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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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Section
Rule 14a-12
New Age Media, Inc.
_________________________________________________________________
(Name of Registrant as Specified in its Charter)
New Age Media Fund, Inc.
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] 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: (1)
_________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________
5) Total fee paid.
_________________________________________________________
[ ]Fee paid previously with preliminary materials.
_________________________________________________________
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
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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:
_________________________________________________________
2) Form, schedule, or Registration Statement no.:
_________________________________________________________
3) Filing party:
_________________________________________________________
4) Date filed:
_________________________________________________________
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_________________________________________________________________
NEW AGE MEDIA FUND, INC.
100 East Pratt Street,
Baltimore, Maryland 21202
February 27, 1996
James S. Riepe
Chairman of the Board
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting of
Shareholders of the New Age Media Fund, Inc. (the "Fund"), to be
held on Tuesday, April 30, 1996, at 10:00 a.m., at the offices of
the Corporation, 100 East Pratt Street, Baltimore, Maryland
21202.
The matters to be acted on at the meeting--(1) election of
directors and (2) ratification of the selection of the Fund's
independent accountants--are described in the accompanying Notice
and Proxy Statement. A proxy card on which to indicate your vote
and an envelope, postage prepaid, in which to return your proxy
are enclosed.
We realize that each of you cannot attend the meeting and
vote your shares in person. However, whether or not you plan to
attend the meeting, we need your vote. We urge you to complete,
sign, and return the enclosed proxy so that your shares will be
represented. By promptly returning the proxy, you help the Fund
avoid the necessity and expense of sending follow-up letters to
assure a quorum. If you later decide to attend the meeting, you
may revoke your proxy at that time and vote your shares in
person.
Remember, this is your opportunity to voice your opinion on
matters affecting the Fund. Your participation is extremely
important.
If you want additional information concerning the matters
proposed for action at the meeting, please let us know.
Sincerely,
James S. Riepe
PAGE 4
NEW AGE MEDIA FUND, INC.
Notice of Annual Meeting of Shareholders
April 30, 1996
The Annual Meeting of Shareholders of the New Age Media Fund,
Inc. (the "Fund"), a Maryland corporation, will be held on
Tuesday, April 30, 1996, at 10:00 o'clock a.m., Eastern time, at
the offices of the Fund, 100 East Pratt Street, Baltimore,
Maryland 21202. The following matters will be acted upon at that
time.
1. To elect three (3) directors to serve until the next
annual meeting or until their successors shall have been
duly elected and qualified;
2. To ratify or reject the selection of the firm of Price
Waterhouse LLP as the independent accountants for the
Fund for the year 1996; and
3. To transact such other business as may properly come
before the meeting and any adjournments thereof.
LENORA V. HORNUNG
Secretary
February 27, 1996
100 East Pratt Street
Baltimore, Maryland 21202
_________________________________________________________________
YOUR VOTE IS IMPORTANT
Shareholders are urged to designate their choices on each of the
matters to be acted upon and to date, sign, and return the
enclosed proxy in the envelope provided, which requires no
postage if mailed in the United States. Your prompt return of
the proxy will help assure a quorum at the meeting and avoid the
additional Fund expense of further solicitation.
_________________________________________________________________
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NEW AGE MEDIA FUND, INC.
Annual Meeting of Shareholders--April 30, 1996
PROXY STATEMENT
This statement is furnished in connection with the
solicitation of proxies by the New Age Media Fund, Inc. (the
"Fund"), a Maryland corporation, for use at the Annual Meeting of
Shareholders of the Fund to be held on April 30, 1996, and at any
adjournments thereof.
If the enclosed proxy form is executed properly and
returned in time to be voted at the meeting, the individuals
named as proxies (or their substitutes) in the enclosed proxy
card (or cards if you have multiple accounts) will vote the
shares represented in accordance with your directions as
indicated thereon. 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. Executed proxies that are
unmarked will be voted: (i) for the nominees of the Board of
Directors of the Fund in the election of directors and (ii) in
favor of the ratification of the selection of the independent
accountants for the Fund. Any proxy may be revoked at any time
prior to its exercise by filing with the Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later
date, or by attending the meeting and voting in person.
The Board of Directors has fixed the close of business on
February 15, 1996, as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual
Meeting or any adjournment thereof.
Shareholders are entitled to one vote for each full share,
and a proportionate vote for each fractional share, of the Fund
held as of the record date. Under Maryland law, 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
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.
In order to hold the meeting, a majority of the Fund's
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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 time scheduled for the meeting, the persons
named as proxies may propose one or more adjournments of the
meeting 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 session of the
meeting adjourned. The persons named as proxies will vote in
favor of such adjournment if they determine that such adjournment
and additional solicitation is reasonable and in the interests of
the Fund's shareholders.
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 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.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING
IS SUFFICIENT TO APPROVE PROPOSAL 1 FOR THE FUND. A MAJORITY OF
THE SHARES PRESENT IN PERSON OR BY PROXY AT THE MEETING IS
SUFFICIENT TO APPROVE PROPOSAL 2 FOR THE FUND.
The costs of the meeting, including the solicitation of
proxies, will be paid by the Fund. In order 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 has retained the services of Mackenzie
Partners, Inc. to assist it in soliciting proxies for a fee of
$6,000 plus reimbursement of out-of-pocket expenses. In
addition, the Fund will request securities brokers, custodians,
nominees, and fiduciaries to forward solicitation material to the
beneficial owners of shares held of record and will reimburse
them for their reasonable out-of-pocket expenses in forwarding
such solicitation material. In addition to the solicitation of
proxies by mail, directors, officers, and/or employees of the
Fund or of its investment manager, T. Rowe Price Associates, Inc.
("T. Rowe Price"), may solicit proxies in person or by telephone.
The principal executive offices of the Fund are located at
100 East Pratt Street, Baltimore, Maryland 21202.
The approximate date on which this Proxy Statement and form
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of proxy are first being mailed to shareholders is March 4, 1996.
PRINCIPAL HOLDERS
As of December 31, 1995 to the knowledge of the Fund, no
person beneficially owned more than five percent of its
outstanding shares.
1. ELECTION OF DIRECTORS
The Fund's Board of Directors has nominated three (3)
persons for election as directors, each to hold office until the
next annual meeting (if any) or his successor is duly elected and
qualified. Each of the nominees is a member of the present Board
of Directors of the Fund and has served in that capacity since
originally elected. A shareholder using the enclosed proxy form
can vote for all or any of the nominees of the Board of Directors
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 a 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 Directors
of the Fund may recommend. There are no family relationships
among these nominees.
The following table presents information concerning persons
nominated by the Board of Directors for election as directors of
the Fund. The information includes their positions and principal
occupations during the last five years. Each nominee who is an
"interested person" (within the meaning of Section 2(a)(19) of
the Investment Company Act of 1940 (the "1940 Act"))
is indicated by an asterisk ("*") preceding his name.
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_________________________________________________________________
Fund
Shares
Beneficially
Year Owned,
of Directly
Original or
Election Indirectly,
Name, Address as as of
and Age Occupations Director 12/31/95
_________________________________________________________________
Jeffrey H. Donahue(2) Senior Vice 1993 300
Age: 49 President and
10275 Little Chief Financial
Patuxent Parkway Officer of
Columbia, MD 21044 The Rouse Company,
a full-service
real estate and
development company,
Columbia, Maryland,
since 1993. From 1985
to 1993, Mr. Donahue
was Vice President and
Treasurer of the Rouse
Company. Also Director,
T. Rowe Price Spectrum
Fund, Inc. and T. Rowe
Price Renaissance Fund, Ltd.
_________________________________________________________________
A. MacDonough Plant(1)(2) Partner, the law 1993 200
Age: 58 firm of Stewart,
Suite 910 Plant & Blumenthal,
Seven St. Paul Street Baltimore, Maryland,
Baltimore, MD 21202 since 1991. From 1971
to 1991, Mr. Plant was
a partner at the law firm
of Semmes, Bowen & Semmes,
specializing in both
instances in estate and trust
law. Also Director, T. Rowe
Price Spectrum Fund, Inc. and
T. Rowe Price Renaissance Fund,
Ltd.
_________________________________________________________________
*James S. Riepe (1) Chairman of the 1993 1,000
Age: 52 Board and member
100 East Pratt Street of the Executive
PAGE 9
Baltimore, MD 21202 Committee of the Fund;
Managing Director, T.
Rowe Price Associates,
Inc.; President and Director,
T. Rowe Price Investment
Services, Inc.; Chairman of
the Board, T. Rowe Price
Services, Inc., T. Rowe Price
Trust Company, T. Rowe Price
Retirement Plan Services, Inc.,
and the following T. Rowe Price
Funds: Spectrum (since inception),
Balanced (since inception), and
Mid-Cap Growth (since inception); Vice
President of the following T. Rowe
Price Funds/Trusts: New Era, New
America Growth, Prime Reserve,
International, and Institutional
International (since inception);
Vice President and Director/Trustee of
24 other T. Rowe Price Funds/Trusts;
Director, T. Rowe Price Tax-Free
Insured Intermediate Bond Fund, Inc.
(since inception) and Rhone-Poulenc
Rorer, Inc.
(1) Denotes member of the Executive Committee of the Board of
Directors.
(2) Denotes member of the Audit Committee of the Board of
Directors.
The Board of Directors held 4 meetings during fiscal year
1995. All directors attended at least 75% of the meetings held
in 1995. The Board has an Audit Committee and an Executive
Committee.
The Audit Committee meets with the Fund's independent
accountants to review whether satisfactory accounting procedures
are being followed by the Fund and whether internal accounting
controls are adequate, to inform itself with regard to non-audit
services performed by the independent accountants and to review
fees charged by the independent accountants. The Audit Committee
members are Messrs. Donahue and Plant. The Audit Committee met
once in 1995 and all members participated in the meeting.
The Executive Committee has full authority to exercise all
the powers permitted to such a committee under Section 2-411 of
PAGE 10
the Maryland General Corporation Law.
COMPENSATION OF DIRECTORS AND OFFICERS
_________________________________________________________________
Pension Total
or Compen-
Retire- sation
Aggre- ment Estimated from
gate Benefits Annual Fund and
Compen- Accrued Benefits Fund
sation as Part Upon Complex
Name of from the of Fund Retire- Paid to
Person Fund Expensesa ment Directorsc
_________________________________________________________________
Jeffrey H. Donahue $7,000 -- -- $30,011
A. MacDonough Plant $6,750 -- -- $29,750
James S. Riepe b -- -- -- --
_________________________________________________________________
a The directors of the Fund do not receive any pensions or
retirement benefits from the Fund or T. Rowe Price.
b The directors of the Fund who are officers or employees of
T. Rowe Price and the officers of the Fund receive no
remuneration from the Fund.
c The only compensation paid by the Fund to its directors and
other officers are the directors' fees paid to the directors who
are not "interested persons" of the Fund. Messrs. Donahue and
Plant are each paid by the Fund, in addition to certain out-of-
pocket expenses, a director's fee of $5,000 per year plus $500
for each meeting attended in person and $250 for each meeting
attended by telephone. Compensation from the Fund complex
included two Investment Companies. Mr. Riepe did not receive
such fees because of his affiliation with T. Rowe Price.
2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The selection by the Board of Directors of the firm of
Price Waterhouse LLP as the independent accountants for the Fund
for the fiscal year ending December 31, 1996 is to be submitted
for ratification or rejection by the shareholders at the Annual
Meeting. The firm of Price Waterhouse LLP has served the Fund as
independent accountants since inception. The independent
accountants have advised the Fund that they have no direct or
PAGE 11
material indirect financial interest in the Fund.
Representatives of the firm of Price Waterhouse 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.
The affirmative vote of a majority of shares present and
voting at the meeting is required to ratify the appointment of
Price Waterhouse LLP. The Board of Directors recommends that the
shareholders vote "FOR" the proposal to ratify the appointment of
this as the Fund's independent accountants for 1995.
INVESTMENT MANAGER
The Fund's investment manager is T. Rowe Price, a Maryland
corporation, 100 East Pratt Street, Baltimore, Maryland 21202.
The officers of the Fund (other than the nominees for
reelection as directors) and their positions with T. Rowe Price
are as follows:
Position Position with
Officer with Fund T. Rowe Price
*John D. Gillespie President Vice President
*Charles A. Morris Executive Vice Managing Director
President
*Brian D. Stansky Executive Vice Vice President
President
Lise J. Buyer Vice President Vice President
Robert N. Gensler Vice President Vice President
Henry H. Hopkins Vice President Managing Director
John F. Wakeman Vice President Vice President
Lenora V. Hornung Secretary Vice President
Carmen F. Deyesu Treasurer Vice President
David S. Middleton Controller Vice President
Patricia S. Butcher Assistant Secretary Assistant Vice
President
Stephanie A. Clancy Assistant Vice Assistant Vice
President President
Roger L. Fiery, III Assistant Vice Vice President
President
Edward T. Schneider Assistant Vice Vice President
President
Ingrid I. Vordemberge Assistant Vice Employee
President
PAGE 12
* Mr. Gillespie's date of birth is 3/12/59. He has been
President of the Fund since its inception in 1993. Mr.
Gillespie joined T. Rowe Price in 1986 and has been managing
investments since 1989.
* Mr. Morris' date of birth is 1/3/63. He has been Executive
Vice President of the Fund since 1994 and an investment
analyst at T. Rowe Price since 1987.
* Mr. Stansky's date of birth is 10/14/63. He has been
Executive Vice President of the Fund since 1995 and an
investment analyst at T. Rowe Price since 1990.
State Street Bank and Trust Company serves as transfer
agent, dividend-paying agent, and registrar for the fund. Its
address is 1776 Heritage Drive-4W, North Quincy, Massachusetts
02171-2197. The Fund has a Telephone Services Agreement with T.
Rowe Price Services, Inc. ("Price Services"), which is a wholly-
owned subsidiary of T. Rowe Price. In addition, the Fund has an
Agreement with T. Rowe Price to perform fund accounting services.
James S. Riepe, Chairman of the Board of the Fund, is Chairman of
the Board of Price Services.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1997
Annual Meeting of the Shareholders of the Fund must be received
by November 1, 1996, to be included in the Proxy Statement and
the form of proxy relating to that meeting; the Fund expects that
the 1997 Annual Meeting will be held in April of 1997.
OTHER BUSINESS
The Board of Directors of the Fund knows of no other
matters to be presented for action at the meeting other than
those mentioned above; however, if any other matters properly
come before the Meeting, it is intended that the persons named in
the accompanying proxy will vote on such other matters in
accordance with the judgment of the best interests of the Fund.
All proxies received will be voted in favor of all of the
proposals, unless otherwise directed therein.
GENERAL INFORMATION
As of December 31, 1995, there were 14,936,666 shares
of the capital stock of Fund outstanding, with a par value of
$.0001.
PAGE 13
As of December 31, 1995, the officers and directors of
the New Age Media Fund, as a group, beneficially owned, directly
or indirectly, 12,393.0971 shares, representing less than 0.0829%
of the Fund's outstanding stock.
A COPY OF THE ANNUAL REPORT OF THE FUND FOR THE YEAR ENDED
DECEMBER 31, 1995, INCLUDING FINANCIAL STATEMENTS IS ENCLOSED
WITH THIS PROXY STATEMENT.
PAGE 14
NEW AGE MEDIA FUND, INC.
MEETING: 10:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED SHAREHOLDER of New Age Media Fund, Inc. (the
"Fund") hereby appoints James S. Riepe, the lawful attorney and
proxy of the undersigned with full power of substitution, to vote
as designated below all shares of Common Stock of the Fund which
the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Tuesday, April 30, 1996, at 10:00
a.m., at the offices of the Fund, 100 East Pratt Street,
Baltimore, Maryland 21202, and at any and all adjournments
thereof with respect to the matters set forth below and described
in the Notice of Annual Meeting and Proxy Statement dated
February 27, 1996, receipt of which is hereby acknowledged, and
any other matters arising before such Annual Meeting or any
adjournment thereof.
Properly executed proxies will be voted (or the vote on such
matters will be withheld on specific matters) in accordance with
instructions appearing on the proxy. In the absence of specific
instructions, proxies will be voted FOR the election of the
nominees as directors, for the ratification of the selection of
Price Waterhouse LLP as independent accountants, and in the
discretion of the proxyholders as to any other matters. Please
refer to the Proxy Statement for a discussion of the proposals.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED: DO YOU HAVE ANY COMMENTS:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
PAGE 15
____
X PLEASE MARK VOTES AS IN
_____ THIS EXAMPLE
1. Election of directors.
FOR all nominees / / WITHHOLD AUTHORITY / / FOR all / /
listed below (except to vote for all except
as marked to the nominees listed below
contrary)
Jeffrey H. Donahue A. MacDonough Plant
James S. Riepe
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN
INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE
A LINE THROUGH THE NOMINEE'S NAME.)
2.) To ratify the appointment of Price Waterhouse LLP as
independent accountants of the Fund for 1996.
For Against Abstain
_____ ______ _____
_____ ______ ______
Mark box at right if comments or address change / /
have been noted on the reverse side of this card.
RECORD DATE SHARES:
____________________________
REGISTRATION
____________________________
Please be sure to sign and date this ________________
Proxy. Date
____________________________________
_____________________________________________________________
Shareholder sign here__________Co-owner sign here________________
----------------------------------------------------------------
PAGE 16
DETACH CARD
NEW AGE MEDIA FUND, INC.
Dear Shareholder:
Please take note of the important information enclosed with the
Proxy Ballot. There are issues related to the management and
operation of your Fund that require your attention and approval.
These are discussed in detail in the attached 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 vote in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of
Shareholders, April 30, 1996.
Thank you in advance for your prompt consideration of these
matters.
Sincerely,
New Age Media Fund, Inc.
