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 ss. 240.14a-11(c) or ss. 240.14a-12
Lindner Investments
(Name of Registrant as Specified in its Charter)
N/A
(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 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:
(4) Date Filed:
<PAGE 2>
[LINDNER FUNDS LETTERHEAD]
____________, 1999
Dear Shareholder:
At our June meeting of the Board of Trustees, the Trustees unanimously
decided to wind down and terminate the Lindner International Fund and the
Lindner High-Yield Bond Fund. These funds have not performed well and their
assets have never grown to the size that would permit efficient management.
The costs of operating these funds continues to be a drain on their
performance. Effective June 25, 1999, the funds stopped accepting new money
from investors other than through dividend reinvestments.
We are now asking for your approval to liquidate both funds by selling off
their remaining assets and distributing the cash proceeds to shareholders on
a pro rata basis. These liquidations are explained in the attached Proxy
Statement. Liquidation requires a 2/3 vote of approval by shareholders.
Your vote is important. Please review the proxy statement then take a moment
to complete, sign and mail your proxy card(s). A postage-paid envelope is
enclosed for your convenience. If the date of the meeting approaches and we
have not received your vote, you may receive a telephone call from a
representative of Lindner Asset Management, our investment adviser,
reminding you to vote your shares.
We appreciate your prompt attention to this important matter.
Sincerely,
Doug T. Valassis, Chairman
<PAGE 3>
LINDNER INVESTMENTS
Lindner International Fund
Lindner High-Yield Bond Fund
7711 Carondelet Avenue, Suite 700
St. Louis, MO 63105
NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS
To be Held on _________, 1999
A special joint meeting of shareholders will be held at 10:00 a.m. on
___________, 1999 at 7711 Carondelet Avenue, St. Louis, Missouri 63105 for
the following mutual funds (individually a "Fund" and collectively the
"Funds"), each of which is a series of Lindner Investments:
Lindner International Fund
Lindner High-Yield Bond Fund
The meeting will be held for shareholders to approve the liquidation of
their respective Fund and the distribution of such Fund's net assets to
shareholders.
THE BOARD OF TRUSTEES OF LINDNER INVESTMENTS UNANIMOUSLY RECOMMENDS APPROVAL
OF THE LIQUIDATION OF EACH FUND, AS IS MORE FULLY DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT.
Shareholders of record on ____________, 1999, are the only persons entitled
to notice of and to vote at the meeting.
Your attention is directed to the attached Proxy Statement. We hope you can
attend. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING,
PLEASE FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY OR PROXIES AS
PROMPTLY AS POSSIBLE IN ORDER TO SAVE FURTHER SOLICITATION EXPENSE. WE
RESPECTFULLY ASK FOR YOUR COOPERATION IN RETURNING YOUR PROXY PROMPTLY. A
stamped return envelope is included for your convenience. If you are
present at the meeting, you may then revoke your proxy and vote in person,
as explained in the Proxy Statement in the section entitled "SPECIAL JOINT
MEETING OF SHAREHOLDERS."
Brian L. Blomquist,
Secretary of Lindner Investments
Dated: ________________, 1999
<PAGE 4>
PROXY STATEMENT
LINDNER INVESTMENTS
Lindner International Fund
Lindner High-Yield Bond Fund
7711 Carondelet Avenue, Suite 700
St. Louis, MO 63105
SPECIAL JOINT MEETING OF SHAREHOLDERS
To be held on _____________, 1999
The enclosed proxy is solicited by the Board of Trustees of Lindner
Investments, a Massachusetts business trust, in connection with a special
joint meeting of shareholders of Lindner International Fund and Lindner
High-Yield Bond Fund to be held on _________, 1999, and any adjournments
thereof (the "Meeting"). The costs of solicitation, including the cost of
preparing and mailing the Notice of Meeting of Shareholders and this Proxy
Statement, will be borne by the Funds, and this proxy statement has been
first mailed to shareholders on ___________, 1999. Representatives of
Lindner Asset Management, Inc., the current investment adviser of each Fund,
may, without cost to the Funds, solicit proxies on behalf of management of
the Funds by means of mail, telephone or personal calls. The address of the
Adviser is listed above.
A proxy may be revoked before the Meeting by giving written notice of
revocation to the Secretary of Lindner Investments, or at the Meeting prior
to voting. Unless revoked, properly executed proxies in which choices are
not specified by the shareholders will be voted "FOR" each item for which no
choice is specified, in accordance with the recommendation of the Board of
Trustees. In instances where choices are specified by the shareholders in
the proxy, those proxies will be voted or the vote will be withheld in
accordance with the shareholder's choice. Abstentions will be counted as
present for purposes of determining whether a quorum of shares is present at
the Meeting, and will have the same effect as a vote "against" such item.
Under the Rules of the New York Stock Exchange, the proposed liquidation of
the Funds is considered "non-discretionary," and brokers who hold Fund
shares in street name for customers are not authorized to vote on such
proposal on behalf of their customers who have not furnished the broker
specific voting instructions. If a broker returns a "non-vote" proxy,
indicating a lack of authority to vote on a proposal, then the shares
covered by such non-vote shall be counted as present for purposes of
calculating whether a quorum is present but shall be counted as a "no" vote
with respect to the proposal to liquidate a Fund. So far as the Board of
Trustees is aware, no matter other than those described in this Proxy
Statement will be acted upon at the Meeting. Should any other matters
properly come before the Meeting calling for a vote of shareholders, it is
the intention of the persons named as proxies in the enclosed proxy to act
upon such matters according to their best judgment.
Only shareholders of record of each Fund on ___________, 1999 (the "Record
Date"), may vote at the Meeting or any adjournment thereof. As of that date,
there were issued and outstanding shares of beneficial interest of each Fund
as follows:
Investor Institutional Total
Shares Shares Shares
-------- ------------- ------
Lindner International Fund..........
Lindner High-Yield Bond Fund........
Each shareholder of a Fund is entitled to vote that number of shares (whole
fractional shares) that the shareholder owns of record on the Record Date.
Investor Shares and Institutional Shares of each Fund will vote as a
combined group. None of the matters to be presented at the Meeting will
entitle any shareholder to cumulative voting or to dissent from the proposal
and seek appraisal rights. A list of those persons who, to the knowledge of
Fund management, beneficially owned more than 5% of the voting shares of any
class of any of the Funds as of the Record Date is set forth in Exhibit A to
this Proxy Statement.
<PAGE 5>
In the event that sufficient votes are not received for the adoption of the
proposed liquidation by one or both Funds, an adjournment or adjournments of
the Meeting for that Fund or for both Funds may be sought. Any adjournment
would require a vote in favor of the adjournment by the holders of a
majority of the shares present at the Meeting for that Fund (or any
adjournment thereof) in person or by proxy. In such circumstances, the
persons named as proxies will vote in favor of any proposed adjournment.
COPIES OF EACH FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE
AVAILABLE TO SHAREHOLDERS UPON REQUEST. IF YOU WOULD LIKE TO RECEIVE A
COPY, PLEASE CONTACT THE FUNDS AT 7711 CARONDELET AVENUE, SUITE 700, ST.
LOUIS, MISSOURI 63105 OR CALL (800) ___-____ AND ONE WILL BE SENT, WITHOUT
CHARGE, BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
PROPOSAL TO APPROVE THE LIQUIDATION OF
LINDNER INTERNATIONAL FUND AND LINDNER HIGH-YIELD BOND FUND
Reasons for Liquidating
The Lindner International Fund commenced operations on January 1, 1995, and
the Lindner High-Yield Bond Fund commenced operations on April 13, 1998.
Each Fund is a separate series (or portfolio) of Lindner Investments. Both
Funds have been unable to attract enough assets to realize any meaningful
economies of scale or to achieve competitive investment performance. For
example, the percentages of total expenses to net assets for the
International Fund for the fiscal years ended June 30, 1996, 1997 and 1998
were 2.51%, 1.96% and 2.25%, respectively, which were substantially higher
than the average total expense ratio for other mutual funds with similar
investment objectives and management styles. Similarly, the percentage of
total expenses to net assets for the High-Yield Fund for the fiscal year
ended June 30, 1999, was 2.09%, without taking into account the Adviser's
waiver of investment management fees. This expense ratio is also higher
than the average total expense ratio for other mutual funds with similar
investment objectives and management styles. At June 30, 1999, the
International Fund had net assets of $1,275,161 and the High-Yield Bond Fund
had net assets of $1,876,924.
The investment performance of both Funds has lagged behind their respective
peer group's performance. The International Fund's total returns for fiscal
years ended June 30, 1997, 1998 and 1999 were 14.76%, -20.31% and -15.77%,
respectively. The High-Yield Bond Fund's total return for the fiscal year
ended June 30, 1999 was -12.40%. The portfolio manager of the International
Fund, Mr. Robert A. Lange, left the employment of the Adviser in April 1999,
and since April 1999, portfolio investments for both Funds have been managed
by an Investment Committee established by the Adviser's Board of Directors.
No one person is primarily responsible for making investment recommendations
to this Investment Committee. Effective June 25, 1999, both Funds were
closed to new investors and no sales of shares have been accepted from
investors since that date other than through the reinvestment of dividends.
On June 24, 1999, the Boards of Trustees of Lindner Investments considered
the recommendation of the Adviser that the International Fund and the High-
Yield Bond Fund be liquidated and terminated. The Adviser informed the
Trustees that it believes that the small size of each of the Funds would
make it difficult to find an alternative investment adviser interested in
managing either of such Funds. At the meeting, the Adviser reviewed the tax
consequences of a liquidation with the Trustees and explained that the
payment of liquidating distributions would be a taxable event to
shareholders (see "Federal Income Tax Consequences" below). Following the
Adviser's presentation, the Board of Trustees, including all of the
independent Trustees, unanimously approved a plan of liquidation for each
Fund (individually a "Liquidation Plan" and collectively the "Liquidation
Plans"), subject to approval by the shareholders of each Fund, voting
separately. The Board of Trustees also determined to recommend that
shareholders of each Fund approve its Liquidation Plan. If the Liquidation
Plan is approved by each Fund's shareholders, the portfolio securities and
other assets of that Fund will be sold, creditors will be paid or reserves
for payments to creditors established, and the net proceeds of such sales
will be distributed to shareholders in cash, pro rata in accordance with their
shareholdings.
<PAGE 6>
If shareholders of a Fund do not approve liquidation, the Board of
Directors will meet to determine an alternative course of action.
Summary of the Liquidation Plans
For each Fund, the Plan of Liquidation will become effective on the day
of its approval by shareholders (the "Effective Date"). From the
Effective Date through the completion of liquidation, Lindner Asset
Management will continue to act as the investment adviser for each
Liquidating Fund. As soon as practicable after the Effective Date of a
Fund's Liquidation Plan, such Fund will complete the sale of its
portfolio securities in order to convert its assets to cash. After the
Effective Date, such Fund will not engage in any business activity except
for the purpose of winding up its business and affairs, preserving the
value of that Fund's assets and distributing such assets to shareholders
after the payment to (or reservation of assets for payment to) all
creditors of that Fund. All contracts entered into by or on behalf of a
Fund will terminate upon consummation of the transactions contemplated by
such Fund's Liquidation Plan. After the Effective Date of a Fund's
Liquidation Plan, and in any event within 60 days thereafter, such Fund
will mail to each shareholder of record who has not redeemed such
shareholder's shares a liquidating distribution equal to the
shareholder's proportionate interest in the remaining net assets of the
Fund and any pertinent or necessary information concerning the sources of
the liquidating distribution that a shareholder may need for his or her
personal income tax returns.
After the distribution of assets to shareholders, each Fund will be
terminated in accordance with its Liquidation Plan and applicable
provisions under Massachusetts law. The Liquidation Plans provide that
the Board of Trustees may authorize such variations from, or amendments
to, the provisions of the Liquidation Plans as may be necessary or
appropriate to effect the complete liquidation and termination of the
Funds in accordance with the purposes to be accomplished by the
Liquidation Plans.
The adoption of the Liquidation Plan by a Fund will not affect the right
of shareholders of such Fund to redeem shares of such Fund at their then
current net asset value per share on any business day prior to the day
the liquidating distributions for that Fund will be made.
Federal Income Tax Consequences
Payment by a Fund of liquidating distributions to shareholders will be a
taxable event. Because the income tax consequences for a particular
shareholder may vary depending on individual circumstances, each
shareholder is urged to consult his or her own tax adviser concerning the
federal, state and local tax consequences of receipt of a liquidating
distribution.
Each Fund currently qualifies, and intends to continue to qualify through
the end of the liquidation period, for treatment as a regulated
investment company under the Internal Revenue Code of 1986, as amended,
so that it will be relieved of federal income tax on any investment
company taxable income or net capital gain (the excess of net long-term
capital gain over net short-term capital loss) from the sale of its
assets. The payment of liquidation distributions will be a taxable event
to shareholders. Each shareholder will be viewed as having sold his or
her Fund shares for an amount equal to the liquidation distribution(s) he
or she receives. Each shareholder will recognize gain or loss in an
amount equal to the difference between (a) the shareholder's adjusted
basis in the Fund shares, and (b) such liquidation distribution(s). The
gain or loss will be capital gain or loss to the shareholder if the Fund
shares were capital assets in the shareholder's hands and generally will
be long-term if the Fund shares were held for more than one year before
the liquidation distribution is received.
Immediately prior to declaring the liquidating distribution, each Fund
will declare a final dividend of all current but undistributed income.
This dividend will be paid at the same time as the liquidating
distribution, and shareholders will be notified of the portion of the
total distribution that constitutes the final dividend. The balance of
the liquidating distribution will be treated as an amount realized from
the sale of Fund shares, as discussed above.
<PAGE 7>
Each Fund generally will be required to withhold tax at the rate of 31%
with respect to any liquidation distribution paid to individuals and
certain other non-corporate shareholders who fail to certify to the Fund
that their social security number or taxpayer identification number
provided to the Fund is correct and that the shareholder is not subject
to backup withholding.
The foregoing summary is generally limited to the material federal income
tax consequences to shareholders who are individual United States
citizens and who hold shares as capital assets. It does not address the
federal income tax consequences to shareholders who are corporations,
trusts, estates, tax-exempt organizations, pension plans, Individual
Retirement Accounts or non-resident aliens. This summary does not
address state or local tax consequences. Shareholders are urged to
consult their own tax advisers to determine the extent of the federal
income tax liability they would incur as a result of receiving a
liquidation distribution, as well as any tax consequences under any
applicable state, local or foreign laws.
Vote Required
Each Fund must have at least ____ of its total shares outstanding on the
Record Date present in person or by proxy in order to conduct the
proposed business for that Fund. The Funds' Board of Trustees has
unanimously recommended that shareholders of each Fund vote in favor of
approval of that Fund's Liquidation Plan. For each Fund, the affirmative
vote of holders of two-thirds (2/3) of the shares of beneficial interest
outstanding on the Record Date is required to approve the Fund's
Liquidation Plan. YOUR VOTE IS IMPORTANT. PLEASE VOTE, SIGN AND DATE
YOUR PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE.
SHAREHOLDER PROPOSALS
The Trust is organized as a Massachusetts business trust. The Trust does
not hold annual meetings. Since the Trust does not hold regular meetings
of shareholders of the Funds, the anticipated date of the next
shareholder meeting cannot be provided. The Trust's Declaration of Trust
and Bylaws provide that special meetings of shareholders shall be called
by the Trustees upon the written request of shareholders owning at least
twenty percent of the outstanding Shares entitled to vote. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to the
Secretary of the Trust, c/o Lindner Asset Management, Inc., 7711
Carondelet, Suite 700, St. Louis, Missouri 63105, so that it is received
at least 120 days before the date of the special meeting. Mere
submission of a shareholder proposal does not guarantee inclusion of the
proposal in the proxy statement or presentation of the proposal at the
meeting since such inclusion and presentation are subject to compliance
with certain federal regulations.
The Board of Trustees does not know of any matters to be presented at the
Meeting other than those set forth in this Proxy Statement.
Dated: July __, 1999
<PAGE 8>
EXHIBIT A--SHAREHOLDERS OF THE FUNDS OWNING 5% OR MORE OF EACH
FUND'S OUTSTANDING SHARES AND SHARES OWNED BY ALL TRUSTEES AND
OFFICERS OF THE FUNDS AS A GROUP:
Name of Fund/
Account Name and Address # of Shares (% of Class)
- ------------------------ -----------------------
Lindner International Fund
(Investor and Institutional Shares)
XYZ Company Retirement Plan 54,566.8246 shares (0.3%)
All Trustees and officers of the Fund
as a group (10 in number)
Lindner High-Yield Bond Fund
(Investor and Institutional Shares)
XYZ Company Retirement Plan
All Trustees and officers of the Fund
as a group (10 in number)
<PAGE 9>
[PROXY CARD]
VOTE THIS PROXY CARD TODAY!
LINDNER INTERNATIONAL FUND
This proxy is solicited by the Board of Trustees of Lindner Investments
(the "Trust") for use at a Special Meeting of Shareholders of the Lindner
International Fund to be held on _________________, 1999 at 10:00 a.m.,
Central Time, at 7711 Carondelet, 3rd Floor, St. Louis (Clayton),
Missouri 63105.
The undersigned hereby appoints Eric E. Ryback and Brian L. Blomquist,
and each of them, attorney and proxy for the undersigned, each with the
power of substitution and resubstitution, to attend, vote and act for the
undersigned at the Special Meeting of Shareholders of Lindner
International Fund, and at any adjournments thereof, casting votes
according to the dollar value of shares of the Fund which the undersigned
may be entitled to vote, with all the powers which the undersigned would
possess if personally present, as follows:
FOR AGAINST ABSTAIN
1 To approve the liquidation of the Fund. [ ] [ ] [ ]
2 To transact such other business as may
properly come before the Special Joint
Meeting or any adjournment thereof for
any affected funds. [ ] [ ] [ ]
The undersigned hereby revokes any prior proxy to vote at such Special
Meeting, and hereby ratifies and confirms all that such attorneys and
proxies, or each of them, may lawfully do by virtue hereof. The
undersigned hereby acknowledges receipt of the Notice of Special Joint
Meeting of Shareholders and the Proxy Statement dated _________, 1999.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
__________________________________
______________________________________
Signature(s), (Title(s), if applicable)
DATE: ________________, 1999
Please sign above exactly as name(s) appear(s) hereon. Corporate or
partnership proxies should be signed in full corporate or partnership
name by an authorized officer. Each joint owner should sign personally.
When signing as a fiduciary, please give full title as such. Please
return this proxy card promptly in the enclosed postage-paid envelope.
IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY WILL BE VOTED IN FAVOR OF
PROPOSALS 1 and 2.
<PAGE 10>
[PROXY CARD]
VOTE THIS PROXY CARD TODAY!
LINDNER HIGH-YIELD BOND FUND
This proxy is solicited by the Board of Trustees of Lindner Investments
(the "Trust") for use at a Special Meeting of Shareholders of the Lindner
High-Yield Bond Fund to be held on _________________, 1999 at 10:00 a.m.,
Central Time, at 7711 Carondelet, 3rd Floor, St. Louis (Clayton),
Missouri 63105.
The undersigned hereby appoints Eric E. Ryback and Brian L. Blomquist,
and each of them, attorney and proxy for the undersigned, each with the
power of substitution and resubstitution, to attend, vote and act for the
undersigned at the Special Meeting of Shareholders of Lindner High-Yield
Bond Fund, and at any adjournments thereof, casting votes according to
the dollar value of shares of the Fund which the undersigned may be
entitled to vote, with all the powers which the undersigned would possess
if personally present, as follows:
FOR AGAINST ABSTAIN
1 To approve the liquidation of the Fund. [ ] [ ] [ ]
2 To transact such other business as may
properly come before the Special Joint
Meeting or any adjournment thereof for any
affected funds. [ ] [ ] [ ]
The undersigned hereby revokes any prior proxy to vote at such Special
Meeting, and hereby ratifies and confirms all that such attorneys and
proxies, or each of them, may lawfully do by virtue hereof. The
undersigned hereby acknowledges receipt of the Notice of Special Joint
Meeting of Shareholders and the Proxy Statement dated _________, 1999.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
__________________________________
______________________________________
Signature(s), (Title(s), if applicable)
DATE: ________________, 1999
Please sign above exactly as name(s) appear(s) hereon. Corporate or
partnership proxies should be signed in full corporate or partnership
name by an authorized officer. Each joint owner should sign personally.
When signing as a fiduciary, please give full title as such. Please
return this proxy card promptly in the enclosed postage-paid envelope.
IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY WILL BE VOTED IN FAVOR OF
PROPOSALS 1 and 2.
