<PAGE>
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:
/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 Section240.14a-11(c) or
Section240.14a-12
WEITZ PARTNERS INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(1)
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 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:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
WEITZ PARTNERS, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 2, 1997
Dear Shareholder:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Weitz Partners, Inc. (the "Company") will be held on Monday, June
2, 1997 at 4:30 p.m., at the Marriott Hotel, 10220 Regency Circle, Omaha,
Nebraska. The purpose of the Meeting is to consider and vote upon the following
matters:
Proposal 1. To elect six members of the Board of Directors of the Company;
Proposal 2. To ratify the selection of McGladrey & Pullen, LLP as independent
auditor for the Company;
Proposal 3. To amend the Bylaws of the Company to conform the requirements
therein relating to election of the Board of Directors by the
shareholders to the requirements of the Investment Company Act of
1940;
Proposal 4. To amend Partners Value Fund's fundamental investment restrictions
to eliminate the restriction which prohibits the portfolio's use of
certain investment techniques such as short sales and put and call
options.
Proposal 5. To amend Partners Value Fund's fundamental investment restrictions
to eliminate the restriction relating to investing in the
securities of other investment companies.
The Company will also consider and act upon any matters incidental to the
foregoing and transact such other business as may properly come before the
Meeting.
The close of business on April 14, 1997 has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting.
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All shareholders are cordially invited to attend the Meeting in person.
PLEASE COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. THE
PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ARE
ABLE TO ATTEND THE MEETING.
By Order of the Board of Directors
Mary K. Beerling
Vice President and Secretary
May 2, 1997
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
In order to avoid the additional expense of a second solicitation, we urge you
to complete, sign and return the enclosed proxy. The enclosed addressed envelope
requires no postage and is intended for your convenience.
- --------------------------------------------------------------------------------
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and may help avoid the time and expense involved in validating your vote if
you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS: the capacity of the individual signing the proxy
card should be indicated. For example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
- ------------------------------------------------------- ---------------------------
<S> <C>
CORPORATE ACCOUNTS
(1) ABC Corp ........................................ John Doe, Treasurer
(2) ABC Corp.
c/o John Doe ................................... John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan ................... John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust ....................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 ................................. Jane B. Doe, Trustee
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o
John B. Smith, Jr., UGMA ....................... John B. Smith
John B. Smith, Jr.,
(2) John B. Smith ................................... Executor
</TABLE>
3
<PAGE>
WEITZ PARTNERS, INC.
ONE PACIFIC PLACE
1125 SOUTH 103 STREET, SUITE 600
OMAHA, NEBRASKA 68124-6008
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
JUNE 2, 1997
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Weitz Partners, Inc. (the "Company") to be
used at the Special Meeting of Shareholders to be held on Monday, June 2, 1997
at The Marriott Hotel, 10220 Regency Circle, Omaha, Nebraska. All persons who
are shareholders of the Company as of April 14 , 1997, the record date (the
"Record Date"), will be entitled to notice of and to vote at the Meeting. The
Company knows of no other business to be voted upon at the Meeting other than
Proposals 1 through 5 set forth in the accompanying Notice of Meeting of
Shareholders (the "Notice"). Each Proposal is more fully described in the Proxy
Statement. The mailing address of the principal executive offices of the Company
is: 1125 South 103 Street, Suite 600, Omaha, Nebraska 68124-6008. Proxies should
be returned to Service Data Corporation, 2424 South 130 Circle, Omaha, Nebraska
68144-9823. The approximate date on which this Proxy Statement and Proxy are
first sent to shareholders of the Company is May 2, 1997.
Only shareholders of record of the Company at the close of business on the
Record Date will be entitled to notice of and to vote at the Meeting. Shares
represented by proxies, unless previously revoked, will be voted at the Meeting
in accordance with the instructions of the shareholders. If no instructions are
given, the proxies will be voted in favor of the proposals. Any shareholder
executing a proxy has the power to revoke it at any time before it is exercised,
either by personal attendance at the Meeting, the execution of a new proxy, or
by written notice received by the Company prior to the Meeting.
On the Record Date, there were [insert number of shares outstanding] of the
Company's voting stock outstanding in the Company's only series, Partners Value
Fund. Each shareholder is entitled to one vote for each full share owned (with
proportionate voting for fractional shares) on each matter presented for the
approval of
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<PAGE>
such shareholder at the Meeting. Shares owned by two or more persons (whether as
joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a
written instrument or court order providing to the contrary has been filed with
the Company: (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 all vote, and the
votes are evenly divided, the vote will be cast proportionately. Abstentions and
"broker non-votes" (as defined below) are counted for purposes of determining
whether a quorum is present, but do not represent votes cast with respect to any
Proposal. "Broker non-votes" are shares held by a broker or nominee for which an
executed proxy is received by the Company, 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.
Cumulative voting is authorized with respect only to the election of
Directors of the Company. Cumulative voting provides a method of voting for
Directors pursuant to which a shareholder's total number of votes eligible to be
cast is determined by multiplying the number of Directors to be elected (in this
case six) by the number of shares held by the shareholder. The shareholder is
then entitled to either (a) cast the aggregate number of eligible votes for a
single individual candidate or (b) allocate the aggregate number of eligible
votes among the candidates in the sole discretion of the shareholder.
In the event that proxies and shares represented in person at the Meeting
are not sufficient to approve or ratify the proposals described herein, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Such adjournments will require the
affirmative vote of the holders of a majority of the shares present in person or
by proxy at the Meeting. The persons named as proxies anticipate that they will
vote in favor of such adjournments.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF THE COMPANY'S MOST
RECENT ANNUAL REPORT TO SHAREHOLDERS, UPON REQUEST, WHICH MAY BE MADE EITHER BY
WRITING TO THE COMPANY AT THE ADDRESS ABOVE OR BY CALLING (800) 232-4161 OR
(402) 391-1980. THE ANNUAL REPORT WILL BE MAILED TO YOU BY FIRST-CLASS MAIL
WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
PROPOSAL 1. ELECTION OF DIRECTORS
The persons named below are nominees for election as directors to hold
office until the next meeting of shareholders at which directors are elected or
until a successor
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has been elected and qualified. Each person listed is presently a director of
the Company except for Lorraine Chang who has been nominated by the Board of
Directors to fill a current vacancy on the Board. Each of the persons listed
below has consented to being named in this Proxy Statement and has indicated a
willingness to serve as a director if elected. Unless otherwise instructed, the
proxy holder will vote the proxies received for the election of the persons
listed below. It is not expected that any of the nominees will decline or become
unavailable for election, but in case this should happen, the proxy holders
reserve the right to select and substitute another person as a director nominee.
<TABLE>
<CAPTION>
Name, Age and Position
with the Company Principal Occupation Director Since
- ------------------------ ----------------------------------- ---------------------
<S> <C> <C>
Wallace R. Weitz * President, Treasurer, Director of Inception (December,
Age 48 the Company's Adviser, Wallace R. 1993)
Director, Treasurer and Weitz & Company since 1983;
President President and Director of the
Company's Distributor since 1986;
President, Treasurer and Director
of Weitz Series Fund, Inc., a
registered investment company since
1988; account executive and
financial analyst for Chiles,
Heider & Co., Inc. (1973-1983) and
G.A. Saxton & Co., Inc.
(1970-1973); Chartered Financial
Analyst; 1970 graduate Carleton
College with degree in economics
John W. Hancock Partner, Hancock & Dana (certified Inception (December,
age 49 public accountants) since its 1993)
Director inception in 1985; Director, Weitz
Series Fund, Inc. since 1988; Vice
President, Wallace R. Weitz &
Company (July, 1988-December,
1988); Senior Tax Manager, Peat,
Marwick, Mitchell & Co., Omaha, NE
(1978-1985)
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Name, Age and Position
with the Company Principal Occupation Director Since
- ------------------------ ----------------------------------- ---------------------
<S> <C> <C>
Richard D. Holland Retired; Director, Weitz Series June, 1995
Age 76 Fund, Inc. since 1995; Vice
Director Chairman, Rollheiser, Holland &
Kahler (advertising)(1979-1984);
President, Holland, Dreves & Reilly
(advertising)(1954-1979)
Thomas R. Pansing, Jr.* Partner, Gaines Mullen Pansing & Inception (December,
Age 52 Hogan; Director, Weitz Series Fund, 1993)
Director Inc. since 1988
Delmer L. Toebben President, Curzon Advertising & July, 1996
Age 66 Display, Inc. since 1977; Director,
Director Weitz Series Fund, Inc. since 1996
Lorraine Chang Independent Consultant N/A
Age 46 (organizational change strategies-
Director government and non-profit
organizations) since 1995;
Associate Assistant Secretary,
United States Department of Labor
(1993-1995); General Manager, Union
Pacific Railroad (1987-1993); Law
Department, Union Pacific Railroad
(1980-1987); United States
Environmental Protection Agency
(1976-1980)
</TABLE>
- ---------------------
*Mr. Weitz is considered an "interested person" of the Company, as that term is
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "1940 Act") because he is an officer of Wallace R. Weitz & Company, the
investment adviser to the Company (the "Adviser"). Mr. Pansing is considered an
"interested person" of the Company because he has, from time to time, provided
certain legal services to the Company and the Adviser.
7
<PAGE>
During the fiscal year ended December 31, 1996, the Company's Board of
Directors held four meetings. All incumbent Directors of the Company attended at
least 75% of the aggregate of (i) the total number of meetings of the Board of
Directors (held during the period for which he was a director) and (ii) the
total number of meetings held by all committees of the Board on which he served.
The Board of Directors has an Audit Committee comprised of two members, John
Hancock and Richard Holland, both of whom are independent directors. The Audit
Committee holds two regular meetings during each fiscal year, at which time it
meets with the Company's independent auditors to review, as appropriate, such
matters as the scope of the audit, the services provided, the findings of the
most recent audit and any accounting or management issues that might arise
during the course of the audit.
The Board of Directors has a Nominating Committee whose members currently
are John Hancock, Richard Holland and Wallace Weitz. The Nominating Committee,
which functions only in an advisory capacity, reviews and recommends to the full
Board candidates for election to fill vacancies on the Company's Board of
Directors. The Nominating Committee will consider written recommendations from
shareholders for possible nominees. Shareholders should submit their
recommendation to the Secretary of the Company. Members of the Nominating
Committee met informally during the last full fiscal year, but the Committee
held no formal meetings.
As of the Record Date, the foregoing director nominees individually and the
officers of the Company as a whole owned beneficially % of the outstanding
shares of the Company.
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COMPENSATION TABLE
The following table sets forth information regarding all compensation paid
by the Company to its Directors for their services as Directors during the
fiscal year ended December 31, 1996. The Company has no pension or retirement
plans for its Directors.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM COMPANY AND
NAME OF COMPENSATION FROM WEITZ SERIES FUND, INC.
PERSON, POSITION THE COMPANY PAID TO DIRECTORS
- -------------------------------------- ----------------- -----------------------
<S> <C> <C>
Carroll E. Fredrickson, Director (1) $ 996 $3,400
John W. Hancock, Director 1,394 5,600
Richard D. Holland, Director 1,294 4,800
Thomas R. Pansing, Jr., Director 1,296 5,200
Delmer L. Toebben, Director (2) 600 3,000
Wallace R. Weitz, Director (3) 0 0
</TABLE>
- ---------------------
(1) Mr. Fredrickson resigned his position as a member of the Board of Directors
effective July 29, 1996.
(2) Mr. Toebben became a member of the Board of Directors July 24, 1996.
(3) As a director who is also an officer of the Investment Adviser, Mr. Weitz
received no compensation for his service as a director.
PROPOSAL 2. RATIFICATION OF SELECTION OF AUDITORS
At a meeting held on February 10, 1997, the Board of Directors, including a
majority of the independent directors selected McGladrey & Pullen, LLP as
independent auditors of the Company for the fiscal year ending December 31,
1997. The Company has been advised by its independent accountants that they have
no direct or material indirect financial interest in the Company.
Representatives of McGladrey & Pullen, LLP are not expected to be present at the
Meeting but will be available by telephone to respond to any questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF
THE SELECTION OF MCGLADREY & PULLEN, LLP AS INDEPENDENT AUDITORS OF THE COMPANY.
PROPOSAL 3. AMENDMENT TO SECTION 3.04 OF COMPANY'S BYLAWS
Section 3.04 of the Company's Bylaws currently provides that "[i]f at any
time after the first meeting of stockholders of the corporation more than
one-third of the directors in office shall consist of directors elected by the
Board of Directors, a meeting of the stockholders shall be called forthwith for
the purpose of electing the entire Board of Directors . . . ." Section 3.04 also
provides that the section "may be altered, amended or repealed only upon the
affirmative vote of the holders of a majority of all the shares of the common
stock of the corporation at the time outstanding and entitled to vote."
9
<PAGE>
The Board of Directors of the Company has proposed that the shareholders of the
Company vote to amend Section 3.04 to conform to the provisions of the
Investment Company Act of 1940 (the "1940 Act") concerning election of directors
by shareholders which provides that while directors of registered investment
companies must be elected by shareholders, vacancies occuring between
shareholder meetings may be filled "in any otherwise legal manner if immediately
after filling any such vacancy at least two-thirds of the directors then holding
office shall have been elected to such office by the holders of the outstanding
voting securities of the company . . . ." The 1940 Act also provides that if at
any time less than a majority of the directors were elected by the shareholders,
a shareholder meeting shall be called as promptly as possible and in any event
within 60 days to fill any existing vacancies on the board. In order to more
closely conform Section 3.04 of the Bylaws to the provisions of the 1940 Act,
the Board of Directors recommends that shareholders approve the following
amendment to such section:
The Board of Directors shall be elected by the holders of the outstanding
voting securities of the corporation; provided, however, that vacancies
occuring between shareholder meetings may be filled in accordance with the
provisions of Section 16(a) of the Investment Company Act of 1940.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED
AMENDMENT TO THE COMPANY'S BYLAWS.
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PROPOSALS 4 AND 5. APPROVAL OF CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
FOR PARTNERS VALUE FUND
PROPOSAL TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION OF PARTNERS VALUE
FUND RESTRICTING THE PORTFOLIO FROM USING CERTAIN INVESTMENT TECHNIQUES SUCH AS
SHORT SALES AND PUTS AND CALLS
The Company's Board of Directors has proposed that the fundamental
investment restriction of Partners Value Fund prohibiting the use of certain
investment techniques such as short sales and puts and calls be eliminated.
The current fundamental investment restriction provides:
Partners Value Fund
"may not make short sales of securities or sell puts, calls, straddles,
spreads or combinations thereof, except that the Fund may write covered call
options..."
If the proposal of the Board of Directors is approved, this investment
restriction would be eliminated for Partners Value Fund. The current investment
restriction, although formerly required by certain states, is not required by
applicable law to be fundamental. The purpose of the proposal is to allow
Partners Value Fund to utilize short sales, put and call options and related
investment techniques such as straddles, spreads or combinations thereof in
certain circumstances in an effort to reduce some of the risks associated with
certain investments, thus providing greater flexibility in pursuing its
investment objectives.
Short sales involve the sale of a security that Partners Value Fund does not
own (but instead has borrowed) in anticipation of a decline in the value of the
security. To the extent that the portfolio engages in short sales, the portfolio
will place in a segregated account a sufficient amount of cash and securities as
required by applicable federal securities regulations in order to cover the
transaction. In the event that the value of the security sold short increases in
value rather than decreases, the portfolio would suffer a loss when it purchases
the security sold short. It is also proposed in connection with the approval of
this proposal that Partners Value Fund would be eligible to engage in short
sales "against the box". A short sale "against the box" is a form of short sale
in which the portfolio contemporaneously owns or has the right to obtain at no
additional cost securities identical to those sold short. The segregation of
cash or other securities is not required for short sales "against the box". In
the event the
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portfolio were to sell securities short "against the box" and the price of such
securities were to then increase rather than decrease, the portfolio would
forego the potential realization of the increased value of the shares sold
short.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO
ELIMINATE PARTNERS VALUE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION PROHIBITING
SHORT SALES AND PURCHASE OF PUT AND CALL OPTIONS.
PROPOSAL TO ELIMINATE THE RESTRICTION OF PARTNERS VALUE FUND RELATING TO
INVESTING IN THE SECURITIES OF OTHER INVESTMENT COMPANIES
The Company's Board of Directors has proposed that the fundamental
investment restriction of Partners Value Fund relating to the portfolio's
investment in the securities of other investment companies be eliminated. The
current policy is not required by applicable law to be fundamental. The purpose
of the proposed change is to provide the portfolio greater flexibility in
pursuing its investment objectives and in responding to regulatory and market
developments. The proposed change would permit the portfolio to invest in the
securities of other investment companies to the extent permitted by the 1940 Act
without further shareholder approval.
The current fundamental investment restriction provides:
Partners Value Fund
"may not purchase the securities of any other investment companies, except
as provided by Section 12(d)(1)(F) of the Investment Company Act of 1940,
and only in a registered investment company described as a money market fund
and where immediately after such purchase or acquisition (i) not more than
3% of the total outstanding stock of such issuer is owned by the Fund and
all affiliated persons of the Fund, (ii) no issuer of a security acquired by
the Fund pursuant to this restriction is obligated to redeem such security
in an amount exceeding 1% of the issuer's total outstanding securities
during any period of less than 30 days, and (iii) the purchase of such
securities does not exceed 10% of the total assets of the Fund."
Under the 1940 Act the Company is subject to various restrictions on
purchasing the securities of investment companies. Such restrictions allow the
Company to invest any or all of its assets in other investment companies,
provided that the Company and all of its affiliates, immediately after a
purchase, do not own more than 3% of the total
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outstanding stock of the other investment company. Under this restriction, the
rate at which the Company could redeem its investment in the other investment
companies in which it invests might, under certain circumstances, also be
restricted. In addition, the 1940 Act provides, with respect to closed-end
investment companies, that the Company, together with all other mutual funds and
other clients advised by Wallace R. Weitz & Company, would be limited to owning
no more than 10% of the total voting stock of any closed-end company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO
ELIMINATE PARTNERS VALUE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION RELATING TO
INVESTMENT IN THE SECURITIES OF INVESTMENT COMPANIES.
13
<PAGE>
OTHER EXECUTIVE OFFICERS OF THE COMPANY
Information about Wallace R. Weitz, President of the Company, is set forth
above in the table relating to the directors of the Company. The following table
sets forth certain information with respect to the other executive officers of
the Company:
<TABLE>
<CAPTION>
Name, Age and Position
with the Company Principal Occupation Officer Since
- ------------------------- ------------------------------------------ -------------
<S> <C> <C>
Mary K. Beerling Vice President and General Counsel, 1994
Age 56 Wallace R. Weitz & Company since 1994;
Vice President, Secretary Vice President and Secretary, Weitz
Securities, Inc. since 1994; Vice
President and Secretary, Weitz Partners,
Inc. since 1994; Partner, Kutak Rock,
attorneys (1989-1994)
Linda L. Lawson Vice President, Wallace R. Weitz & Company 1992
Age 43 since 1992; Vice President, Weitz
Vice President Partners, Inc. since 1993; Manager
Marketing Financial Management, Mutual of
Omaha, Omaha, Nebraska (1988-1992)
Richard F. Lawson Vice President, Wallace R. Weitz & Company 1992
Age 39 since December 1992; Analyst, Wallace R.
Vice President Weitz & Company (1991-1992); Vice
President, Weitz Partners, Inc. since
1993; Associate, Temple, Barker & Sloane,
Inc., Lexington, Massachusetts (1984-1989)
</TABLE>
Linda L. Lawson and Richard F. Lawson are siblings.
THE INVESTMENT ADVISER
Wallace R. Weitz & Company, 1125 South 103rd Street, Suite 600, Omaha,
Nebraska 68124-6008 serves as investment adviser to the Company. The Adviser,
formed in 1983, is wholly owned by Wallace R. Weitz. Mr. Weitz, who is
President, Treasurer and a
14
<PAGE>
director of the Company is also President and a director of the Adviser. Wallace
R. Weitz & Company also serves as the Company's Administrator pursuant to an
Administration Agreement with the Company.
THE DISTRIBUTOR
Weitz Securities, Inc., 1125 South 103rd Street, Suite 600, Omaha, Nebraska
68124-6008, serves as the Company's Distributor pursuant to an Distribution
Agreement with the Company. In its capacity as Distributor, Weitz Securities,
Inc. is available to receive purchase orders and redemption requests relating to
shares of the Company. Weitz Securities, Inc. is wholly owned by Wallace R.
Weitz. Wallace R. Weitz, President, Treasurer and Director of the Company is
also the President and a Director of Weitz Securities, Inc.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of April 14, 1997, for
the Company with respect to each person or group known by the Company to be the
beneficial or record owner of more than 5% of the Company's outstanding voting
securities.
<TABLE>
<CAPTION>
Amount of Record or
Name and Address Beneficial Percent of Company
of Owner Ownership Owned
- ------------------- ------------------- ---------------------
<S> <C> <C>
</TABLE>
15
<PAGE>
OTHER MATTERS
Submission of Shareholder Proposals
The Company does not generally hold annual shareholders' meetings.
Shareholders wishing to submit proposals for consideration for inclusion in a
proxy statement for a subsequent shareholders' meeting of the Company should
send their written proposals to the Secretary of the Company.
Other Matters To Come Before The Meeting
The Board of Directors does not intend to present any other business at the
Meeting, nor is it aware that any shareholder intends to do so. If, however, any
other matters are properly brought before the Meeting, the persons named in the
accompanying proxy card will vote on any other matter properly brought before
the Meeting in accordance with their own judgment.
Proxy Solicitation Costs
The Company will bear the cost of soliciting proxies. In addition to the use
of the mails, proxies may be solicited personally or by telephone, and the
Company may pay persons holding shares in their names or those of their nominees
for their expenses in sending soliciting material to the principals.
BY ORDER OF THE BOARD OF DIRECTORS
Mary K. Beerling, Secretary
May 2, 1997
16
<PAGE>
PROXY
WEITZ PARTNERS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE SHAREHOLDER MEETING, JUNE 2, 1997
The undersigned hereby appoints Wallace R. Weitz and Mary K. Beerling, or either
of them, with full power of substitution, to represent the undersigned and to
vote all shares of the common stock of the Company held of record by the
undersigned on April 14, 1997, and which the undersigned is entitled to vote at
the Special Meeting of Shareholders of Weitz Partners, Inc. (the "Company") to
be held at the Marriott Hotel, 10220 Regency Circle, Omaha, Nebraska, on June 2,
1997 at 4:30 P.M., and at any adjournment thereof, and instructs them to vote in
the manner described in the Proxy Statement for the Shareholder Meeting (the
"Proxy Statement") on the matters referred to in the Proxy Statement, receipt of
which is hereby acknowledged.
PROPOSAL 1. ELECTION OF DIRECTORS
IF NO DIRECTION IS GIVEN, THE UNDERSIGNED SHAREHOLDER'S VOTES
WILL BE CAST EQUALLY AMONG THE SIX NOMINEES FOR DIRECTOR.
OTHERWISE, THE UNDERSIGNED SHAREHOLDER'S VOTES WILL BE CAST AS
INDICATED BELOW.
/ / Equally for all nominees / / Withhold authority to vote
listed below, except those for all nominees
deleted by striking through
a nominee's name
Wallace R. Weitz John W. Hancock Richard D. Holland
Thomas R. Pansing Delmer L. Toebben Lorraine Chang
/ / Allocate votes (six votes per share owned) among the nominees
as indicated (write the nominee's name or nominees' names, as
applicable, on the spaces provided below and state the number of
votes for that nominee or nominees)
--------------------- --------------------- ---------------------
--------------------- --------------------- ---------------------
PROPOSAL 2. RATIFICATION OF THE SELECTION OF MCGLADREY & PULLEN, LLP AS
INDEPENDENT AUDITORS FOR THE COMPANY.
/ / For / / Against / / Abstain
PROPOSAL 3. AMENDMENT OF SECTION 3.04 OF THE COMPANY'S BYLAWS
/ / For / / Against / / Abstain
<PAGE>
PROPOSAL 4.
AMEND THE FUNDAMENTAL INVESTMENT
RESTRICTIONS OF PARTNERS VALUE FUND TO
ELIMINATE THE RESTRICTION ON THE USE OF
CERTAIN INVESTMENT TECHNIQUES SUCH AS SHORT
SALES AND PUTS AND CALLS.
/ / For / / Against / / Abstain
PROPOSAL 5.
AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF PARTNERS VALUE
FUND TO ELIMINATE THE RESTRICTION RELATING TO INVESTING IN THE
SECURITIES OF OTHER INVESTMENT COMPANIES.
/ / For / / Against / / Abstain
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 THROUGH 5. ALL OTHER MATTERS SHALL BE VOTED BY THE PROXIES
AS THEY SHALL IN THEIR SOLE DISCRETION DETERMINE TO BE IN THE BEST INTEREST OF
THE COMPANY.
The undersigned acknowledges receipt with this Proxy of the Notice of Special
Meeting of Shareholders and Proxy Statement dated May 2, 1997.
Dated________________________, 1997
x _________________________________
x _________________________________
Signature(s) of Shareholder(s)
PLEASE SIGN THIS PROXY AS YOUR NAME
APPEARS HEREON. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN OR CUSTODIAN,
PLEASE INDICATE THE CAPACITY.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
I PLAN TO ATTEND THE SPECIAL MEETING IN OMAHA ON JUNE 2, 1997 AT 4:30 P.M.
/ / YES / / NO
