SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[ ] Preliminary proxy statement [ ] Confidential, for use of the
Commission only (as permitted
by Rule 14a-6(e)(2)).
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
KEELEY Small Cap Value Fund, 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 Registrant)
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) 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.
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[ ] 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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KEELEY SMALL CAP
VALUE FUND, INC.
----------------
ANNUAL
MEETING OF
SHAREHOLDERS
AND PROXY
STATEMENT
MARCH 9, 1999
MARCH 9, 1999
DEAR SHAREHOLDER:
We cordially invite you to attend the Annual Meeting of Shareholders of KEELEY
Small Cap Value Fund, Inc. on Tuesday, May 11, 1999. At this meeting, we will
vote on six directors, four of whom are now directors of the Fund, and two of
whom will be new additions to our board. We will also vote on approval of the
Board's selection of independent accountants. We ask you to read the enclosed
information carefully, and vote your shares.
In order to pass the proposals, we must have a majority of the shares
represented in person or by proxy at the meeting. If you sign and promptly
return your proxy, you will help reduce the expense involved in this
solicitation. If you have any questions, please call us at 1-800-533-5344.
Sincerely,
/s/ John L. Keeley, Jr.
John L. Keeley, Jr., President
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
KEELEY Small Cap Value Fund, Inc.
401 S. LaSalle Street, Suite 1201
Chicago, Illinois 60605
March 9, 1999
An Annual Meeting of Shareholders of KEELEY Small Cap Value Fund, Inc. (the
"Fund"), a Maryland corporation, will be held on Tuesday, May 11, 1999, at 3:30
p.m., Central Time, at the Union League Club of Chicago, 65 W. Jackson Blvd.,
Room 820, Chicago, Illinois. The following matters will be acted upon at that
time:
1. To elect six directors to serve on the Fund's Board of Directors; and
2. To ratify or reject the selection of the firm of PricewaterhouseCoopers LLP,
as the independent accountants for the Fund's current fiscal year; and
3. To transact such other business as may properly come before the meeting and
any adjournments thereof.
Only shareholders of record of common stock at the close of business on March 9,
1999, are entitled to notice of, and to vote at, this meeting or any adjournment
thereof.
THE BOARD OF THE FUND RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH PROPOSAL.
Mary A. Ferrari
Secretary
KEELEY SMALL CAP VALUE FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 11, 1999
PROXY STATEMENT
This document gives you information you need in order to vote on the matters
coming before the Annual Meeting of KEELEY Small Cap Value Fund, Inc. (the
"Fund") and is furnished in connection with the solicitation of proxies by the
Fund, a Maryland corporation. If you have any questions, please feel free to
call us toll-free, 1-800-533-5344.
WHO IS ASKING FOR MY VOTE?
The Board of the Fund has asked that you vote on the matters listed in the
Notice of Annual Meeting of Shareholders. The votes will be formally counted at
the Annual Meeting on Tuesday, May 11, 1999, and if the Annual Meeting is
adjourned, at any later meeting. You may vote in person at the Annual Meeting,
or by returning your completed Proxy Card in the postage-paid envelope provided.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on March 9, 1999 (the "Record
Date") are notified of the meeting and are entitled to vote. The Notice of
Annual Meeting, the Proxy Card and the Proxy Statement were mailed to
shareholders of record on or about March 15, 1999.
Shareholders are entitled to one vote for each full share and a proportionate
vote for each fractional share of the Fund they held as of March 9, 1999. Under
Maryland law, shares owned by two or more persons (whether as joint tenants,
cofiduciaries, or otherwise) will be voted as follows, unless a written
instrument or court order providing to the contrary has been filed with the
Fund: (1) if only one votes, that vote will bind all; (2) if more than one
votes, the vote of the majority will bind all; and (3) if more than one votes
and the vote is evenly divided, the vote will be cast proportionately.
WHAT ARE SHAREHOLDERS BEING ASKED TO VOTE ON?
At a meeting held on February 9, 1999, the Board of the Fund, including the
independent directors, unanimously approved submitting two proposals to the
shareholders. Those were the election of six directors for the Fund, and the
ratification of the Board's selection of PricewaterhouseCoopers LLP as the
Fund's independent accountants for the current fiscal year.
HOW CAN I GET MORE INFORMATION ABOUT THE FUND?
A copy of the Fund's most current shareholder report was mailed to all
shareholders of record at the close of business for the Fund's fiscal period-
end. If you would like to receive additional copies of any report, please
contact the Fund by calling, toll-free, at 1-888-933-5391; writing to 401 South
LaSalle Street, Suite 1201, Chicago, Illinois 60605; or contacting the Fund
through our website at www.keeleyfunds.com. All copies are provided free of
charge.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
WHO ARE THE NOMINEES FOR DIRECTOR?
The Board has proposed a slate of the six persons listed below for election as
director, each to hold office until the next annual meeting (if any) or until
his successor is duly elected and qualified. Four of the nominees are currently
members of the present Board of Directors of the Fund and have served in that
capacity since originally elected or appointed. Two of the nominees, Messrs.
Klingenberger and Lowry, currently are not directors of the Fund.
A shareholder using the enclosed Proxy Card can vote for all or any of the
nominees or withhold his or her vote from all or any of such nominees. If the
Proxy Card is properly executed but unmarked, it will be voted for all of the
nominees. Each of the nominees has agreed to serve as director if elected;
however, should any nominee become unable or unwilling to accept nomination or
election, the persons named in the proxy will exercise their voting power in
favor of such other person or persons as the Board of the Fund may recommend.
There are no family relationships among these nominees.
<TABLE>
<CAPTION>
NOMINEES TO FUND'S BOARD OF DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------
Name and Age Principal Year first elected Fund Shares Percent
Occupations <F1> or appointed to owned, directly or of class
Fund Board indirectly, as of
1/31/99
- ---------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
John L. Keeley, Jr.<F2> President and Treasurer of
58 Keeley Asset Management
Corp. and Keeley
Investment Corp. 1993 305,758 12.54%
- ---------------------------------------------------------------------------------------------------------------------------------
John F. Lesch Attorney, Nisen &
58 Elliott, a partnership 1993 5,977 <F3>
- ---------------------------------------------------------------------------------------------------------------------------------
John G. Kyle Owner and operator, Shell Oil
57 Service Stations and
Gasoline Distributor 1993 11,152 <F3>
- ---------------------------------------------------------------------------------------------------------------------------------
Elwood P. Walmsley Director of Sales,
58 Miles Laboratories 1996 2,124 <F3>
- ---------------------------------------------------------------------------------------------------------------------------------
Jerome J. Klingenberger Vice President-Finance of Grayhill,
43 Inc. (electromechanical switches
and wireless radio products) - 1,304 <F3>
- ---------------------------------------------------------------------------------------------------------------------------------
Sean W. Lowry Executive Vice President of
45 LaSalle-Pacor Mortgage Group
(mortgage banking) - 0 <F3>
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<F1> Unless otherwise indicated, each of the persons listed has held his
position for at least 5 years.
<F2> An "interested person" of the Fund.
<F3> Less than 1%
WHAT ARE THE PRIMARY RESPONSIBILITIES OF THE FUND'S BOARD MEMBERS?
They are responsible for the general oversight of the Fund's business and for
assuring that the Fund is managed in the best interests of its shareholders. The
directors periodically review the performance, expenses and service providers of
the Fund based on reports provided by Keeley Asset Management Corp. (the Fund's
investment adviser), Keeley Investment Corp. (the Fund's distributor), Sunstone
Financial Group, Inc. (the Fund's administrator), auditors and legal counsel.
HOW OFTEN DOES THE BOARD MEET?
The Board of Directors of the Fund held four meetings during fiscal year 1998,
and each director standing for reelection attended all of those meetings. The
Board of Directors has held two meetings so far during fiscal year 1999, and
each director standing for reelection has attended all of the meetings. The
Board does not have any committees.
WHAT ARE THE DIRECTORS PAID FOR THEIR SERVICES TO THE FUND?
The independent, or noninterested, directors of the Fund receive a fee of $500
for each meeting attended. The independent directors of the Fund do not receive
any pension or retirement benefits from the Fund or the adviser. Mr. Keeley is
considered an "interested person" of the Fund and therefore he is not entitled
to compensation or benefits from the Fund for his service as director of the
Fund. The following table sets forth amounts paid to directors during fiscal
year 1998.
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Name of Person, Position Aggregate Pension or Estimated Total
Compensation Retirement Annual Compensation
from the Benefits Benefits from Fund
Fund Accrued As upon
Part of Retirement
Fund Expense
- --------------------------------------------------------------------------------
John L. Keeley, Jr, Director $0 $0 $0 $0
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John F. Lesch, Director $2,000 $0 $0 $2,000
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John G. Kyle, Director $2,000 $0 $0 $2,000
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Elwood P. Walmsley, Director $2,000 $0 $0 $2,000
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Michael J. O'Brien, Director $1,500 $0 $0 $1,500
- --------------------------------------------------------------------------------
WHAT VOTE IS REQUIRED TO ELECT THE DIRECTORS?
A plurality of the votes of Fund cast at the meeting is sufficient to approve
the election of a director. The Board of Directors recommends that shareholders
vote for all of the proposed nominees.
PROPOSAL NO. 2 - RATIFICATION OF THE
SELECTION OF INDEPENDENT ACCOUNTANTS
The selection by the Board of Directors of the firm of PricewaterhouseCoopers
LLP, as the independent accountants for the Fund for their current fiscal year
(which ends on September 30, 1999) is to be submitted for ratification or
rejection by the shareholders at the Annual Meeting. The firm of
PricewaterhouseCoopers LLP, has served the Fund as independent accountants since
the Fund's inception. The independent accountants have advised the Fund that
they have no direct or material indirect financial interest in the Fund.
Representatives of the firm of PricewaterhouseCoopers LLP, are expected to be
present at the Annual Meeting and will be available to make a statement, if they
desire to do so, and to respond to appropriate questions which the shareholders
may wish to address to them.
What vote is required to ratify the Fund's selection of independent accountants?
Approval of the proposal requires an affirmative vote by a majority of the
shares cast at the meeting of the Fund in person or by proxy. The Board of
Directors recommends that shareholders vote for the proposal.
FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING
WHAT IS THE REQUIRED QUORUM?
To hold the meeting, a majority of the Fund's shares entitled to be voted must
have been received by proxy or be present at the meeting. In the event that a
quorum is present but sufficient votes in favor of one or more of the proposals
are not received by the meeting date, the persons named as proxies may propose
one or more adjournments to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of the shares
present in person or by proxy at the meeting to be adjourned. The persons named
as proxies will vote in favor of such adjournment if they determine that
additional solicitation is reasonable and in the interests of the Fund's
shareholders.
HOW ARE THE VOTES COUNTED?
The individuals named as proxies (or their substitutes) on the enclosed Proxy
Card (or cards, if you have multiple accounts) will vote according to your
directions if your proxy is received properly executed. You may direct the
proxy holders to vote your shares on a proposal by checking the appropriate box
"FOR" or "AGAINST," or instruct them not to vote those shares on the proposal by
checking the "ABSTAIN" box. Alternatively, you may simply sign, date and return
your Proxy Card(s) with no specific instructions as to the proposals. IF YOU
PROPERLY EXECUTE YOUR PROXY CARD AND GIVE NO VOTING INSTRUCTIONS WITH RESPECT TO
A PROPOSAL, YOUR SHARES WILL BE VOTED FOR THE PROPOSAL.
Abstentions and "broker non-votes" (as defined below) are counted for purposes
of determining whether a quorum is present for purposes of convening the
meeting. "Broker non-votes" are shares held by a broker or nominee for which an
executed proxy is received by the Fund but are not voted as to one or more
proposals because instructions have not been received from the beneficial owners
or persons entitled to vote, and the broker or nominee does not have
discretionary voting power. Since the proposals to be presented at this meeting
must be approved by a percentage of votes cast, abstentions and broker non-votes
will not be counted as "votes cast" on the proposal and will have no effect on
the result of the vote. In the case of a proposal which must be approved by a
percentage of voting securities present at the meeting or a majority of the
Fund's outstanding shares, abstentions and broker non-votes will be considered
to be voting securities that are present and will have the effect of being
counted as votes against the proposal.
CAN ADDITIONAL MATTERS BE ACTED UPON AT THE ANNUAL MEETING?
The management of the Fund knows of no other business which may come before the
meeting. However, if any additional matters are properly presented at the
meeting, it is intended that the persons named in the enclosed proxy, or their
substitutes, will vote on such matters in accordance with their judgment.
HOW CAN PROXIES BE RECORDED?
You may record your votes on the Proxy Card enclosed with this statement and
mail it in the postage-paid envelope provided.
HOW CAN PROXIES BE SOLICITED, AND WHO PAYS FOR THE COSTS INVOLVED?
Directors and officers of the Fund, and employees of the Fund's investment
adviser, Keeley Asset Management Corp. may solicit proxies by mail, in person,
or by telephone. The Fund may hire a proxy solicitor, or pay the transfer
agent, to assist in soliciting proxies, the cost of which will be paid by the
Fund.
The costs of the meeting, including the solicitation of proxies, will be paid by
the Fund. To ensure that sufficient shares of common stock are represented at
the meeting to permit approval of the proposals outlined in the Proxy Statement,
the Fund may retain the services of a proxy solicitor to assist it in soliciting
proxies for a fee plus reimbursement of out-of-pocket expenses. Securities
brokers, custodians, fiduciaries and other persons holding shares as nominees
will be reimbursed, upon request, for their reasonable expenses in sending
solicitation materials to the principals of the accounts.
The approximate date on which this Proxy Statement and Proxy Card are first
being mailed to shareholders is March 15, 1999.
CAN I CHANGE MY VOTE AFTER I MAIL MY PROXY?
Yes. Any proxy may be revoked at any time before it is voted by filing a
written notice of revocation with the Fund, by delivering a properly executed
proxy bearing a later date, or by attending the meeting and voting in person.
IS THE FUND REQUIRED TO HOLD ANNUAL SHAREHOLDER MEETINGS?
Generally, no. Under Maryland law, the Fund is not required to hold annual
shareholder meetings. The Fund has decided to take advantage of these Maryland
law provisions to avoid the significant expense associated with holding annual
meetings, including legal, accounting, printing and mailing fees incurred in
preparing proxy materials. Accordingly, no annual meetings shall be held in any
year in which a meeting is not otherwise required to be held by the Investment
Company Act of 1940 unless the Board determines otherwise. However, special
meetings will be held in accordance with applicable law or when otherwise
determined by the Fund's Board.
If a shareholder wishes to present a proposal to be included in the Proxy
Statement for the next shareholder meeting, the proposal must be submitted in
writing and received by Mary Ferrari, Secretary of the Fund, within a reasonable
time before the Fund begins to print and mail its proxy materials.
GENERAL INFORMATION ABOUT THE FUND
WHO ARE THE FUND'S CHIEF EXECUTIVE OFFICER AND COMPENSATED EXECUTIVE OFFICERS?
John L. Keeley, Jr. is the president of the Fund, and its chief executive
officer. Neither Mr. Keeley, nor any other officer, receives any employment
compensation from the Fund. However, the Fund does pay advisory fees to Keeley
Asset Management Corp., and front-end sales loads, commissions on trades of Fund
securities and 12b-1 fees to Keeley Investment Corp., the Fund's Distributor.
Mr. Keeley owns Keeley Asset Management Corp. and Keeley Investment Corp.
WHO IS THE FUND'S INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR?
Keeley Asset Management Corp. serves as the the Fund's investment adviser and
Keeley Investment Corp. acts as the Fund's distributor or principal underwriter.
The address of both Keeley Asset Management Corp. and Keeley Investment Corp.
are both 401 South LaSalle Street, Suite 1201, Chicago, IL 60605. Each of these
companies is wholly owned by John L. Keeley, Jr. The Fund's administrator is
Sunstone Financial Group, Inc. Sunstone's address is 207 East Buffalo Street,
Milwaukee, WI 53202.
WHAT DID THE FUND PAY TO ITS INVESTMENT ADVISER AND PRINCIPAL UNDERWRITER LAST
YEAR?
During the fiscal year ended September 30, 1998, the Fund incurred $308,025 in
advisory fees to its adviser. The Fund paid to its distributor $565,499 in
front-end sales commissions. The distributor paid $358,754 of those front-end
sales commissions to dealers as sales concessions. During that same period, the
distributor received $92,801 in commissions with respect to transactions in Fund
securities and $49,520 as 12b-1 fees.
WHAT IS THE SHARE OWNERSHIP OF THE FUND?
At March 9, 1999, there were 2,333,982 shares of common stock of the Fund issued
and outstanding.
WHO ARE THE PRINCIPAL HOLDERS OF THE FUND'S SHARES?
The following table sets forth the persons owning more than 5% of the Fund's
outstanding common stock as of January 31, 1999.
- --------------------------------------------------------------------------------
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Holder Beneficial Ownership Class
- --------------------------------------------------------------------------------
Common Stock John L. Keeley, Jr. 305,758 shares 12.54%
401 S. LaSalle Street,
Suite 1201
Chicago, IL 60605
- --------------------------------------------------------------------------------
HOW MANY FUND SHARES DO THE MEMBERS OF MANAGEMENT OWN?
The following table sets forth the shares of the Fund owned beneficially by all
of the directors and the President of the Fund as a group as of January 31,
1999:
- --------------------------------------------------------------------------------
Title of Name of Amount and Nature of Percent of
Class Beneficial Holder Beneficial Ownership Class
- --------------------------------------------------------------------------------
Common Stock All directors and
officers as a group 280,506 shares 11.51%
- --------------------------------------------------------------------------------
WHO ARE THE DIRECTORS OF KEELEY ASSET MANAGEMENT CORP.?
The Fund's investment adviser is Keeley Asset Management Corp., 401 South
LaSalle Street, Suite 1201, Chicago, IL 60605. The principal executive officer
of Keeley Asset Management Corp. is John L. Keeley, Jr., who is also its only
director. Mr. Keeley's address is the same as the Fund's address and Keeley
Asset Management Corp.'s address.
Appendix
PROXY CARD
KEELEY SMALL CAP VALUE FUND, INC. ("FUND")
Meeting time and date May 11, 1999 - 3:30 p.m. central time
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
By my signature below, I appoint John L. Keeley, Jr. and Mary A. Ferrari, and
each of them, as proxies to vote all Fund shares that I am entitled to vote at
the Annual Meeting of Shareholders to be held at the Union League Club of
Chicago, 65 W. Jackson Blvd., Room 820, Chicago, Illinois, on May 11, 1999, at
3:30 p.m., CT and at any adjournments of the meeting. Any one or more of Mr.
Keeley or Ms. Ferrari may vote the shares designated below, and they may appoint
substitutes to vote the shares designated below on their behalf. I instruct Mr.
Keeley and Ms. Ferrari to vote this proxy as specified and I revoke any previous
proxies that I have executed. I acknowledge receipt of the Fund's Notice of
Annual Meeting of Shareholders and proxy statement.
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
Date_____________________ ___________________________
___________________________
NOTE: Please sign exactly as your name appears on this proxy. Joint owners
should each sign personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized
officer who should state his or her title.
Please refer to the Proxy Statement discussion of these proposals. THE PROXY
WILL BE VOTED FOR THE PROPOSALS, INCLUDING ALL OF THE NOMINEES FOR DIRECTORS, IF
YOU DO NOT SPECIFY OTHERWISE. Your appointed attorneys will vote any other
matters that arise at the meeting in accordance with their best judgment. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX(ES) BELOW.
1. To elect the directors listed below:
John L. Keeley, Jr.
John F. Lesch
John G. Kyle
Elwood P. Walmsley
Jerome J. Klingenberger
Sean W. Lowry
FOR ALL FOR ALL WITHHOLD
NOMINEES [ ] EXCEPT [ ] AUTHORITY [ ]
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND WRITE THAT NOMINEE(S) NAME ON THE LINE BELOW. YOUR
SHARES WILL BE VOTED FOR THE REMAINING NOMINEES.
2. To ratify the appointment of PricewaterhouseCoopers LLP, as independent
accountants for the Fund for its current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
