SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Ammendment 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 Rule 14a-11(c) or Rule 14a-12
IOWA PUBLIC AGENCY INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
2203 Grand Avenue
Des Moines, Iowa 50312-5338
(Address of Principal Executive Offices) (Zip Code)
Edgar H. Bittle, Esq.
Ahlers, Cooney, Dorweiler,
Haynie, Smith & Allbee, P.C.
100 Court Avenue
Des Moines, Iowa 50309
(Name and Address of Agent for Service)
Copies of all Communications to:
JOHN C. MILES, ESQ.
Cline, Williams, Wright, Johnson & Oldfather
1900 First Bank Building
Lincoln, Nebraska 68508
(402) 474-6900
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
[ ] 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.
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IOWA PUBLIC AGENCY INVESTMENT TRUST
(IPAIT)
CONSENT FORM
SOLICITED BY THE IPAIT BOARD OF TRUSTEES
The enclosed Information Statement describes how IPAIT's Investment Advisor,
Investors Management Group, will undergo a change of ownership. Investors
Management Group has served as the Investment Advisor to the IPAIT program since
IPAIT's inception in 1987. IPAIT's Board of Trustees has voted to approve the
New Advisory Agreement between IPAIT and Investors Management Group which is
substantially identical with the existing agreement. Certain regulations of the
Securities and Exchange Commission require IPAIT's participants to also consent
to the New Advisory Agreement as a result of the change in control. Each IPAIT
participant is asked to complete and return this Consent Form.
PROPOSAL
THE BOARD OF TRUSTEES OF THE IOWA PUBLIC AGENCY INVESTMENT TRUST PROPOSES THAT
THE NEW ADVISORY AGREEMENT WITH INVESTORS MANAGEMENT GROUP, AS DESCRIBED IN THE
INFORMATION STATEMENT, BE APPROVED TO BECOME EFFECTIVE AFTER THE CHANGE OF
OWNERSHIP OF INVESTORS MANAGEMENT GROUP.
Consent [ ] Do Not Consent [ ]
You may consent to this Proposal by marking the "Consent" box, signing below and
returning the Form in the enclosed envelope or by FAXing the Form to IPAIT at
1-515-244-2353 by November 17, 1997. If you sign and return this Consent Form
without marking a preference, you will be deemed to have consented. If you mark
the "Do Not Consent" box, you will be considered not to have consented. Finally,
if you take no action on this request by November 17, 1997 you will be deemed to
have consented to the Proposal on that date.
This Consent Form must be executed by an Authorized Official, that is, a person
authorized to execute this Consent Form on behalf of the IPAIT Participant.
Dated:____________________________ IPAIT Participant:_________________________
By:_______________________________ Title:_____________________________________
Authorized Official
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IOWA PUBLIC AGENCY INVESTMENT TRUST
2203 GRAND AVENUE
DES MOINES, IOWA 50312-5338
TELEPHONE (800) 798-1819
FAX (515) 244-2353
NOTICE OF PARTICIPANT CONSENT VOTE
Notice is hereby given to the participants of Iowa Public Agency Investment
Trust that a consent vote will be tabulated at the offices of Investors
Management Group, 2203 Grand Avenue, Des Moines, Iowa 50312-5338, on Monday,
November 17, 1997, at 4:30 p.m. Central Time to approve the new Investment
Advisory Agreement, as described in the Information Statement, between the Trust
and Investors Management Group, to be effective upon the completion of the
proposed merger of Investors Management Group, and AMCORE Capital Management,
Inc., the investment subsidiary of AMCORE Financial, Inc.
Participants of record at the close of business on September 30, 1997, are
entitled to vote their consent.
By order of the Trustees,
Robert Hagey, Chairperson
October 3, 1997
YOUR CONSENT IS IMPORTANT. PLEASE SIGN AND RETURN YOUR CONSENT FORM IN THE
ENCLOSED POSTAGE-PAID ENVELOPE IMMEDIATELY.
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IOWA PUBLIC AGENCY INVESTMENT TRUST
2203 GRAND AVENUE
DES MOINES, IOWA 50312-5338
TELEPHONE (800) 798-1819
FAX (515) 244-2353
INFORMATION STATEMENT
The enclosed Consent Form, which was first mailed on October 3, 1997, is
solicited by the Trustees of Iowa Public Agency Investment Trust ("IPAIT" or the
"Trust") in connection with the consent vote to be tabulated at the offices of
Investors Management Group, 2203 Grand Avenue, Des Moines, Iowa 50312-5338, on
Monday, November 17, 1997, at 4:30 p.m. Central Time. Consents may be returned
by mail or fax.
SOLICITATION OF CONSENT FORMS
The sole purpose of this Information Statement and Consent Form is to permit
each participant of the Trust to consider the New Advisory Agreement (herein
described) to take effect following the consummation of the transactions
contemplated by an Agreement and Plan of Reorganization, dated September ___,
1997 (the "Merger Agreement"), between AMCORE Financial, Inc., and Investors
Management Group, the Trust's investment advisor. Pursuant to the Merger
Agreement, the investment advisor will become a wholly owned subsidiary of
AMCORE Financial, Inc.
THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
(AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT) TO A
PARTICIPANT UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE IOWA PUBLIC
AGENCY INVESTMENT TRUST BY CALLING 1-800-798-1819 OR BY WRITING TO THE TRUST AT
2203 GRAND AVENUE, DES MOINES, IOWA 50312-5338.
VOTING RIGHTS
The Board of Trustees has fixed the close of business on September 30, 1997, as
the record date (the "Record Date") for the determination of participants of the
Trust entitled to receive notice of and to execute the consent form.
Participants signing and returning the consent form without marking a preference
will be deemed to have consented. Participants who take no action on the consent
form by November 17, 1997, will be deemed to have consented. Consent forms
returned with "Do Not Consent" marked will be considered not to have consented.
Participants who execute consent forms may revoke them at any time before they
are counted by filing with the Trust a written notice of revocation, or by
delivering a duly executed consent form bearing a later date.
The proposal set forth in the Consent Form will be adopted if more than 50% of
the outstanding participant units entitled to vote consent to, or are deemed to
consent to, its adoption.
THE INVESTMENT ADVISOR
Investors Management Group has served as the investment advisor to the Trust
since the Trust commenced investment operations in 1987. Investors Management
Group is a federally registered investment advisor organized in 1982. Since
then, its principal business has been providing continuous investment management
to pension and profit sharing plans, insurance companies, public agencies,
banks, endowments and charitable institutions, mutual funds, individuals and
others. As of August 31, 1997, Investors Management Group had approximately $1.6
billion in equity, fixed income, and money market assets under management.
Investors Management Group is also the investment advisor of Liquid Assets Fund,
Municipal Assets Fund, IMG Mutual Funds, Inc., Iowa Public Agency Investment
Trust, and sub-advisor of Capital Value Fund, Inc., and engages in certain other
activities unrelated to investment companies.
David W. Miles is President, Treasurer, and Director, and Mark A. McClurg is
Vice President, Secretary and Director of Investors Management Group. Each owns
in excess of 20 percent of the outstanding voting securities of Investors
Management Group. Senior Managing Directors of Investors Management Group and
its wholly-owned subsidiary, IMG Financial Services, Inc., are David W. Miles
and Mark A. McClurg. They intend to devote substantially all their time to the
operation of Investors Management Group. Their address is 2203 Grand Avenue, Des
Moines, Iowa 50312-5338.
THE MERGER
Pursuant to the Merger Agreement, Investors Management Group will be merged (the
"Merger") with and into AMCORE Capital Management, Inc., a wholly owned
subsidiary of AMCORE Investment Group, N.A., which is a wholly owned subsidiary
of AMCORE Financial, Inc., a publicly traded company. Investors Management Group
will be the surviving organization and will continue to be headquartered in the
historic Crawford Mansion located in Des Moines, Iowa. Following the Merger,
Investors Management Group will be a wholly owned subsidiary of AMCORE
Investment Group, N.A.
AMCORE Capital Management, Inc., is primarily known for its equity management
and is the advisor and manager of the nationally recognized AMCORE Vintage
Mutual Funds, a family of seven funds investing in stocks and bonds to meet
various investor objectives. The AMCORE Vintage Funds have received national
rankings from Morningstar, Nelson's, Investors Daily and Fortune. AMCORE
Financial, Inc., is a northern Illinois financial services holding company with
assets exceeding $3 billion.
Under the terms of the Merger Agreement, each of Investors Management Group's
common shares will be converted into _____ shares of AMCORE Financial, Inc.,
common stock. The Merger is expected to be consummated on or about December 15,
1997, and is subject to certain closing conditions, including certain regulatory
approvals and the approval of shareholders of Investors Management Group.
Investors Management Group does not anticipate any reduction in the quality of
services now provided to the Trust. In connection with the Merger, certain
officers of Investors Management Group have entered into employment agreements
with AMCORE Financial, Inc., which are intended to assure that the services of
such officers are available to Investors Management Group (and thus to the
Trust) after the Merger.
As a result of the Merger, Mr. Miles will become Chief Operating Officer and Mr.
McClurg will become Managing Director for Client Development for AMCORE
Investment Group, N.A., in addition to retaining their responsibilities with
Investors Management Group. Jay Evans, presently Chief Investment Officer of
AMCORE Capital Management, Inc., will assume that role at Investors Management
Group.
THE ADVISORY AGREEMENT
The Trustees of the Trust are proposing that participants approve a new
investment advisory agreement (the "New Advisory Agreement") between the Trust
and Investors Management Group to be effective upon consummation of the Merger.
In anticipation of the Merger, a majority of the Trustees (all of whom are
considered to be "Disinterested Trustees") approved the New Advisory Agreement
on September ___, 1997. The participants of the Trust are being asked to approve
the New Advisory Agreement.
THE CURRENT ADVISORY AGREEMENT. The existing Administrator-Advisor Agreement
(the "Current Advisory Agreement") was last approved by a majority of the
Disinterested Trustees, voting in person at a meeting called for that purpose on
October 18, 1994. The Current Advisory Agreement provides that the Advisor will
supply investment research and portfolio management, including adequate
personnel to market and supervise continuously the investment programs of the
Trust, the administration of the investment programs, and the composition of the
portfolios.
The Current Advisory Agreement provides that the Advisor shall not be liable for
any error of judgment or of law, or for any loss suffered by the Trust in
connection with any matters to which the Current Advisory Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of the Advisor in the performance of its obligations and duties, or
by reason of its reckless disregard of obligations or duties under the Current
Advisory Agreement. The Current Advisory Agreement may be terminated at any time
by either party without the payment of any penalty upon ninety (90) days written
notice, and automatically terminates in the event of its assignment.
For the fiscal year ended June 30, 1997, the Trust's Diversified Portfolio and
Direct Government Obligation Portfolio paid $675,479 and $184,323, respectively,
for services provided, under the Current Advisory Agreement.
The Trust pays all other expenses incurred in its operation including, but not
limited to, direct charges relating to the purchase and sale of its portfolio
securities, interest charges, fees and expenses of legal counsel and independent
auditors, taxes and governmental fees, expenses of regular and special meetings
of the trustees, fees and disbursements of custodians, insurance premiums,
indemnification and other expenses not expressly provided for in the Current
Advisory Agreement and any extraordinary expenses of a nonrecurring nature.
THE NEW ADVISORY AGREEMENT. The Board of Trustees approved the proposed New
Advisory Agreement between the Trust and Investors Management Group on September
___, 1997. The form of the proposed New Advisory Agreement is substantially
similar to the Current Advisory Agreement between the Trust and its respective
Advisor. There are no material differences between the Current Advisory
Agreement and the New Advisory Agreement.
The investment advisory fee as a percent of net assets payable by the Trust will
be the same under the New Advisory Agreement as under the Current Advisory
Agreement. That is, 0.230 percent of the average daily net asset value up to
$150 million, 0.185 percent of the average net asset values from $150 million to
$300 million, and 0.140 percent of the average daily net assets exceeding $300
million for each of the portfolios, plus 0.10 percent of the average daily net
asset value up to $250 million for program support fees. If the investment
advisory fee under the New Advisory Agreement had been in effect for the Trust's
most recently completed fiscal year, contractual advisory fees payable to the
Advisor by the Trust would have been identical to those payable under the
Current Advisory Agreement.
In connection with approving the New Advisory Agreement, the Trustees held a
special meeting on September ___, 1997. At this meeting, the Trustees considered
the possible effects of the Merger upon the Trust and Investors Management Group
and its ability to provide investment advisory services with respect to the
Trust. In evaluating the New Advisory Agreement, the Trustees took into account
that the Trust's Current Advisory Agreement and the New Advisory Agreement,
including the terms relating to the services to be provided thereunder by the
Advisor and the fees and expenses payable by the Trust are identical. The
Trustees considered the skills and capabilities of the Advisor and the
representation that no material change was planned in the current management or
facilities of the Advisor as a result of the Merger. The Trustees considered the
continued employment of members of senior management of the Advisor pursuant to
future employment contracts to be important to help assure the continuity of the
personnel primarily responsible for maintaining the quality of investment
advisory and other services for the Trust. The Trusts considered the possible
benefits the Advisor may receive as a result of the Merger.
The Trustees, all of whom are Disinterested Trustees, concluded that if the
Merger occurs, entry by the Trust into a New Advisory Agreement would be in the
best interest of the Trust and the participants of the Trust. The Board of
Trustees unanimously approved the New Advisory Agreement for the Trust and
recommended such agreement for approval by the participants of the Trust. The
New Advisory Agreement will take effect upon the later to occur of (i) the
obtaining of participant consent or (ii) the closing of the Merger. The New
Advisory Agreement will continue in effect until September 1999 and thereafter
for successive annual periods as long as such continuance is approved in
accordance with the 1940 Act. In the event that participants of the Trust do not
approve the New Advisory Agreement and the Merger is consummated, the Board of
Trustees would be forced to seek investment advisory services from another
advisory organization. In the event the Merger is not consummated, the Advisor
would continue to serve as investment advisor of the Trust pursuant to the terms
of the Current Advisory Agreement.
