Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
The MicroCap Fund, Inc.
(Name of Registrant as Specified in Its Charter)
Board of Directors of The MicroCap Fund, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
x $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
$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 0-11:1
(4) Proposed maximum aggregate value of transaction:
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>
THE MICROCAP FUND, INC.
733 Third Avenue
New York, New York 10017
July 28, 1995
Dear Fellow Stockholders:
You are cordially invited to attend our Annual Meeting of
Stockholders which will be held on Monday, August 28, 1995 at 1:00 P.M. at the
offices of Tenzer Greenblatt LLP, 405 Lexington Avenue, 14th Floor, New York,
New York 10174.
The Notice of Annual Meeting and Proxy Statement which follow
describe the business to be conducted at the meeting.
Whether or not you plan to attend the meeting in person, it is
important that your shares be represented and voted. After reading the enclosed
Notice of Annual Meeting and Proxy Statement, may I urge you to complete, sign,
date and return your proxy card in the envelope provided. If the address on the
accompanying material is incorrect, please advise our Transfer Agent,
Continental Stock Transfer & Trust Company, in writing, at Two Broadway, New
York, New York 10004.
Your vote is very important, and we will appreciate a prompt
return of your signed proxy card. We hope to see you at the meeting.
Cordially,
Michael S. Falk
Chairman of the Board
<PAGE>
THE MICROCAP FUND, INC.
733 Third Avenue
New York, New York 10017
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 28, 1995
--------------------
To the Stockholders of THE MICROCAP FUND, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of The MicroCap Fund, Inc. (the "Company") will be held on Monday, August 28,
1995, at 1:00 P.M., local time, at the offices of Tenzer Greenblatt LLP, 14th
Floor, 405 Lexington Avenue, New York, New York 10174, for the following
purposes:
To elect two (2) Class I directors to hold office until the 1998 Annual Meeting
of Stockholders and until their respective successors have been duly elected and
qualified;
To ratify the selection of Deloitte & Touche LLP as the Company's independent
certified public accountants for the current fiscal year; and
To transact such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
Only stockholders of record at the close of business on June
28, 1995 are entitled to notice of and to vote at the Annual 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 ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
By Order of the Board of Directors,
Michael S. Falk
Chairman of the Board
July 28, 1995
<PAGE>
PROXY STATEMENT
THE MICROCAP FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 28, 1995
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of THE MICROCAP FUND, INC.
(the "Company") for use at the Annual Meeting of Stockholders to be held on
Monday, August 28, 1995, including any adjournment or adjournments thereof, for
the purposes set forth in the accompanying Notice of Meeting.
Management intends to mail this proxy statement and the
accompanying form of proxy to stockholders on or about July 28, 1995.
The costs of soliciting proxies will be borne by the Company.
It is estimated that these costs will be nominal.
Proxies in the accompanying form, duly executed and returned
to the management of the Company and not revoked, will be voted at the Annual
Meeting. Any proxy given pursuant to such solicitation may be revoked by the
stockholder at any time prior to the voting of the proxy by a subsequently dated
proxy, by written notification to the Secretary of the Company, or by personally
withdrawing the proxy at the meeting and voting in person.
The address and telephone number of the principal executive
offices of the Company are:
733 Third Avenue
New York, New York 10017
Telephone No.: (800) 888-6534
OUTSTANDING STOCK AND VOTING RIGHTS
Only stockholders of record at the close of business on June
28, 1995 (the "Record Date") are entitled to notice of and to vote at the Annual
Meeting. As of the Record Date, there were issued and outstanding 2,108,555
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), and 344,383.2 shares of the Company's preferred stock, par value $.01
per share (the "Preferred Stock"), the Company's only classes of voting
securities. Each share of Common Stock entitles the holder to one vote at the
Annual Meeting on all matters submitted to a vote at the Annual Meeting. Each
share of Preferred Stock entitles the holder to one vote on all matters when
voting as a separate class or the number of votes equal to the number of shares
of Common Stock issuable upon conversion of such shares of Preferred Stock (1.05
votes per share) on all matters when voting together with the holders of Common
Stock as one class.
VOTING PROCEDURES
One director will be elected by the affirmative vote of a
plurality of the shares of Common Stock and Preferred Stock, voting together as
a class, present in person or represented by proxy at the Annual Meeting, and
one director will be elected by the affirmative vote of a plurality of the
shares of Preferred Stock, present in person or represented by proxy at the
Annual Meeting, in each case, provided a quorum exists. A quorum is present if
at least a majority of the outstanding shares of Common Stock and a majority of
the outstanding shares of Preferred Stock, as of the Record Date, are present in
person or represented by proxy at the Annual Meeting. All other matters at the
meeting will be decided by the affirmative vote of the holders of a majority of
the shares of Common Stock and Preferred Stock, voting together as a class, cast
with respect thereto, provided a quorum exists. In accordance with Maryland law,
abstentions and "broker non-votes" (i.e. proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares as to a matter with respect to
which the brokers or nominees do not have discretionary power to vote) will be
treated as present for purposes of determining the presence of a quorum. For
purposes of determining approval of a matter presented at the meeting,
abstentions will be deemed present and entitled to vote and will, therefore,
have the same effect as a vote "against" a matter presented at the meeting. With
respect to all matters to come before the meeting, broker non-votes will be
deemed not entitled to vote on the subject matter as to which the non-vote is
indicated and will, therefore, have no legal effect on the vote on that
particular matter.
The enclosed proxies will be voted in accordance with the
instructions thereon. Unless otherwise stated, all shares represented by such
proxy will be voted as instructed. Proxies may be revoked as noted above.
ELECTION OF DIRECTORS
Pursuant to the Company's By-Laws, the Board of Directors is
classified into three classes (Class I, Class II and Class III) each with a term
of three years, except as set forth below. At this year's Annual Meeting of
Stockholders, two (2) Class I directors will be elected to hold office for a
term expiring at the 1998 Annual Meeting and until a successor is elected and
qualified or until the director's earlier resignation or removal.
Mr. James E. Brands has been nominated as a Class I director for election by the
holders of Common Stock and Preferred Stock, voting together as a class, and Mr.
Leonard J. DeRoma has been nominated for election by the holders of Preferred
Stock.
At this year's Annual Meeting of Stockholders, the proxies
granted by Common Stockholders and Preferred Stockholders will be voted
individually for the election, as directors of the Company, of the persons
listed below, unless a Proxy specifies that it is not to be voted in favor of a
nominee for director. In the event any of the nominees listed below shall be
unable to serve, it is intended that the Proxy will be voted for such other
nominees as are designated by the Board of Directors. Each of the persons named
below has indicated to the Board of Directors of the Company that he will be
available to serve.
Name Age Position
James E. Brands* 58 Director
Leonard J. DeRoma** 43 Director
- ---------------
* Standing for election by the holders of Common Stock and Preferred Stock,
voting together as a class.
** Standing for election by the holders of Preferred Stock.
James E. Brands has been a director of the Company since October 1993. From 1985
to February 1995, Mr. Brands was Executive Vice President of RPS Investors,
Inc., a private investment company. From 1982 to February 1995, Mr. Brands was
Vice Chairman and Chief Financial Officer of Scherer Healthcare, Inc., a public
company engaged in the provision of medical services. Mr. Brands was Chairman of
the Board of Directors from April 1993 to February 1995, and Chief Executive
Officer from April 1994 to February 1995, of Marquest Medical Products, Inc., a
public company engaged in the manufacture of medical devices.
Leonard J. DeRoma has been a director of the Company since 1994. Mr. DeRoma has
been Managing Director of Barclays deZoete Wedd Securities, Inc. since June
1988. From June 1987 to June 1988, Mr. DeRoma was Senior Vice President of Dean
Witter Reynolds, Inc.
The number of directors has been set by resolution of the
Board of Directors at five. At the 1994 Annual Meeting of Stockholders, two
Class I directors were elected to hold office for a term expiring at the 1995
Annual Meeting; two Class II directors were elected to hold office for a term
expiring at the 1996 Annual Meeting; and one Class III director was elected to
hold office for a term expiring at the 1997 Annual Meeting; and, in each case,
until a successor is elected and qualified or until the director's earlier
resignation or removal. The Company's By-Laws provide that at each annual
meeting of stockholders, successors to the class of directors whose term expires
at that annual meeting shall be elected for a three-year term. The Articles
Supplementary to the Company's Articles of Incorporation provide that the
holders of Preferred Stock have the right to elect one Class I and one Class III
director to the Board of Directors. Accordingly, at the 1995 Annual Meeting, the
holders of Common Stock and Preferred Stock, voting together as a class, are
entitled to elect one Class I director to hold office, and the holders of
Preferred Stock are entitled to elect one Class I director to hold office, in
each case, until the 1998 Annual Meeting of Stockholders and until their
respective successors have been duly elected and qualified or until their
earlier resignation or removal.
During the year ended February 28, 1995, the Board of
Directors held six meetings.
Officers are elected to serve, subject to the discretion of
the Board of Directors, until their successors are appointed.
EXECUTIVE OFFICERS AND OTHER DIRECTORS
The following table sets forth the Company's executive
officers and directors in addition to Messrs. Brands and DeRoma.
Name Age Position
Michael S. Falk* 33 Chairman of the Board of
Directors
Kamal Mustafa* 47 President, Chief Executive
Officer, Portfolio
Manager and Director
Kerry J. Dukes 33 Managing Director
Mark T. Behrman 32 Chief Financial Officer
and Treasurer
Jeffrey Lewis 56 Director
- -----------------------
* Indicates "interested person" of the Company within the meaning of the
Investment Company Act of 1940 (the "1940 Act")
Michael S. Falk has been Chairman of the Board of Directors of the Company since
its inception. Since June 1988, Mr. Falk has been President, and since January
1994, Mr. Falk has also been Chief Executive Officer, of Commonwealth
Associates, an investment banking firm, which is an affiliate of Commonwealth
Associates Asset Management, Inc. (the "Administrator"), the Company's
administrator. Mr. Falk also serves as President of the Administrator. In
addition, since June 1988, Mr. Falk has been President and Chairman of the Board
of Commonwealth Associates Management Company, Inc. (formerly JMJ Management
Company Inc.), the general partner of Commonwealth Associates ("CAMCI").
Kamal Mustafa has been President, Chief Executive Officer, Portfolio Manager and
a director of the Company since April 1994 and was Managing Director of the
Company from inception to August 1993. In addition, Mr. Mustafa has been Chief
Executive Officer and Managing Director of Hamilton Capital Partners, a private
investment consulting firm, since its formation in October 1991. From March 1988
to October 1991, Mr. Mustafa was a Managing Director and Executive Vice
President of KSP, a leverage buyout fund and also a Managing Director of Kluge
and Company, responsible for the origination and financing of acquisitions. From
1986 to March 1988, Mr. Mustafa was a Managing Director of Mergers and
Acquisitions and a Managing Director of Merchant Banking at PaineWebber, Inc.
Mr. Mustafa is currently a member of the Board of Directors of Silverado Foods,
Inc. and Regency (Cayman) Holdings, Inc.
Kerry Dukes has been Managing Director and Secretary of the Fund since October
1994. Since 1988, Mr. Dukes has been the Chief Operating Officer of Commonwealth
Associates. From 1987 to 1988, Mr. Dukes was head of operations for Beuret &
Company. From 1984 to 1987, Mr. Dukes was employed by Shearson Lehman Brothers.
Mark T. Behrman has been Chief Financial Officer and Treasurer of the Company
since inception. Mr. Behrman has been Chief Financial Officer and Treasurer of
the Administrator since its inception in January 1993. Since May 1994, Mr.
Behrman has been Vice President - Corporate Finance and, from May 1992 to April
1994, Mr. Behrman was Chief Financial Officer of Commonwealth Associates. From
January 1990 to November 1991, Mr. Behrman served as Controller of Fundamental
Brokers, Inc., a broker dealer. From March 1987 to January 1990, Mr. Behrman was
employed as an accounting supervisor at Drexel Burnham Lambert, Inc.
Jeffrey Lewis has been a director of the Company since August 1993. Since 1968,
Mr. Lewis has been President and Chief Executive Officer of J.B. Lewis
Associates, Inc., a construction company. Mr. Lewis has also been Chairman of
the Board and Chief Executive Officer of Food Integrated Technologies, Inc.
since February 1995.
Compliance With Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors and persons who own more than ten percent of a
registered class of the Company's equity securities ("10% Holders"), to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors, and 10% Holders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on the Company's review of the
copies of such forms received by the Company, or written representations from
certain reporting persons that no Forms 5 were required for those persons, the
Company believes that, during the year ended February 28, 1995, all filing
requirements applicable to its officers, directors, and 10% Holders were
complied with on a timely basis.
EXECUTIVE COMPENSATION
Kamal Mustafa, President and Chief Executive Officer of the Company, and
Stephen J. Warner, former President and Chief Executive Officer of the Company,
received compensation of $54,000 and $0, respectively, during the year ended
February 28, 1995. No executive officer received compensation equal to or in
excess of $100,000 or options to purchase shares of Common Stock during such
period.
Employment Agreement
The Company and Kamal Mustafa entered into an employment agreement,
effective April 1, 1994. Pursuant to the employment agreement, as amended, Mr.
Mustafa serves as the Company's President, Chief Executive Officer and Portfolio
Manager for a five-year period for an annual salary of $100,000, subject to a
mandatory cost of living increase, and further increases at the discretion of
the Company's Board of Directors. In addition, during the term of the employment
agreement, Mr. Mustafa is entitled to receive a performance fee equal to the sum
of (i) 10% of all amounts eligible to be distributed under the Company's
employee profit sharing plan (the "Plan") which are attributable to investments
made by the Company prior to April 1, 1994 (excluding (x) such investments which
result in losses during a given year and (y) the Company's investments set forth
in paragraph (iii) of this sentence), but not less than zero, plus (ii) 30% of
all amounts eligible to be distributed under the Plan which are attributable to
investments made by the Company during the employment period (including
additional investments in a company) plus (iii) 30% of all amounts eligible to
be distributed under the Plan which are attributable to investments made by the
Company prior to April 1, 1994 which are renegotiated or restructured by Mr.
Mustafa; provided, however, that Mr. Mustafa shall not receive an amount greater
than 30% of all amounts eligible to be distributed under the Plan. In the event
Mr. Mustafa's employment under the employment agreement terminates for any
reason, including, without limitation, termination of the period of the
employment agreement, but excluding the termination of Mr. Mustafa's employment
for cause, the Company shall pay to Mr. Mustafa or his legal representative the
foregoing amounts whether Plan Income as to which such amounts relate were
earned during the period of the employment agreement or thereafter; provided,
however, that the amount so payable to Mr. Mustafa in any given year shall not
exceed 30% of all amounts eligible to be distributed under the Plan. Any amount
payable to Mr. Mustafa pursuant to the foregoing provision for any given year
but not so paid in such year shall be paid to Mr. Mustafa in the next subsequent
year in which such amount is eligible to be paid pursuant to the provisions of
the 1940 Act.
Compensation of Directors
Non-management directors receive a fee of $2,500 plus out-of-pocket
expenses for each regular quarterly Board of Directors meeting attended.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
The Company does not have a Compensation Committee of its Board of
Directors. Decisions as to compensation are made by the Company's Board of
Directors. Michael S. Falk, in his capacity as a director, participated in the
Board's deliberations concerning compensation of executive officers for the
Company during the year ended February 28, 1995. During the year ended February
28, 1995, Mr. Falk served as President and Chairman of the Board of CAMCI,
President of the Administrator, a wholly-owned subsidiary of CAMCI, and Chief
Executive Officer of Commonwealth Associates, a partnership of which CAMCI is
the general partner. The Company, the Administrator and Commonwealth Associates
have certain common officers and employees. See "Certain Relationships and
Related Transactions."
Report on Executive Compensation
There is no Compensation Committee of the Board of Directors or other
committee of the Board performing equivalent functions. During the year ended
February 28, 1995, compensation of the Company's executive officers was
determined by the Board of Directors. There is no formal compensation policy for
the Company's executive officers, other than the existing employment agreement
with Kamal Mustafa.
Total compensation for executive officers consists of a combination of salaries
and Plan performance fees. The salary of the Company's President and Chief
Executive Officer is fixed annually by the terms of his employment agreement
with the Company. No Plan Performance Fees were paid during the year ended
February 28, 1995. The Company does not have a stock option plan.
During the year ended February 28, 1995, Kamal Mustafa, the Company's President
and Chief Executive Officer received compensation of $54,000. During such
period, the Company achieved an increase in net assets of $166,851 ($.08 per
share).
Michael S. Falk
James E. Brands
Leonard J. DeRoma
Jeffrey Lewis
Kamal Mustafa
Stock Performance Graph
The following line graph compares, from March 22, 1993, the first day on which
the Company's Common Stock was publicly traded, through February 28, 1995, the
cumulative total return among the Company, companies comprising the NASDAQ
Market Index and a Peer Group Index, based on an investment of $100 on March 22,
1993, in the Company's Common Stock and each index, and assuming reinvestment of
all dividends, if any, paid on such securities. The Company paid a dividend of
$.20 per share on the Common Stock and, therefore, the cumulative total return
calculation for the Company is based upon stock price appreciation and upon
reinvestment of dividends. The Peer Group Index consists of business development
companies listed on NASDAQ. These companies are: Allied Capital Corp., Allied
Capital Corp. II, Capital Southwest Corp., PMC Capital, Inc. and Prism Group,
Inc. Historic stock price is not necessarily indicative of future stock price
performance.
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURN
THE MICROCAP FUND, INC.
PEER GROUP AND NASDAQ MARKET INDEX
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
3/19/93 2/28/94 2/28/95
The MicroCap Fund, Inc. $100.00 $ 86.25 $ 67.06
Peer Group 100.00 103.54 97.25
NASDAQ Market Index 100.00 120.68 115.22
</TABLE>
<PAGE>
VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 28, 1995,
based on information obtained from the persons named below, with respect to the
beneficial ownership of shares of Common Stock, Preferred Stock and total voting
power by (i) each person known by the Company to be the beneficial owner of more
than 5% of the outstanding shares of Common Stock, Preferred Stock or total
voting power; (ii) the Company's Chief Executive Officer; (iii) each of the
Company's directors and nominees for director; and (iv) all executive officers
and directors as a group:
<TABLE>
Amount and Nature of Percentage of Amount and Nature Percentage of
Beneficial Outstanding Shares of Beneficial Outstanding Shares
Ownership of Common of Common Ownership of of Preferred Stock Percentage of
Name and Stock(1) Stock Owned Preferred Owned Total
Address of Stock Voting Power
Beneficial Owner
<S> <C> <C> <C> <C> <C>
Michael S. Falk 33,500 1.59% 5,700 1.66% 1.60%
Kamal Mustafa 20,000 * 3,000 * *
James E. Brands 5,000 * 1,000 * *
Leonard J. 5,000 * 1,000 * *
DeRoma
Jeffrey Lewis 3,500 * 700 * *
All executive 70,000 3.32% 11,600 3.37% 3.33%
officers and
directors as a
group (seven
persons)
</TABLE>
* Less than 1%
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from June 28, 1995 upon the exercise of
warrants or options. Each beneficial owner's percentage ownership is determined
by assuming that warrants or options that are held by such person (but not those
held by any other person) and which are exercisable within 60 days from June 28,
1995 have been exercised.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 2, 1993, the Administrator purchased 10,000 shares of Common Stock for
$100,000, or $10.00 per share.
Pursuant to an agreement, dated March 19, 1993, between the Company
and the Administrator (the "Administration Agreement"), the Administrator
administers, subject to the overall supervision of the Company's Board of
Directors, the Company's business affairs and furnishes the Company with office
facilities and clerical, bookkeeping and recordkeeping services at such
facilities. In return for its administrative services, the Company pays to the
Administrator an annual fee of 1% of the Company's net assets, determined and
payable quarterly, throughout the term of the Administration Agreement. During
the period from commencement of operations (March 19, 1993) through February 28,
1994 and the year ended February 28, 1995, the Company paid the Administrator
fees of $181,816 and $181,052, respectively.
Commonwealth Associates acted as underwriter of the Company's initial
public offering. In connection with the Company's initial public offering,
Commonwealth Associates received underwriting discounts and commissions of
$1,535,800, 7% of the proceeds of the offering, and a non-accountable expense
allowance of $548,500, 2 1/2% of the proceeds of the offering.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP has audited and reported upon the financial
statements of the Company for the fiscal year ended February 28, 1995 and has
been selected by the Board of Directors to examine and report upon the financial
statements of the Company for the fiscal year ending February 29, 1996. A
representative of Deloitte & Touche LLP is expected to be present at the Annual
Meeting with the opportunity to make a statement if he or she desires to do so
and is expected to be available to respond to appropriate questions.
An affirmative vote of the holders of a majority of the shares of
Common Stock and Preferred Stock present in person or represented by proxy at
the Annual Meeting is required to ratify the appointment of Deloitte & Touche
LLP to examine and report on the financial statements of the Company for the
fiscal year ending February 29, 1996.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Stockholders who wish to present proposals appropriate for
consideration at the Company's 1996 Annual Meeting of Stock-holders must submit
the proposal in proper form to the Company at its address set forth on the first
page of this Proxy Statement not later than April 1, 1996 in order for the
proposition to be considered for inclusion in the Company's proxy statement and
form of proxy relating to such annual meeting. Any such proposals, as well as
any questions related thereto, should be directed to the Secretary of the
Company.
OTHER INFORMATION
Proxies for the Annual Meeting will be solicited by mail and through
brokerage institutions and all expenses involved, including printing and
postage, will be paid by the Company.
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
FEBRUARY 28, 1995 IS BEING FURNISHED HEREWITH TO EACH STOCKHOLDER OF RECORD AS
OF THE CLOSE OF BUSINESS ON JUNE 28, 1995. COPIES OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K, TOGETHER WITH THE EXHIBITS THERETO, WILL BE PROVIDED TO EACH SUCH
STOCKHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO:
THE MICROCAP FUND, INC.
733 Third Avenue
New York, New York 10017
The Board of Directors is aware of no other matters, except for those
incident to the conduct of the Annual Meeting, that are to be presented to
stockholders for formal action at the Annual Meeting. If, however, any other
matters properly come before the Annual Meeting or any adjournments thereof, it
is the intention of the persons named in the proxy to vote the proxy in
accordance with their judgment.
By order of the Board of Directors,
Michael S. Falk
Chairman of the Board
July 28, 1995
1Set forth the amount on which the filing fee is calculated and state
how it was determined.
FOR USE BY HOLDERS OF COMMON STOCK
THE MICROCAP FUND, INC.
733 Third Avenue
New York, New York 10017
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST
28, 1995 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Michael S.
Falk and Kamal Mustafa, and each of them, Proxies, with full
power of substitution in each of them, in the name, place and
stead of the undersigned, to vote at the Annual Meeting of
Stockholders of The MicroCap Fund, Inc. on Monday, August 28,
1995, at the offices of Tenzer Greenblatt LLP, 405 Lexington
Avenue, New York, New York 10174 or at any adjournment or
adjournments thereof, according to the number of votes that
the undersigned would be entitled to vote if personally
present, upon the following matters:
ELECTION OF DIRECTORS:
__ FOR the nominee listed below.
__ WITHHOLD AUTHORITY
to vote for the nominee listed below.
James E. Brands to serve as a Class I director
until the 1998 Annual Meeting
RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
FOR AGAINST ABSTAIN
__ __ __
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
(Continued and to be signed on reverse side)
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN ABOVE. IF NO INSTRUCTIONS ARE
GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEE AND
THE PROPOSAL LISTED ABOVE.
DATED: _______________________________, 1995
Please sign exactly as name appears hereon. When shares are
held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name
by authorized person.
--------------------------------------------
Signature
--------------------------------------------
Signature if held jointly
Please mark, sign, date and return this proxy
card promptly using the enclosed envelope.
FOR USE BY HOLDERS OF PREFERRED STOCK
THE MICROCAP FUND, INC.
733 Third Avenue
New York, New York 10017
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST
28, 1995 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Michael S. Falk and Kamal
Mustafa, and each of them, Proxies, with full power of substitution in each of
them, in the name, place and stead of the undersigned, to vote at the Annual
Meeting of Stockholders of The MicroCap Fund, Inc. on Monday, August 28, 1995,
at the offices of Tenzer Greenblatt LLP, 405 Lexington Avenue, New York, New
York 10174 or at any adjournment or adjournments thereof, according to the
number of votes that the undersigned would be entitled to vote if personally
present, upon the following matters:
A. ELECTION OF DIRECTOR BY THE PREFERRED AND COMMON STOCKHOLDERS VOTING
TOGETHER AS A CLASS:
__ FOR the nominee listed below.
__ WITHHOLD AUTHORITY
to vote for the nominee listed below.
James E. Brands to serve as a Class I director until the 1998 Annual Meeting
B. ELECTION OF DIRECTOR BY THE PREFERRED STOCKHOLDERS VOTING
SEPARATELY AS A CLASS:
__ FOR the nominee listed below. __ WITHHOLD AUTHORITY
to vote for the nominee listed below.
Leonard J. DeRoma to serve as a Class I director until the 1998 Annual Meeting
RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
FOR AGAINST ABSTAIN
__ __ __
(Continued and to be signed on reverse side)
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN
ABOVE. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE
NOMINEE AND THE PROPOSAL LISTED ABOVE.
DATED: _______________________________, 1995
Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.
- --------------------------------------------
Signature
- --------------------------------------------
Signature if held jointly
Please mark, sign, date and return this proxy card promptly
using the enclosed envelope.
