SCHEDULE 14A INFORMATION
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:
(X) Preliminary Proxy Statement
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to SECTION 240.14a-
11(c) or SECTION 240.14a-12
SELECT ASSET FUND, SERIES 2, INC.
(Name of Registrant as Specified in its Charter)
SELECT ASSET FUND, SERIES 2, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i)(1) or 14a-6(i)(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:
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:
PROXY
Select Asset Fund, Series 2, Inc.
Common Stock
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints James McIntosh and David Gylfe as proxies,
each with the power to appoint his substitute, and hereby authorizes them
to represent and to vote, as designated on the reverse hereof, all the
shares of common stock, par value $.01 per share, of Select Asset Fund,
Series 2, Inc. (the "Corporation") held of record by the undersigned on
November 22, 1995 at the special meeting of stockholders of the Corporation
to be held on December 15, 1995 or any adjournments thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted For the Proposal.
Comments/Address Change:
Please mark boxes in blue or black ink. Date and Return the Proxy Card
Promptly using the Enclosed Postage Paid Envelope to c/o Brian Byrne,
Tritech Services, Inc., 4 Corporate Place, Corporate Park 287, Piscataway,
New Jersey 08854; telephone number (908) 878-6434.
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X PLEASE MARK VOTES AS IN
- ------ THIS EXAMPLE
For Against Abstain
To approve a proposed
amendment to the Articles
Supplementary of the the
Corporation's Auction
Market Preferred Stock,
Series G (the "Series G
AMPS") to (i) eliminate
the Non-Call Period with
respect to the Series G
AMPS; (ii) to provide
that the redemption price
per share of Series G
AMPS in any optional
redemption of such shares
shall be increased by
$[2,000]; and (iii) to
change the next Dividend
Distribution Date with
respect to the Series G
AMPS from the last
business day of the
current calendar quarter
(December 29, 1995) to
December 18, 1995.
RECORD DATE SHARES:
COMMON STOCK
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Please be sure to sign and date this Proxy. | |
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- -------Shareholder sign here----------------------------------------
PROXY
Select Asset Fund, Series 2, Inc.
Auction Market Preferred Stock, Series G
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints James McIntosh and David Gylfe as proxies,
each with the power to appoint his substitute, and hereby authorizes them
to represent and to vote, as designated on the reverse hereof, all the
shares of Auction Market Preferred Stock, Series G (the "Series G AMPS"),
par value $.01 per share, of Select Asset Fund, Series 2, Inc. (the
"Corporation") held of record by the undersigned on November 22, 1995 at
the special meeting of stockholders of the Corporation to be held on
December 15, 1995 or any adjournments thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted For the Proposal.
Comments/Address Change:
Please mark boxes in blue or black ink. Date and Return the Proxy Card
Promptly using the Enclosed Postage Paid Envelope to c/o Brian Byrne,
Tritech Services, Inc., 4 Corporate Place, Corporate Park 287, Piscataway,
New Jersey 08854; telephone number (908) 878-6434.
- ------
X PLEASE MARK VOTES AS IN
- ------- THIS EXAMPLE
For Against Abstain
To approve a proposed
amendment to the Articles
Supplementary of the
Series G AMPS to (i)
eliminate the Non-Call
Period with respect to
the Series G AMPS; (ii)
to provide that the
redemption price per
share of Series G AMPS in
any optional redemption
of such shares shall be
increased by $[2,000];
and (iii) to change the
next Dividend
Distribution Date with
respect to the Series G
AMPS from the last
business day of the
current calendar quarter
(December 29, 1995) to
December 18, 1995.
RECORD DATE SHARES:
AUCTION MARKET PREFERRED STOCK, SERIES G
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| Date |
Please be sure to sign and date this Proxy. | |
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- -------Shareholder sign here----------------------------------------
Select Asset Fund, Series 2, Inc.
Dear Shareholder:
I am writing to urge you to join us at a
Special Meeting of shareholders of your company to be
held on December 15, 1995.
At this meeting you will be asked to approve a
charter amendment that will make the Series G preferred
stock callable at any time, increase the optional
redemption price by $[2000] per share and advance the
next dividend distribution date from December 29, 1995 to
December 18.
Your Board of Directors has determined that it
is in the best interests of the Company and its
shareholders that the Company not have any preferred
stock outstanding at the end of 1995. The Board has
considered various means of accomplishing this objective
and believes that this proposal is the preferable method.
The Board also recognizes that it would be obligated to
redeem the Series G preferred stock without any
redemption premium if the Company terminates the services
of the broker for the Series G but intends to take that
step only if the proposal is not approved at the Special
Meeting.
Once again I urge you to attend the meeting in
person or by proxy as your vote is very important to us.
Sincerely,
James A. McIntosh
President
SELECT ASSET FUND, SERIES 2, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
December 15, 1995
TO THE SHAREHOLDERS OF SELECT ASSET FUND, SERIES 2, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting (the
"Meeting") of the holders of Select Asset Fund, Series 2,
Inc. Common Stock ("Common Stock") and holders of Select
Asset Fund, Series 2, Inc. Auction Market Preferred
Stock, Series G (the "Series G AMPS") of Select Asset
Fund, Series 2, Inc. (the "Corporation") will be held on
December 15, 1995, at 10:00 a.m., New York time, at 250
Vesey Street, North Tower, 16th Floor, World Financial
Center, New York, New York 10281. This Meeting has been
called by the Board of Directors (the "Board") of the
Corporation and this notice is being issued at the
Board's direction. The Board has called this Meeting for
the following purposes:
To approve a proposed amendment to the Articles
Supplementary of the Series G AMPS to (i) eliminate
the Non-Call Period with respect to the Series G
AMPS; (ii) to provide that the redemption price per
share of Series G AMPS in any optional redemption of
such shares shall be increased by $[2,000]; and
(iii) to change the next Dividend Distribution Date
with respect to the Series G AMPS from the last
business day of the current calendar quarter
(December 29, 1995) to December 18, 1995.
No other business will be considered at the Meeting.
Holders of Series G AMPS and holders of Common Stock of
record at the close of business on November 22, 1995 will
be entitled to vote at the Meeting. Holders of the
Corporation's other series of Auction Market Preferred
Stock will not be entitled to vote because such shares
have been called for redemption and will no longer be
outstanding on the date of the Meeting.
Whether or not you expect to be present in person at
the Meeting, please sign and date the accompanying proxy
and return it promptly in the enclosed business reply
envelope, which requires no postage if mailed in the
United States, to c/o Brian Byrne, Tritech Services,
Inc., 4 Corporate Place, Corporate Park 287, Piscataway,
New Jersey 08854; telephone number: (908) 878-6434.
By Order of the Board of Directors
November 30, 1995 David C. Gylfe
New York, New York Secretary
PROXY STATEMENT
SELECT ASSET FUND, SERIES 2, INC.
Special Meeting of Shareholders
December 15, 1995
GENERAL INFORMATION
This proxy statement (the "Proxy Statement") is
furnished in connection with the solicitation of proxies
(the "Proxies" or "Proxy") by the Board of Directors (the
"Board") of Select Asset Fund, Series 2, Inc. (the
"Corporation") to be voted at the Special Meeting of
Shareholders (the "Meeting").
The Meeting will be held on December 15, 1995, at
10:00 a.m., New York time, at 250 Vesey Street, North
Tower, 16th Floor, World Financial Center, New York, New
York 10281. At the Meeting, holders of Select Asset
Fund, Series 2, Inc. Common Stock (the "Common Stock")
and holders of Select Asset Fund, Series 2, Inc. Auction
Market Preferred Stock, Series G (the "Series G AMPS")
(together, the "Shareholders") will be asked to approve
an amendment to the Articles Supplementary of the
Corporation's Auction Market Preferred Stock, Series G
(the "Articles Supplementary") to (i) eliminate the Non-
Call Period with respect to the Series G AMPS; (ii) to
provide that the redemption price per share of Series G
AMPS in any optional redemption of such shares shall be
increased by $[2,000]; and (iii) to change the next
Dividend Distribution Date with respect to the Series G
AMPS from the last business day of the current calendar
quarter (December 29, 1995) to December 18, 1995 (the
"Proposed Amendment"), stated in the accompanying Notice
of Special Meeting of Shareholders (the "Notice") and
described in more detail in this Proxy Statement.
The mailing address of the Corporation is Select
Asset Fund, Series 2, Inc., c/o Merrill Lynch, 250 Vesey
Street, 16th Floor, World Financial Center, New York, New
York 10281. The enclosed Proxy and this Proxy Statement
are being first transmitted on or about November 30,
1995, to Shareholders of the Corporation.
The Board has fixed the close of business on
November 22, 1995, as the record date (the "Record Date")
for the determination of Shareholders of the Corporation
entitled to receive notice of, and to vote at, the
Meeting. At the close of business on the Record Date,
51,383,098.97 shares of Common Stock and 1000 shares of
Series G AMPS were outstanding. In addition, the
Corporation has outstanding 1000 shares of Auction Market
Preferred Stock, Series C. The shares of this series
have been called for redemption and will not be
outstanding on the date of the Meeting. Accordingly,
pursuant to Section 7.3 of the Articles Supplementary,
with respect to such series, none of the shares of such
series will be entitled to vote on the Proposed
Amendment. In accordance with Article II, Section 8 of
the By-Laws of the Corporation, and as detailed in
Article VII of the Articles Supplementary of the
Corporation, holders of Series G AMPS will have equal
voting rights with the holders of Common Stock, one vote
per share, and will vote both together and separately
from holders of Common Stock on the Proposed Amendment.
The presence, in person or by Proxy, of the holders of a
majority of such outstanding shares is necessary to
constitute a quorum for the transaction of business at
the Meeting. Approval of the Proposed Amendment requires
the affirmative vote of a majority of the total number of
shares of Common Stock and Series G AMPS outstanding on
the Record Date voting as a single class and of the total
number of shares of Series G AMPS outstanding on the
Record Date voting as a separate class.
The following table sets forth those persons known
to the Corporation to be a beneficial owner of greater
than 5% of any class of the Corporation's voting
securities:
------------------------------------------------------------
(1) (2) (3) (4)
Title of Name and Amount and Percent
Class Address of Nature of of Class
Beneficial Beneficial
Owner Ownership
------------------------------------------------------------
Common Comerica 51,383,098.97 100%
Stock Bank, as (sole voting and
trustee dispositive power)
------------------------------------------------------------
To the best knowledge of the Corporation, no
director of the Corporation beneficially owns shares of
any class of equity security in the Corporation.
Solicitation and Revocation
All properly executed Proxies received prior to the
Meeting will be voted at the Meeting in accordance with
the instructions marked thereon or otherwise as provided
therein. Unless instructions to the contrary are marked,
shares represented by the Proxies will be voted "FOR" all
the proposals. Shares voted to "ABSTAIN" in whole or in
part will be considered present at the Meeting. Shares
represented by broker non-votes will be disregarded and
will have no effect on the outcome of the vote.
Any Proxy given pursuant to this solicitation may be
revoked by a Shareholder at any time before it is
exercised, by written notification delivered to the
Secretary of the Corporation, by voting in person at the
Meeting or by executing another Proxy bearing a later
date.
Proxies will be solicited by mail. All expenses of
preparing, printing, mailing, and delivering proxies and
all materials used in the solicitation of Proxies will be
borne by the Corporation. They may also be solicited by
officers and regular employees of the Corporation
personally, by telephone or otherwise, but these persons
will not be specifically compensated for such services.
Banks, brokers, nominees and other custodians and
fiduciaries will be reimbursed for their reasonable out-
of-pocket expenses in forwarding soliciting material to
their principals, Shareholders of the Corporation. It is
estimated that those costs will be nominal. The
Corporation has retained Tritech Services, Inc. to act as
proxy solicitor. Tritech Services, Inc. will receive a
customary fee for such services.
The Board has resolved to amend the Articles
Supplementary to eliminate the Non-Call Period which
would otherwise continue until November 18, 1997. During
the Non-Call Period, the Series G AMPS are not subject to
Optional Redemption (as defined in the Articles
Supplementary). The Non-Call Period is in effect
pursuant to Section 3.1(g) of the Articles Supplementary
and the Notice of Special Dividend Period issued on
November 18, 1994.
The adoption of the proposal would make the Series G
AMPS subject to Optional Redemption at any time pursuant
to Section 4.1 of the Articles Supplementary.
The Board has further resolved to amend the Articles
Supplementary to provide that the redemption price per
share of Series G AMPS in any optional redemption of such
shares shall be increased by $[2,000]. In addition to
the $[2,000] premium per share, the redemption price per
share consists of the liquidation preference of the
Series G AMPS plus all accrued and unpaid dividends
whether or not earned or declared thereon to but
excluding the Redemption Date.
The Board has further resolved to amend the Articles
Supplementary to move the next Dividend Distribution Date
from the last business day of the current calendar
quarter (December 29, 1995), as provided in Section
3.1(b) of the Articles Supplementary to December 18,
1995. Upon the adoption of such proposal, dividends
payable on such Dividend Distribution Date shall be paid
to the Holders as they appear in the Corporation's stock
register as of 12:00 noon, New York time on December 17,
1995. The dividends payable on the Dividend
Distribution Date will generally be eligible for the
dividends-received deduction if received by corporations
who will have held their shares for at least 46 days
and otherwise satisfy the requirements of the Internal
Revenue Code regarding eligibility for the dividends
received deduction.
The Board has determined that it is in the best
interests of the Corporation and its shareholders that
the Corporation have no shares of preferred stock
outstanding at the end of 1995. The Board has considered
various means of accomplishing this objective, including
a reorganization of the Corporation, the Proposed
Amendment and termination of the broker-dealer acting as
the broker with respect to the Series G AMPS so as to
require the mandatory redemption of the Series G AMPS at
liquidation value without a redemption premium. The
Board has determined that the Proposed Amendment is the
preferable choice at this time and understands that the
holder of the Corporation's common stock also favors the
Proposed Amendment at this time. However, if the
Proposed Amendment is not approved by shareholders, the
Board intends to terminate the services of the broker on
the Series G AMPS which would result in a mandatory
redemption of the Series G AMPS at a redemption price
that would not include the $[2,000] per share premium.
Shareholders who wish to review the text of the
amendments required to effectuate the changes described
above may obtain a copy of the proposed Amended and
Restated Articles Supplementary for the Series G AMPS by
calling the Corporation's Secretary at (313) 222-4602.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
"FOR" THE ADOPTION OF THE PROPOSED AMENDMENT TO THE
ARTICLES SUPPLEMENTARY.
OTHER INFORMATION
The Corporation's administrator is Comerica Bank,
with offices at 411 W. Lafayette Avenue, Detroit,
Michigan 48226.
The Corporation's investment adviser is World Asset
Management, with offices at 480 Pierce Street, 1st Floor,
Birmingham, Michigan 48009.
The Corporation will furnish without charge a copy
of its most recent annual and semi-annual reports to
shareholders who so request in writing addressed to the
Corporation, c/o Merrill Lynch, 250 Vesey Street, North
Tower, 16th Floor, New York, New York 10281, Attention:
Jeffrey Craig. Jeffrey Craig's toll-free telephone
number is (800)_______.
The Corporation does not hold annual meetings of
shareholders and accordingly there is no specified
deadline for shareholder proposals.
By Order of the Board of Directors
David C. Gylfe
Secretary
New York, New York
November 30, 1995
