SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Ammendment No. ____ )
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[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 SCHOOLS JOINT 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 SCHOOLS JOINT INVESTMENT TRUST (ISJIT)
CONSENT FORM
SOLICITED BY THE ISJIT BOARD OF TRUSTEES
The enclosed Consent Request Statement describes how ISJIT's Investment Advisor,
Investors Management Group, will undergo a change of ownership. Investors
Management Group has served as Investment Advisor to ISJIT since ISJIT's
inception in 1987. ISJIT's Board of Trustees has voted to approve the New
Advisory Agreement between ISJIT and Investors Management Group which is
substantially identical with the existing agreement. Certain regulations of the
Securities and Exchange Commission require ISJIT's participants to also consent
to the New Advisory Agreement. Each ISJIT participant is asked to complete and
return this Consent Form.
PROPOSAL
THE BOARD OF TRUSTEES OF THE IOWA SCHOOLS JOINT INVESTMENT TRUST, PURSUANT TO
THE JOINT POWERS AGREEMENT AND DECLARATION OF TRUST, VOTED ON OCTOBER 14, 1997
TO APPROVE THE NEW ADVISORY AGREEMENT WITH INVESTORS MANAGEMENT GROUP, AS
DESCRIBED IN THE CONSENT REQUEST STATEMENT, AND RECOMMENDS THAT EACH PARTICIPANT
GIVE THEIR CONSENT TO RETAIN INVESTORS MANAGEMENT GROUP PURSUANT TO THE NEW
ADVISORY AGREEMENT.
CONSENT [ ] DO NOT CONSENT [ ]
You will be deemed to have consented to the Proposal if you do any of the
following:
1) MARK THE "CONSENT" BOX, sign below and return this Form in the
enclosed envelope or fax the Form to ISJIT at 1-515-244-2353 by
3:00 p.m., November 14, 1997;
2) SIGN AN UNMARKED FORM and return the Form in the enclosed envelope
or fax to ISJIT at 1-515-244-2353 by 3:00 p.m., November 14, 1997;
or
3) TAKE NO ACTION by the 3:00 p.m., November 14, 1997 deadline.
To withhold your consent, you must MARK THE "DO NOT CONSENT" BOX, sign below,
and return this Form in the enclosed envelope or fax the Form to ISJIT at
1-515-244-2353 by 3:00 p.m., November 14, 1997.
The Board of Trustees will meet at 4:00 p.m. at the Marriott Hotel in Des
Moines, Iowa, November 18, 1997, to tabulate Consents and take final action on
the Proposal.
This Consent Form must be executed by an Authorized Official -- that is, a
person authorized to execute this Consent Form on behalf of the ISJIT
Participant.
Dated: ____________________________ ISJIT Participant: ________________________
By: _______________________________ Title: ____________________________________
Authorized Official
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IOWA SCHOOLS JOINT INVESTMENT TRUST
2203 GRAND AVENUE
DES MOINES, IOWA 50312-5338
TELEPHONE (800) 872-0140
FAX (515) 244-2353
NOTICE OF PARTICIPANT CONSENT VOTE
Notice is hereby given to the participants of Iowa Schools Joint Investment
Trust ("ISJIT"), that a consent vote will be tabulated at the offices of
Investors Management Group, 2203 Grand Avenue, Des Moines, Iowa 50312-5338, on
Friday, November 14, 1997, at 3:00 p.m. Central Time to approve the New
Investment Advisory Agreement, as described in the Consent Request Statement,
between ISJIT and Investors Management Group, to be effective upon the
completion of the proposed merger of Investors Management Group with IMG
Acquisition, Inc., a subsidiary of AMCORE Financial, Inc.
Participants of record at the close of business on October 20, 1997, are
entitled to vote their consent.
By order of the Trustees,
Don Williams, Chairperson
October 14, 1997
YOUR CONSENT IS IMPORTANT. PLEASE SIGN AND RETURN YOUR CONSENT FORM IN THE
ENCLOSED POSTAGE-PAID ENVELOPE IMMEDIATELY.
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IOWA SCHOOLS JOINT INVESTMENT TRUST
2203 GRAND AVENUE
DES MOINES, IOWA 50312-5338
TELEPHONE (800) 872-0140
FAX (515) 244-2353
CONSENT REQUEST STATEMENT
The enclosed Consent Form, which was first mailed on October 14, 1997, is
solicited by the Trustees of Iowa Schools Joint Investment Trust ("ISJIT" 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
Friday, November 14, 1997, at 3:00 p.m. Central Time. Consents may be returned
by mail or fax.
SOLICITATION OF CONSENT FORMS
The sole purpose of this Consent Request 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 By and Among AMCORE
Financial, Inc., IMG Acquisition, Inc., Investors Management Group, David W.
Miles, and Mark A. McClurg, dated September 30, 1997 (the "Merger Agreement).
Pursuant to the Merger Agreement, Investors Management Group 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
SCHOOLS JOINT INVESTMENT TRUST BY CALLING 1-800-872-0140 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 October 20, 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 14, 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 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 1986. 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
directly owns 50% of the outstanding Class A voting securities of Investors
Management Group and the IMG ESOP owns 100% of the outstanding ESOP voting
securities. David W. Miles owns an additional 13% of the total outstanding
voting securities beneficially through the ESOP and Mark A. McClurg beneficially
owns an additional 5% of the total outstanding voting securities. Mr. Miles and
Mr. McClurg 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, IMG Acquisition, Inc., will be merged with and
into Investors Management Group, and Investors Management Group will become a
wholly owned subsidiary of AMCORE Financial, Inc., (the "Merger"). Investors
Management Group will be the surviving organization and will continue to be
headquartered in the historic Crawford Mansion located in Des Moines, Iowa.
AMCORE Financial, Inc., is a publicly traded northern Illinois financial
services holding company with assets exceeding $3.5 billion. AMCORE Financial,
Inc., presently owns an investment advisory firm called AMCORE Capital
Management, which is primarily known for its equity management. AMCORE Capital
Management is the advisor to the nationally recognized AMCORE Vintage Mutual
Funds, a family of seven funds investing in stocks and bonds to meet various
investor objectives.
Under the terms of the Merger Agreement, each of Investors Management Group's
ESOP shares will be converted into the right to receive 2.0038 shares of AMCORE
Financial, Inc., common stock and each of Investors Management Group's Class A
common share will be converted into (i) the right to receive 0.9808 shares of
AMCORE Financial, Inc., common stock and (ii) the contingent right to receive
additional AMCORE shares based on certain performance benchmarks in 1998, 1999
and 2000 with the shares issued in 1999, 2000 and 2001. 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. As a condition of the Merger, certain
officers of Investors Management Group have agreed to enter 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., a trust subsidiary owned by AMCORE Financial, Inc., 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 consent to 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 October 14, 1997. The participants of the Trust are being asked to approve
the New Advisory Agreement.
THE CURRENT ADVISORY AGREEMENT. The existing 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 May 14, 1996.
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 $229,061 and $38,004, 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 October
14, 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, 0.15 percent of average daily net assets up to $150 million
and 0.125 percent of average daily net assets exceeding $150 million, plus 0.10
percent of average daily net assets of the Trust's Diversified Portfolio for
program support fees. If 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 October 14, 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 2000, 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.
This Consent Request Statement has been prepared by Investors Management Group
which has represented that it fairly and accurately presents the information
required to be set forth herein. Neither the Trustees nor Trust counsel have
made an independent review of the merger and have relied upon the
representations of Investors Management Group.
