTE FOR THE TWO
THE FOLLOWING NOMINEE (IF ANY) DIRECTORS
--------------------------------
2. Ratification of the selection of Coopers & Lybrand LLP. as independent
accountant 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 _________________________, 1998 ____________________
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. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE TWO DIRECTORS AND FOR PROPOSAL 2.
[SENTRY FUND, INC. LETTERHEAD]
