SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ] Filed by a Party other than the Registrant [ X ]
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 Sec. 240.14a-11(c) or
Sec. 240.14a-12
Old Westbury Funds, Inc.
(Name of Registrant as Specified In Its Charter)
Federated Investors
(Name of Person(s) Filing Proxy Statement, if other than the 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)(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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy 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. 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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OLD WESTBURY FUNDS, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 9, 1998
A Special Meeting of the shareholders of Old Westbury Funds, Inc. (the
"Fund"), comprised of two portfolios, Old Westbury Growth Opportunity Fund and
Old Westbury International Fund (individually referred to as the "Portfolio" or
collectively as the "Portfolios"), will be held at the Fund's principal offices
on the 19th Floor of Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh,
Pennsylvania 15222-3779, at 2:00 p.m. (Eastern time), on February 9, 1998, for
the following purposes:
(1) TO ELECT THREE DIRECTORS;
(2) TO RATIFY OR REJECT THE SELECTION OF DELOITTE & TOUCHE LLP
AS INDEPENDENT AUDITORS FOR THE FUND; AND
(3) TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.
Only shareholders of record at the close of business on December 2, 1997,
are entitled to notice of, and to vote at the meeting.
By Order of the Directors
C. Grant Anderson
Secretary
December 15, 1997
SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY TO AVOID ADDITIONAL EXPENSE.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWNED ON THE
RECORD DATE. YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE
OF SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY
RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO ATTEND THE
MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO
THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING.
THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
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1
OLD WESTBURY FUNDS, INC.
Federated Investors Tower
Pittsburgh, PA 15222-3779
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board") of Old Westbury Funds, Inc. (the "Fund"). The proxies will be voted at
the special meeting of shareholders of the Fund to be held on February 9, 1998,
at the offices of the Fund, Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779 (such special meeting and any adjournment or postponement thereof are
referred to as the "Special Meeting"). The proxy is revocable at any time before
it is voted by sending written notice of the revocation (which must be signed,
and be received prior to the Special Meeting to be effective) to the Fund, by
signing another proxy at a later date, or by appearing personally at the Special
Meeting.
The cost of preparing and mailing the notice of meeting, this proxy statement,
proxy card and any additional proxy material has been or is to be borne by the
Fund. Proxy solicitations will be made primarily by mail, but may also be made
by telephone, telegraph, or personal interview conducted by certain officers or
employees of the Fund, Fundamental Shareholder Services, Inc. (the Fund's
transfer agent) or of Federated Administrative Services (the Fund's
administrator). In the event that a shareholder signs, dates, and returns the
proxy ballot but does not indicate a choice as to an item on the proxy ballot,
the proxy attorneys will vote those shares in favor of such proposal.
The purposes of the Special Meeting are set forth in the accompanying Notice of
Special Meeting of Shareholders. The Directors know of no business other than
that mentioned in the Notice that will be presented for consideration at the
Special Meeting. Should other business properly be brought before the Special
Meeting, proxies will be voted in accordance with the best judgment of the
persons named as proxies. This Proxy Statement and the enclosed proxy card are
expected to be mailed on or about December 15, 1997, to shareholders of record
at the close of business on December 2, 1997 (the "Record Date").
On the Record Date, the Fund had outstanding 192,366.968 shares of common stock
("Shares"), each Share being entitled to one vote. The total outstanding Shares
of the Portfolios entitled to vote are as follows: Old Westbury Growth
Opportunity Fund, 49,223.532 Shares and Old Westbury International Fund,
143,143.436 Shares. Only shareholders of record at the close of business on the
Record Date will be entitled to notice of and vote at the Special Meeting.
Holders of one-third of the total number of outstanding shares of the Fund,
present in person or by proxy, shall be required to constitute a quorum at the
Special Meeting for the purpose of electing Directors and ratifying the
selection of Independent Auditors, although more than one-third of the
outstanding Shares may be required to be present to approve a particular issue.
Shares of both of the Portfolios comprising the Funds will be voted as a single
group of Shares on the election of Directors and the ratification of the
selection of Independent Auditors.
As of the Record Date, all Directors and officers as a group owned less
than 1% of each Portfolio's outstanding shares. At the close of business on the
Record Date, the following persons owned, to the knowledge of management, more
than 5% of the outstanding shares of the Fund: Bessemer Trust Company, 100
Woodbridge Center Drive, Woodbridge, New Jersey 07095-1191, acting in various
capacities for numerous accounts, was owner of record of 98.37% of the
outstanding shares of the Old Westbury Growth Opportunity Fund and 94.03% of the
outstanding shares of the Old Westbury International Fund, under the nominee
name Naidot & Co.
A plurality of votes cast at the Special Meeting is required for the election of
Directors. The favorable vote of a majority, as defined in the Investment
Company Act of 1940 (the "1940 Act"), of the outstanding voting securities of
the Fund is required for ratification of the selection of Independent Auditors.
The vote of shareholders of a majority (as so defined in the 1940 Act) of
outstanding securities means (a) the vote of the holders of 67% or more of the
shares present at the meeting, if the holders of 50% or more of the outstanding
voting securities of the Fund are present or represented by proxy, or (b) the
vote of the holders of more than 50% of the outstanding shares, whichever is
less.
For purposes of determining the presence of a quorum and counting votes on the
matters presented, shares represented by abstentions and will be counted as
present. Under the Fund's Articles of Incorporation, the vote will be determined
on the basis of a percentage of votes cast at the Special Meeting. Under the
1940 Act, the affirmative vote necessary to approve the proposals is determined
with reference to a percentage of votes present at the Special Meeting, which
will have the legal effect of treating abstentions as if they were votes against
the proposal. Further, the proposals are considered "discretionary" and brokers
that are record or nominee holders of shares of the Fund who have received no
instructions from their clients have discretion to vote on these matters. Absent
voting by particular beneficial owners of such shares, such "broker non-votes"
will be considered as votes cast in determining the outcome of the proposals.
The Fund will furnish, without charge, a copy of the Fund's annual report,
which includes audited financial statements for the fiscal year ended October
31, 1997, to any shareholder of record upon request. Requests for an annual
report should be directed to the Fund's principal executive offices located at
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 or by calling
toll-free 1-800-607-2200.
ELECTION OF DIRECTORS
At the Special Meeting, shareholder votes will be taken on the election of
Robert M. Kaufman, Howard D. Graves and Eugene P. Beard as Directors of the Fund
to hold office until the election and qualification of their successors. Mr.
Kaufman was initially elected a Director of the Fund by the shareholders of the
Fund on October 12, 1993. Mr. Graves was initially appointed a Director of the
Fund on October 18, 1996, to fill the vacancy created by the resignation of
Philip W. Coolidge from the Board of the Fund. Both Messrs. Kaufman and Graves
are currently serving as Directors and each has consented to continue to serve
if elected. Mr. Beard was nominated for election as a Director on November 13,
1997, to serve in place of J. Kevin Kenny, who is not standing for re-election
at the Special Meeting. Mr. Beard has consented to serve if elected at the
Special Meeting. Shares of both Portfolios comprising the Fund will be voted as
a single group of Shares on the election of Directors. Messrs. Kaufman, Graves
and Beard will be elected by a plurality of votes cast at the Special Meeting.
Following is information regarding Messrs. Kaufman, Graves and Beard:
Name and Position Principal Occupation During the Past Five
with the Fund Years, Age
Affiliation and Address
Robert M. Kaufman Partner, Proskauer Rose LLP. (Since 1961). 66
Chairman of the 1585 Broadway, New York, NY 10036
Board and Director
Howard D. Graves Director, Chairman of the Board, Recycling 57
Director Holdings, Inc. (since 1996); Director,
Recycling Holdings, Inc. (from 1995 to 1996);
and Superintendent, United States Military
Academy, West Point, New York (Lieutenant
General, U.S. Army from 1991 to 1996).
2101 Kings Mill Court, Falls Church, VA 22403
Eugene P. Beard Vice Chairman - Finance and Operations, The 60
Nominee for Interpublic Group of Companies, Inc. (since
election as 1980).
Director 1271 Avenue of the Americas, New York, NY
10020
Following is information regarding J. Kevin Kenny, who is currently a
Director of the Fund. Mr. Kenny is not standing for re-election at the Special
Meeting and will, upon the election of Mr. Beard, cease to be a Director of the
Fund. Accordingly, assuming the shareholders approve the election of Messrs.
Kaufman, Graves and Beard at the Special Meeting, the Board of the Fund
following the Special Meeting will consist of Messrs. Kaufman, Graves and Beard.
Name and Position Principal Occupation During the Past Five
with the Fund Years, Age
Affiliation and Address
J. Kevin Kenny President and Chief Executive Officer, 60
Director Christina Holdings, Inc. (since June 1995);
Principal, Real Estate Investments (since
1992); President and Chief Executive Officer,
J. J. Kenny Co., Inc. (from 1961 to 1992).
2000 PGA Boulevard, Suite 3220, P.O. Box
13076, North Palm Beach, FL 33408
Neither the current Directors, nor Mr. Beard, has any affiliation with
Bessemer Trust Company, N.A. (the Fund's adviser), or with Federated Investors
and its subsidiaries: Edgewood Services, Inc. and Federated Administrative
Services (the Fund's distributor and administrator). Neither the current
Directors, nor Mr. Beard, is deemed to be an "interested person" of the Fund as
defined in the 1940 Act.
The current Board met four times during the fiscal year ended October 31,
1997, and all of the current Board members attended at least 75% of such Board
meetings.
The Fund does not have standing audit, compensation or nominating
committees since the functions are performed by the Board members. However,
pursuant to Rule 12b-1 under the 1940 Act, the selection and nomination of
non-interested Board members are committed to the discretion of such Board
members.
If Mr. Kaufman, Mr. Graves or Mr. Beard shall by reason of death or for any
other reason become unavailable as a candidate at the Special Meeting, votes
pursuant to the enclosed proxies will be cast for a substitute candidate by the
proxy attorneys named therein, or their substitutes, present and acting at the
Special Meeting. The present Board members have no reason to believe that Mr.
Kaufman, Mr. Graves or Mr. Beard will become unavailable for election as a Board
member.
THE BOARD OF DIRECTORS RECOMMENDS ELECTION OF
ROBERT M. KAUFMAN, HOWARD D. GRAVES AND EUGENE P. BEARD TO THE BOARD.
EXECUTIVE OFFICERS
The executive officers of the Fund are elected annually by the Board. Each
officer holds the office at the Board's pleasure and until qualification of his
successor. The names, addresses and ages of the executive officers of the Fund
who are not listed as a Board member and their principal occupations during the
past five years are as follows:
Name and Position Principal Occupation During the Past Five
with the Fund Years, Age
Affiliation and Address
Edward C. Gonzales Vice Chairman, Treasurer, and Trustee, 67
President and Federated Investors; Vice President,
Treasurer Federated Advisors, Federated Management,
Federated Research, Federated Research Corp., Federated
Global Research Corp., and Passport Research, Ltd.,
Executive Vice President and Director, Federated Securities
Corp.; Trustee, Federated Shareholder Services Company;
Trustee or Director of Funds distributed by Federated
Securities Corp. and Edgewood Services, Inc.; President,
Executive Vice President, and Treasurer of Funds distributed
by Federated Securities Corp. and Edgewood Services, Inc.
C. Christine Vice President and Assistant Treasurer of 40
Thomson Funds distributed by Federated Securities
Vice President and Corp. and Edgewood Services, Inc.
Assistant Treasurer
C. Grant Anderson Corporate Counsel, Federated Administrative 57
Secretary Services
None of the executive officers was selected as such pursuant to any
agreements nor has any executive officer entered into an employment contract or
other compensatory agreement with either Company.
The Fund's Articles of Incorporation provide that the Fund will indemnify
its Directors and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Fund unless it is finally adjudicated that they engage in
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in their offices.
COMPENSATION TABLE
Aggregate Compensation
Name, Position with the Fund from the Fund*
Robert M. Kaufman, Chairman of the
Board and Director $7000
Howard D. Graves, Director $9000
J. Kevin Kenny, Director $6500
*Information is for the fiscal year ended October 31, 1997. The aggregate
compensation is provided for the Fund which is comprised of two Portfolios.
RATIFICATION OR REJECTION OF THE
SELECTION OF INDEPENDENT AUDITORS
The firm Deloitte & Touche LLP has been selected as independent auditors
for the Fund by a majority of the Board members of the Fund who are not
interested persons of the Fund within the meaning of the 1940 Act. This
selection is being submitted to shareholders for their ratification or rejection
at the Special Meeting. Neither Deloitte & Touche LLP nor any of its partners
have any direct or indirect financial interest in, or any other material
relationship to, the Fund, nor are they the beneficial owners of any of the
Shares of the Fund. It is not expected that a representative of Deloitte &
Touche LLP will be present at the Special Meeting. After this meeting, it is not
anticipated that there will be scheduled annual meetings of shareholders for the
purpose of ratifying the selection of independent auditors.
The Fund's independent auditors provide customary professional services in
connection with the audit function for a registered investment company such as
the Fund. Their fees for such services include fees for work leading to the
expression of opinions of the financial statements included in reports to
shareholders, opinions on financial statements included in amendments to the
Fund's Registration Statements, and reports on the Fund's system of internal
accounting controls required in the annual report to the Securities and Exchange
Commission. Professional services of the independent auditors are approved by
the Fund's Board. In approving fees for such services, the Board determines that
the fee payment does not affect the independence of the independent auditors.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS
RATIFICATION OF ITS SELECTION OF INDEPENDENT AUDITORS.
PROXIES, QUORUM AND VOTING AT THE SPECIAL MEETING
Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a superseding proxy or by submitting a written notice of
revocation to the Secretary of the Fund. In addition, although mere attendance
at the Special Meeting will not revoke a proxy, a shareholder present at the
Special Meeting may withdraw his or her proxy and vote in person. All properly
executed and unrevoked proxies received in time for the Special Meeting will be
voted in accordance with the instructions contained in the proxies. If no
instruction is given, the persons named as proxies will vote the shares
represented thereby in favor of the matters set forth in the attached Notice.
In the event that, at the time any session of the Special Meeting is
called to order, a quorum is not present at the Special Meeting, or in the event
that a quorum is present at the Special Meeting but sufficient votes to approve
the proposal are not received, the persons named as proxies may propose one or
more adjournments of the Special Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority of
those shares affected by the adjournment represented at the Special Meeting in
person or by proxy. If a quorum is present, the persons named as proxies will
vote those proxies which they are entitled to vote FOR the proposals in favor of
such an adjournment, and will vote those proxies required to be voted AGAINST
the proposals against any adjournment. A shareholder vote may be taken on the
proposal in this Proxy Statement prior to any such adjournment if sufficient
votes have been received for approval. Under the Articles of Incorporation of
the Fund, a quorum is constituted by the presence in person or by proxy of the
holders of one-third of the issued and outstanding shares of the Fund entitled
to vote at the Special Meeting.
SHAREHOLDERS ARE REQUESTED TO
COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD
AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHICH
NEEDS NO POSTAGE IF
MAILED IN THE UNITED
STATES.
By Order of the Directors
C. Grant Anderson
Secretary
December 15, 1997
<PAGE>
OLD WESTBURY FUNDS, INC.
INVESTMENT ADVISER
BESSEMER TRUST COMPANY, N.A.
630 Fifth Avenue
New York, New York 10111
DISTRIBUTOR
EDGEWOOD SERVICES, INC.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
ADMINISTRATOR
FEDERATED ADMINISTRATIVE SERVICES
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Cusip 680414208
680414109
G02122-02(12/97)
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of Old
Westbury International Fund and Old Westbury Growth Opportunity Fund hereby
appoint C. Grant Anderson, Patricia F. Conner, Marie M. Hamm, Erin J. Dugan, and
Stephen R. Newcamp, or any one of them, true and lawful attorneys, with the
power of substitution of each, to vote all shares of Old Westbury International
Fund and Old Westbury Growth Opportunity Fund which the undersigned is entitled
to vote at the Special Meeting of Shareholders to be held on February 9, 1998,
at Federated Investors Tower, Pittsburgh, Pennsylvania, at 2:00 p.m., and at any
adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choice made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Special
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF OLD WESTBURY
FUNDS, INC. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSALS.
PROPOSAL 1. TO ELECT THREE DIRECTORS: ROBERT M. KAUFMAN, HOWARD D. GRAVES
AND EUGENE P. BEARD
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
WITH-HOLD [ ]
FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a particular
nominee, mark the "For All Except" box and strike a line
through the nominee(s') name. Your shares will be voted for
the remaining nominee(s).
PROPOSAL 2 TO RATIFY OR REJECT THE SELECTION OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT
Please complete, sign and return __________________________
this card as soon as possible. Date
Mark with an X in the box. __________________________
Signature
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Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
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.
DO YOU HAVE ANY COMMENTS?
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HAS YOUR ADDRESS CHANGED?
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OLD WESTBURY FUNDS, INC.
Dear Shareholder:
Please take note of the important information enclosed with the Proxy Ballot.
There are two issues related to the management and operation of your Fund that
require your immediate attention and approval. They are discussed in detail in
the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy card in the enclosed
postage paid envelope.
Your vote must be received prior to the Special Meeting of Shareholders,
February 9, 1998.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
Old Westbury Funds, Inc.
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