SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ROYCE MICRO-CAP TRUST, 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)(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>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ROYCE MICRO-CAP TRUST, INC.
To the Stockholders of
ROYCE MICRO-CAP TRUST, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ROYCE
MICRO-CAP TRUST, INC. (the "Fund") will be held at the offices of the Fund,
1414 Avenue of the Americas, New York, New York, on April 28, 1999 at 3:30
p.m. (E.T.), for the following purposes:
1. To elect a board of six directors, four to be elected by the
holders of both the Fund's Common Stock and its 7.75% Cumulative Preferred
Stock (the "Preferred Stock") voting together as a single class, and two to
be elected only by the holders of the Fund's Preferred Stock.
2. To ratify the selection of Tait, Weller & Baker as independent
public accountants of the Fund for the year ending December 31, 1999.
3. To transact such other business as may come before the meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on March 18, 1999
as the record date for the determination of those stockholders entitled to
vote at the meeting, and only holders of record at the close of business on
that day will be entitled to vote.
The Fund's Annual Report to Stockholders for the year ended December 31,
1998 was previously mailed to stockholders, and copies of it are available
upon request, without charge, by writing to the Fund at 1414 Avenue of the
Americas, New York, New York 10019 or calling toll free at 1-800-221-4268.
IMPORTANT
To save the Fund the expense of additional proxy solicitation, if you do
not now expect to be present at the meeting, please insert your instructions
on the enclosed Proxy, date and sign it and return it in the enclosed
envelope (which requires no postage if mailed in the United States). The
Proxy is solicited on behalf of the Board of Directors, is revocable and will
not affect your right to vote in person in the event that you attend the
meeting.
By order of the Board of Directors,
John E. Denneen
Secretary
March 25, 1999
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
OF
ROYCE MICRO-CAP TRUST, INC.
1414 Avenue of the Americas
New York, New York 10019
Wednesday, April 28, 1999
_____________________________
PROXY STATEMENT
_____________________________
Accompanying this Proxy Statement is a Notice of Annual Meeting of
Stockholders and a form of Proxy for the meeting, solicited on behalf of the
directors of Royce Micro-Cap Trust, Inc. (the "Fund").
The Proxy may be revoked at any time before it is exercised by written
instructions to the Fund or by filing a new Proxy with a later date, and any
stockholder attending the meeting may vote in person, whether or not he or
she has previously filed a Proxy. Shares represented by all properly
executed Proxies received in time for the meeting will be voted. Unless
authority to vote for all nominees or for an individual nominee pursuant to
Proposal 1 is specifically withheld, the Proxy will be voted for the election
of all of the persons nominated by the Board of Directors to become
directors. Where a stockholder has specified a choice on the Proxy with
respect to Proposal 2 in the Notice of Annual Meeting, his or her shares will
be voted accordingly. If no directions are given, the stockholder's shares
will be voted in favor of the Proposal. The cost of soliciting proxies will
be borne by the Fund, which will reimburse brokerage firms, custodians,
nominees and fiduciaries for their expenses in forwarding proxy material to
the beneficial owners of the Fund's shares. Some officers and employees of
the Fund and/or Royce & Associates, Inc. ("Royce"), the Fund's investment
adviser, may solicit Proxies personally and by telephone, if deemed
desirable.
On March 18, 1999, the record date for the meeting, there were
13,464,559 shares of Common Stock and 1,600,000 shares of Preferred Stock of
the Fund outstanding. Stockholders entitled to vote are those of record on
that date. Shares of both the Common Stock and the Preferred Stock are
entitled to one vote on each item of business at the meeting. Stockholders
vote at the Annual Meeting by casting ballots (in person or by proxy) which
are tabulated by one or two persons, appointed by the Board of Directors
before the meeting, who serve as Inspectors and Judges of Election at the
meeting and who have executed an Inspectors and Judges Oath. Neither
abstentions nor broker non-votes are counted in the tabulation of such votes.
<PAGE>
The following persons were known to the Fund to be beneficial owners or
owners of record of 5% or more of its outstanding shares of Common Stock and
Preferred Stock as of the record date.
<TABLE>
<CAPTION>
Class Amount and Nature Percentage
Name and Address of Owner of Stock of Ownership of Class
- ------------------------- -------- ----------------- --------
<S> <C> <C> <C>
Charles M. Royce Common 894,167 shares-- 6.6%
1414 Avenue of the Americas Beneficial (sole voting
New York, NY 10019 and investment power)
Cede & Co. FAST Common 12,950,931 shares-Record 96.2%
P.O. Box 20 Bowling
Green Station Preferred 1,593,-092 shares-Record 99.6%
New York, NY 10274
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
Common Preferred
Proposal Stockholders Stockholders
- -------- ----------------- ------------
<S> <C> <C>
1 Common and Preferred Stockholders, Preferred Stockholders,
voting together as a single class, elect voting as a separate class,
4 directors elect 2 additional directors
2 Common and Preferred Stockholders, voting together as a single class
</TABLE>
1. ELECTION OF DIRECTORS (Proposal 1)
At the meeting, it is proposed to elect six directors, each director to
hold office until the next Annual Meeting of Stockholders and until his
successor shall have been elected and qualified. The holders of both the
Common Stock and the Preferred Stock, voting together as a single class, are
entitled to elect four directors. The holders of the Preferred Stock, voting
as a separate class, are entitled to elect the remaining two directors. The
Fund's Board of Directors has nominated the following six persons, each of
whom has served as a director since the Fund's inception in 1993 (except for
John D. Diederich, who has served as a director since June 1997, and Donald
R. Dwight, who has served as a director since June 1998), to become directors
of the Fund. Certain information concerning them is set forth below. Each
of these persons has agreed to serve if elected, and the Fund's management
has no reason to believe that any of them will be unavailable for election as
a director.
<PAGE>
However, if any of them become unwilling or unable to serve, the
persons named in the accompanying form of Proxy will vote for the election of
such other persons, if any, as the Board of Directors may nominate.
Positions With
Name Age The Fund Elected By
---- --- --------------- ----------
Charles M. Royce 59 Director, President Common and
and Treasurer Preferred
John D. Diederich 47 Director and Vice Preferred only
President
Donald R. Dwight 67 Director Common and
Preferred
Richard M. Galkin 60 Director Common and
Preferred
Stephen L. Isaacs 59 Director Common and
Preferred
David L. Meister 59 Director Preferred only
A total of 5 meetings of the Board of Directors were held during the
year ended December 31, 1998, and each director attended 75% or more of the
meetings held during the period in which he served.
The Board of Directors has an Audit Committee, comprised of Donald R.
Dwight, Richard M. Galkin, Stephen L. Isaacs and David L. Meister, which is
responsible for recommending the selection and nomination of the Fund's
independent auditors and for conducting post-audit reviews of its financial
condition with the auditors. The Audit Committee held two meetings during
the year ended December 31, 1998, and each member of the Audit Committee
attended both of the meetings, except for Mr. Dwight who attended only one of
the meetings since he did not join the Board until after the first such
meeting had been held. The Board of Directors does not have any other
standing committees.
There are no family relationships between any of the Fund's directors
and officers.
As of the record date, the Fund's directors beneficially owned the
following shares of its Common Stock:
<PAGE>
Name of Director Amount Percentage of Class
---------------- ------ -------------------
Charles M. Royce ............. 894,167 shares 6.6%
John D. Diederich ................. 568 shares -
Donald R. Dwight ................. 300 shares -
Richard M. Galkin ................. 500 shares -
Stephen L. Isaacs ................. None -
David L. Meister ................. None -
Mr. Royce has sole voting power and sole investment power as to the
shares beneficially owned by him. As of the record date, all directors and
officers of the Fund as a group (10 persons) beneficially owned 919,218
shares of the Fund's Common Stock, constituting 6.8% of the class, and no
shares of its Preferred Stock.
Business Experience
Set forth below is certain information as to the principal business
experience of the Fund's directors during the past five years.
Charles M. Royce is the President, Secretary, Treasurer and sole
director and sole voting shareholder of Royce, the Fund's investment adviser.
He has served as Royce's President and Treasurer for more than 25 years. Mr.
Royce also manages three private investment partnerships through Royce
Management Company ("RMC"), a registered investment adviser, of which he is
the managing general partner.
John D. Diederich has been the Director of Administration of The Royce
Funds since January 1993 and President of Royce Fund Services, Inc. ("RFS"),
the distributor of The Royce Fund's shares, since November 1995.
Donald R. Dwight is President of Dwight Partners, Inc., corporate
communications consultants. From 1982 until March 1998, he served as
Chairman of Newspapers of New England, Inc. and is now its Chairman Emeritus.
He is also a trustee of the registered investment companies constituting the
Eaton Vance funds. Mr. Dwight's prior experience includes having served as
Lieutenant Governor of the Commonwealth of Massachusetts and as President and
Publisher of Minneapolis Star and Tribune Company.
Richard M. Galkin is a private investor and the President of Richard M.
Galkin Associates, Inc., tele-communications consultants. His prior business
experience includes having served as President of Manhattan Cable Television
(a subsidiary of Time Inc.), President of Havermills Inc. (another Time Inc.
subsidiary), President of Rhode Island Cable Television and Senior Vice
President of Satellite Television Corp. (a subsidiary of Comstat).
<PAGE>
Stephen L. Isaacs has been President of The Center for Health and Social
Policy since September 1996 and President of Stephen L. Isaacs Associates,
consultants. He was a Director of the Columbia University Development Law
and Policy Program and a Professor at Columbia University until August 1996.
David L. Meister is a consultant in the communications industry. His
prior business experience includes having served as President of Financial
News Network, Senior Vice President of HBO, President of Time-Life Films and
Head of Broadcasting for Major League Baseball.
Mr. Royce is also President and Treasurer of Royce Value Trust, Inc.
("RVT"), Royce Global Trust, Inc. ("RGT"), The Royce Fund ("TRF") and Royce
Capital Fund ("RCF"), registered management investment companies. Messrs.
Royce, Dwight, Galkin, Isaacs and Meister are also directors/trustees of RVT,
RGT, TRF and RCF. Mr. Diederich is also a director of RVT, a trustee of RCF
and a Vice President of the Fund, RVT, RGT and RCF, and Mr. Royce is also the
sole director and Secretary of RFS.
Messrs. Royce and Diederich are "interested persons" of the Fund within
the meaning of Section 2(a)(19) of the Investment Company Act of 1940.
In addition to Mr. Royce, three Vice Presidents of the Fund are also
officers of Royce.
Remuneration of Directors
Set forth below is the compensation paid by the Fund and the four other
registered investment companies comprising The Royce Funds to each director
for the year ended December 31, 1998.
Aggregate Compensation Total Compensation From the Fund
Director From the Fund and Other Royce Funds
-------- ---------------------- --------------------------------
Charles M. Royce - -
John D. Diederich - -
Donald R. Dwight $4,180 $34,295
Richard M. Galkin 7,500 61,750
Stephen L. Isaacs 7,500 61,750
David L. Meister 7,500 61,750
Each of the Fund's non-affiliated directors receives a base fee of
$5,000 per year plus $500 for each meeting of the Board of Directors
attended. No director of the Fund received remuneration for services as a
director for the year ended December 31, 1998 in addition to or in lieu of
this standard arrangement.
<PAGE>
Vote Required
A quorum consists of stockholders representing a majority of the
outstanding shares of the Fund's Common Stock and/or Preferred Stock, as the
case may be, entitled to vote who are present in person or by proxy, and a
plurality of all of the votes cast at a meeting at which a quorum is present
is sufficient to elect a director.
The Board of Directors recommends a vote FOR all nominees.
2. RATIFICATION OF
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal 2)
At the meeting, the stockholders will be asked to ratify the selection
by the Board of Directors, including a majority of the directors who are not
"interested persons" of the Fund, of Tait, Weller & Baker, independent
accountants, to serve as the Fund's auditors for the year ending December 31,
1999.
Tait, Weller & Baker has informed the Fund that neither Tait, Weller &
Baker nor any of its partners has any direct or indirect financial interest
in the Fund except as auditors and independent public accountants. A
representative of Tait, Weller & Baker is not expected to be present at the
meeting, but has been given an opportunity to make a statement if he so
desires, and will be available should any matter arise requiring his
participation.
Vote Required
Ratification of the selection of Tait, Weller & Baker as the independent
public accountants of the Fund requires the affirmative vote of a majority of
the outstanding shares of the Fund's Common Stock and Preferred Stock, voting
together as a single class, present or represented at the meeting (assuming
that more than 50% of the shares are present or represented).
The Board of Directors recommends a vote FOR Proposal 2.
3. OTHER BUSINESS
While the meeting has been called to transact any business that may
properly come before it, the Trustees
know of no other business than the matters stated in Proposals 1 and 2 in the
Notice of the Annual Meeting. However, if any additional matter properly
comes before the meeting and on all matters incidental to the conduct
<PAGE>
of the meeting, it is the intention of the person or persons named in the
enclosed Proxy to vote in accordance with their judgment on such matters.
ADDITIONAL INFORMATION
The address of Royce & Associates, Inc., the Fund's investment adviser,
is 1414 Avenue of the Americas, New York, New York 10019.
Mitchell Hutchins Asset Management, Inc., located at 1285 Avenue of the
Americas, New York, New York 10019, serves as the Fund's Administrator.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Fund's 2000
Annual Meeting of Stockholders must be received by the Fund by November 26,
1999, for inclusion in the Fund's Proxy Statement and form of Proxy for that
meeting. The Board of Directors has adopted certain amendments to the Fund's
Bylaws, which generally require advance notice be given to the Fund in the
event a stockholder desires to nominate a person for election to the Board of
Directors or to transact any other business from the floor at an annual
meeting of stockholders. With respect to the 2000 and subsequent annual
meetings, notice of any such nomination or other business must be received at
the Fund's principal executive office not less than 15 calendar days before
the annual meeting.
This notice provision was adopted to afford stockholders a fair
opportunity to present matters for consideration at stockholders meetings,
while assuring that stockholders and directors will have a reasonable
opportunity to consider the matters proposed and to allow for full
information to be distributed to all stockholders about all sides of the
particular issue.
The foregoing summary of the terms of the changes to the Bylaws is not
complete and is subject to and qualified by reference to the complete text of
the Fund's Amended and Restated Bylaws filed with the Securities and Exchange
Commission as an exhibit to the Fund's Form N-SAR for the period ended June
30, 1998.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE
RCMT-PS-99
<PAGE>
COMMON STOCK ROYCE MICRO-CAP TRUST, INC. COMMON STOCK
1414 Avenue of the Americas
New York, NY 10019
This Proxy is solicited on behalf of the Board of Directors.
The undersigned, a Common Stockholder of Royce Micro-Cap Trust, Inc., hereby
appoints Charles M. Royce and John E. Denneen, or either of them, acting in
absence of the other, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse, all shares of Common Stock of the Fund held of
record by the undersigned on March 18, 1999, at the Annual Meeting of
Stockholders to be held on April 28, 1999, or at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR Proposals 1 and 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on other side. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
<PAGE>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
_____________________________________________
ROYCE MICRO-CAP TRUST, INC.
COMMON STOCK
_____________________________________________
With- For All
For hold Except
1. ELECTION OF DIRECTORS / / / / / /
Charles M. Royce, Donald R. Dwight
Richard M. Galkin and Stephen L. Isaacs
If you do not wish your shares 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
nominees.
For Against Abstain
/ / / / / /
2. PROPOSAL TO RATIFY THE SELECTION
OF TAIT, WELLER & BAKER AS IN-
DEPENDENT PUBLIC ACCOUNTANTS
3. THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Please be sure to sign and date this Proxy. Date:
Mark box at the right if an address change
or comment has been noted on the reverse
side of this card.
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
<PAGE>
PREFERRED STOCK ROYCE MICRO-CAP TRUST, INC. PREFERRED STOCK
1414 Avenue of the Americas
New York, NY 10019
This Proxy is solicited on behalf of the Board of Directors.
The undersigned, a Preferred Stockholder of Royce Micro-Cap Trust, Inc.,
hereby appoints Charles M. Royce and John E. Denneen, or either of them,
acting in absence of the other, as Proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse, all shares of the 7.45% Cumulative Preferred Stock
of the Fund held of record by the undersigned on March 18, 1999, at the
Annual Meeting of Stockholders to be held on April 28, 1999, or at any
adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR Proposals 1 and 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on other side. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
<PAGE>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
_____________________________________________
ROYCE MICRO-CAP TRUST, INC.
PREFERRED STOCK
_____________________________________________
With- For All
For hold Except
1. ELECTION OF DIRECTORS / / / / / /
Charles M. Royce, John D. Diederich,
Donald R. Dwight, Richard M. Galkin,
Stephen L. Isaacs and David L. Meister
If you do not wish your shares 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
nominees.
For Against Abstain
/ / / / / /
2. PROPOSAL TO RATIFY THE SELECTION
OF TAIT, WELLER & BAKER AS IN-
DEPENDENT PUBLIC ACCOUNTANTS
3. THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Please be sure to sign and date this Proxy. Date:
Mark box at the right if an address change
or comment has been noted on the reverse
side of this card.
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
