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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:
[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 Section 240.14a-11(c) or Section 240.14a-12
TCW GALILEO 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
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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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Notes:
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TCW GALILEO FUNDS, INC.
TCW GALILEO LONG-TERM MORTGAGE BACKED SECURITIES FUND
865 SOUTH FIGUEROA STREET, 18TH FLOOR
LOS ANGELES, CALIFORNIA 90017
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special Meeting of Shareholders of the TCW
Galileo Long-Term Mortgage Backed Securities Fund of TCW Galileo Funds, Inc.
(the "Fund") will be held at the offices of the Fund on January 31, 1996 at
10:00 a.m. (Pacific time) for the following purpose:
1. To approve a modification to the Fund's investment objective.
2. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Shareholders of record as of the close of business on November 30, 1995 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
By order of the Board of Directors
Philip K. Holl
Secretary
PLEASE EXECUTE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, THUS ENABLING YOUR FUND TO AVOID UNNECESSARY EXPENSE AND
DELAY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. THE PROXY IS
REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
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TCW GALILEO FUNDS, INC.
TCW GALILEO LONG-TERM MORTGAGE BACKED SECURITIES FUND
865 SOUTH FIGUEROA STREET, SUITE 1800
LOS ANGELES, CALIFORNIA 90017
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 31, 1996
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of TCW Galileo Funds, Inc. ("Company") on
behalf of the TCW Galileo Long-Term Mortgage Backed Securities Fund ("Fund") for
use at the special meeting of shareholders and at any adjournment thereof. A
proxy, if properly executed, duly returned and not revoked, will be voted in
accordance with the specifications thereon. A shareholder may revoke a proxy at
any time prior to its exercise by filing with the Secretary of the Company an
instrument revoking the proxy, or by submitting a proxy bearing a later date, or
by attending and voting at the meeting.
The cost of soliciting proxies for this Special Meeting of
Shareholders, consisting principally of printing and mailing expenses, will be
borne by the Fund. The solicitation of proxies will be by mail, which may be
supplemented by solicitation by mail, telephone or otherwise through officers
and employees of the Fund and its investment adviser or distributor without
special compensation therefor. The first mailing of this proxy statement is
expected to be made on or about January 2, 1996.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Directors has fixed the close of business on November 30,
1995, as the record date for the determination of shareholders entitled to
notice of and to vote at the Special Meeting of Shareholders or any adjournment.
As of the record date, there were outstanding 7,900,072.639 shares of the Fund.
All full shares of the Fund are entitled to one vote, with proportionate voting
for fractional shares.
As of the record date, the following persons owned of record 5% or
more of the Fund's outstanding shares: First Interstate Bank of Oregon,
Custodian, Alliance Healthcare Foundation, Portland, Oregon (5.42%); Catholic
Health Corporation Retirement Plan; Omaha, Nebraska (15.14%); Catholic Health
Corporation Health Services Self Protected Fund, Omaha, Nebraska (13.11%);
Firnap & Co., c/o First Interstate Bank, Portland, Oregon (10.43%); Genesee
Corp., Rochester, New York (8.69%); Bank of California, Custodian, Leavey
Foundation Trust, Los Angeles, California (6.47%); USNB of Oregon, Custodian,
Sierra Health Foundation, Portland, Oregon (12.56%); and United Negro College
Fund Campaign 2000, Fairfax, Virginia (5.46%). The officers and directors of
the Fund, together, owned less than 1% of the Fund's outstanding shares on the
record date.
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If a quorum (more than one third of the outstanding voting shares) is
represented at the meeting, the affirmative vote of a majority of the shares of
the Fund represented at the meeting is required to approve the sub-advisory
agreements. A majority of the outstanding voting shares means (i) 67% or more
of the voting shares represented at the meeting, if more than 50% of the
outstanding voting shares are present or represented by proxy, or (ii) more than
50% of all outstanding voting shares of the Fund.
1. TO APPROVE A MODIFICATION TO THE FUND'S INVESTMENT OBJECTIVE.
The Fund's current investment objective states that:
[The Fund] seeks, in addition to income, a total rate of return in
excess of the Salomon Brothers Broad Investment Grade Index by
investing at least 65% of its total assets in long-term mortgage-
backed securities guaranteed by, or secured by collateral that is
guaranteed by, the federal government, its agencies or
instrumentalities or federal government sponsored corporations.
The proposed modification to the Fund's investment objective would
eliminate any reference to the Salomon Brothers Broad Investment Grade Index and
would provide that the Fund seek, in addition to income, capital appreciation.
In addition, the modification would reference the mortgage backed securities the
Fund may invest in as United States government securities rather than federal
government securities and would also state that the Fund may invest in privately
issued mortgage backed securities rated Aa or higher by Moody's or AA or higher
by S&P; an investment practice currently permitted the Fund. The proposed
modification to the Fund's investment objective is set forth below. Material
that is changed is underlined.
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The Fund seeks current income and capital appreciation by investing
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in a portfolio that may include the full range of maturities and
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types of mortgage-backed securities guaranteed by, or secured by
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collateral that is guaranteed by, the United States government, its
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agencies, instrumentalities or its sponsored corporations, and in
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privately issued mortgage backed securities rated Aa or higher by
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Moody's or AA or higher by S&P.
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The principal reason for the Board of Directors adopting the proposed
change is to eliminate the inconsistency between the Fund's comparative
benchmark and the index cited in the Fund's current investment objective. The
Fund uses as its comparative performance benchmark the Lehman Brothers Mortgage-
Backed Index whose securities composition more closely resembles that of the
Fund than the Salomon Brothers Broad Investment Grade Index. Modifying the
Fund's investment objective would eliminate this inconsistency. A secondary
reason for the proposed change is that the Fund's investment objective would
state that the Fund may invest in privately issued mortgage-backed securities
rated Aa or higher by Moody's or AA or higher by S&P; an investment practice
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permitted by the Fund's current investment policies. The Board of Directors
also recognized that the proposed modification would not affect the Fund's
existing operations.
In approving the proposed modification, the Board of Directors noted
that the change would not affect the Fund's investment policies, practices and
restrictions. In this regard, the Board of Directors believes that the proposed
modification to the Fund's investment objective will more clearly reflect the
Fund's investment philosophy and strategy.
THE INDEPENDENT DIRECTORS UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
APPROVE THE MODIFICATION TO THE FUND'S INVESTMENT OBJECTIVE.
THE ADVISER.
TCW Funds Management, Inc. is the Fund's adviser. The Adviser, a
California corporation, is a wholly-owned subsidiary of The TCW Group, Inc., a
Nevada corporation, 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017. As of June 30, 1995, the Adviser and its affiliates had total
assets under management or committed to management of approximately $50 billion.
The principal business address of the Adviser is 865 South Figueroa Street,
Suite 1800, Los Angeles, California 90017 and its Principal Executive Officers
and directors are as follows: Thomas E. Larkin, Jr., Chairman; Marc I. Stern,
President; and Alvin R. Albe, Jr., Executive Vice President, Finance &
Administration. Mr. Larkin is President of Trust Company of the West and a Vice
Chairman of TCW Asset Management Company ("TAMCO"). Mr. Stern is an Executive
Vice President of Trust Company of the West and a Vice Chairman of TAMCO. Mr.
Albe is Executive Vice President, Finance & Administration of Trust Company of
the West and TAMCO. Mr. Robert Day may be deemed to be a control person of the
Adviser by virtue of the aggregate ownership of Mr. Robert Day and his family of
more than 25% of the outstanding voting stock of The TCW Group, Inc.
DISTRIBUTOR.
The Distributor of the Fund's shares is TCW Brokerage Services, 865
South Figueroa Street, Suite 1800, Los Angeles, California 90017.
2. OTHER BUSINESS.
Management knows of no other matters which may be presented at the
Special Meeting. However, if any matters not now known properly come before the
meeting, it is intended that the persons named in the attached form of proxy, or
their substitutes, will vote such proxy in accordance with their judgment on
such matters.
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SUBMISSION OF SHAREHOLDER PROPOSALS.
The Company does not hold annual shareholders' meetings. Shareholders
wishing to submit proposals for consideration for inclusion in a proxy statement
for a subsequent shareholders' meeting of the Company (if any) should send their
written proposals to the Secretary of the Company at the address set forth on
the cover of this Proxy Statement.
ADJOURNMENT
In the event that sufficient votes in favor of the proposals set forth
in this Notice of Meeting and Proxy Statement are not received by the time
scheduled for the meeting, the persons named as proxies may move one or more
adjournments of the meeting for a period or periods of not more than 30 days in
the aggregate to permit further solicitation of proxies with respect to any such
proposals. Any such adjournment will require the affirmative vote of a majority
of the shares present at the meeting. The persons named as proxies will vote in
favor of such adjournment those shares which they are entitled to vote in favor
of such proposals. They will vote against any such adjournment those proxies
which have voted against any of such proposals.
By Order of the Board of Directors
PHILIP K. HOLL
Secretary
December ____, 1995
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED REPLY ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
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COPIES OF THE FUND'S ANNUAL REPORT FOR THE YEAR ENDED OCTOBER 31, 1995 ARE
AVAILABLE WITHOUT CHARGE UPON REQUEST BY WRITING THE FUND AT 865 SOUTH
FIGUEROA STREET, LOS ANGELES, CALIFORNIA 90017 OR TELEPHONING IT AT 1-800-386-
3829.
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TCW GALILEO FUNDS, INC.
TCW GALILEO LONG-TERM MORTGAGE BACKED SECURITIES FUND
SPECIAL MEETING OF SHAREHOLDERS - JANUARY 31, 1996
PROXY
The undersigned hereby appoints MICHAEL E. CAHILL, PHILIP K. HOLL,
RONALD E. ROBISON, or any of them, proxies, each with the power of substitution,
to vote on behalf of the undersigned at the Special Meeting of Shareholders of
TCW Galileo Funds, Inc. - TCW Galileo Long-Term Mortgage Backed Securities Fund
to be held on January 31, 1996, at 10:00 a.m., Pacific time, and at any
adjournment thereof, on the proposals set forth in the Notice of Meeting dated
January 2, 1996.
THIS PROXY IS SOLICITED BY THE DIRECTORS. IF NO SPECIFICATION IS MADE THEREON,
THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
1. To Approve a Modification to the Fund's Investment Objective:
For [_] Against [_] Abstain [_]
2. To Transact Any Other Business as may Properly Come Before the
Meeting:
For [_] Against [_] Abstain [_]
Please sign personally, If the
shares are registered in more
than one name, each joint owner
or each fiduciary should sign
personally. Only authorized
officers should sign for
corporations.
Date:
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Signature
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Signature
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IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD IN THE ENCLOSED ENVELOPE.
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