SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
The Noah Investment Group, Inc.
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(Name of Registrant as Specified in its Charter)
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PRELIMINARY INFORMATION STATEMENT MATERIAL
THE NOAH INVESTMENT GROUP, INC.
975 Delchester Road
Newtown Square, PA 19073
Notice of Annual Meeting of Shareholders
To be held on August 18, 1997
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
The Noah Investment Group, Inc. (the "Company") will be held at
10:00 a.m. (Eastern time) on August 18, 1997 at 975 Delchester Road,
Newtown Square, PA 19073 to consider and act upon the following matters:
(1) To consider for approval the Investment Management Agreement
between the Company and Polestar Management Company with respect
to the Noah Fund.
(2) To consider for approval the Sub-Advisory Agreement between
Polestar Management Company and Rittenhouse Financial Services,
Inc. with respect to the Noah Fund.
(3) To consider for approval a Distribution Agreement.
(4) To approve the engagement of Arthur Andersen LLP as independent
public accountants for the Company for the fiscal year ending
October 31, 1997.
(5) To elect five (5) Directors.
(6) To consider and act upon such other matters as may properly come
before the Meeting.
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Only shareholders of record on the books of the Company at the close
of business on June 30, 1997 will be entitled to notice of and to vote at
the Meeting or any adjournment thereof.
By Order of the Board of Directors,
William L. Van Alen, Jr.
Chairman of the Board
IMPORTANT
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WE ARE NOT ASKING YOU FOR YOUR PROXY AND YOU ARE REQUESTED NOT TO
SEND ONE.
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PRELIMINARY INFORMATION STATEMENT MATERIAL
Information Statement
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 18, 1997
This Statement is furnished in connection with matters to be voted
upon at the Annual Meeting of Shareholders of The Noah Investment Group,
Inc. (the "Company") to be held at 10:00 a.m., Eastern time, on
Monday, August 18, 1997 at 975 Delchester Road, Newtown Square, PA 19073
and at any and all adjournments thereof with respect to the matters
referred to in the accompanying Notice.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
VOTING SECURITIES AND RECORD DATE
The Common Capital Stock ($0.001 par value) issued with respect to
the Noah Fund (a series of the Company) is the only outstanding class
of voting securities. Holders of record at the close of business on
June 30, 1997 are entitled to notice of the Meeting and to vote at the
Meeting or any adjournment thereof. At the close of business on June
30, 1997, ___________ shares of Common Stock were issued, outstanding and
entitled to vote. Each share of Common Stock entitles the holder
thereof on the record date to one vote at the Meeting.
This Information Statement is first being sent to shareholders on or
about July 21, 1997.
QUORUM AND PRINCIPAL SHAREHOLDERS
The presence, in person or by proxy, of the holders of a majority of
the total of the outstanding voting securities of the Company is
necessary to constitute a quorum at the Annual Meeting. Approval of the
proposals to be presented at the Annual Meeting will
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require the affirmative vote of a majority of the outstanding voting
securities present at the Meeting.
The following Table sets forth as of June 30, 1997 the number of
shares of the Company's voting securities owned beneficially, to the
knowledge of the Company, by each beneficial owner of more than 5% of
such voting securities, by each Director (and nominee for Director)
and by all officers and Directors of the Company as a group.
HOLDERS OF MORE THAN 5% OF VOTING SECURITIES
Amount of
Name and Address of Beneficial Percentage of
Beneficial Owner Ownership Voting Securities
- ------------------- ---------- -----------------
Judy Van Alen 34,768.843* 57.75%
975 Delchester Road
Newtown Square, PA 19703
Mildred E. Krentel 5,244.756 8.72%
2610 Wayland Road
Berwyn, PA 19312-2707
Linda K. Flower 4,699.248 7.82%
3716 Whitehall Drive, Apt. 403
W. Palm Beach, FL 33401-1061
Scott J. Probosco, Jr. 4,083.203 6.66%
c/o Kevin Collins MO 310
P.O. Box 1638
Chattanooga, TN 37401
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* includes shares held for the benefit of William C. Elliott and
Emily C. Thompson each in the amounts of 591.674 shares.
GENERAL INFORMATION
Polestar Investment Management Company, 975 Delchester Road,
Newtown Square, PA 19073 serves as the Company's investment manager and
Rittenhouse Financial Services, Inc., Two Radnor Corporate Center, 100
Matsonford Road, Radnor, PA 19087 serves as the Company's Sub-Adviser,
each with respect to the Noah Fund. Firstar Trust Company, 615 E.
Michigan St., Milwaukee, WI 53202 serves as the Company's
administrator with respect to the Noah Fund.
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MATTERS TO BE ACTED UPON
ELECTION OF DIRECTORS
Five Directors are to be elected at the Annual Meeting and those
persons elected will hold office until the next Annual Meeting of
Directors and their successors have been elected and qualified.
Any vacancy occurring during the year may be filled by a majority
vote of the remaining Directors (although such majority is less than a
quorum) without any further shareholder action. There is no reason to
believe that any nominees will be unable to serve if elected and to the
best of Management's knowledge, all nominees intend to serve the entire
term for which election is sought.
Director
Name Age Since Company Position(s)
- ---- --- -------- -------------------
William Van Alen, Jr. * 64 1996 Chairman of the Board,
President and Treasurer
James L. Van Alen, II* 62 1996 Director
George R. Jensen, Jr. 62 1996 Director
Christine Jaumotte
DeGalavis-Pierot 49 1996 Director
Roger J. Knake 56 1996 Director
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* Mr. William L. Van Alen, Jr. is Chairman of the Board, President
and a Director of the Company and is Chairman of the Board, a Director,
President and majority shareholder of Polestar Management Company and
is, accordingly, an interested Director of the Company. Mr. James L.
Van Alen, II is a brother of Mr. William L. Van Alen, Jr. and is employed
by a brokerage firm and is, accordingly, an interested Director.
Mr. William L. Van Alen, Jr. is an attorney and has been engaged in
the private practice of law since 1962. He is President and Chairman of
the Board of Polestar Management Company, the Company's investment
manager. He is also President of
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Cornerstone Entertainment, Inc., a company engaged in the film and
entertainment business. Mr. Van Alen resides at 975 Delchester Road,
Newtown Square, PA 19073.
Mr. James L. Van Alen, II is now and since 1981 has been employed
with Janney, Montgomery, Scott, a stock brokerage firm located in
Philadelphia, PA. Mr. Van Alen resides at 936 Plumsock Road, Newtown
Square, PA 19073.
Mr. Jensen is the founder, Chairman and Chief Executive Officer of
USA Entertainment Network, Inc., a company that markets vending machines
activated by credit cards. Previously, Mr. Jensen was the founder, and
until recently, was the Chairman and Chief Executive Officer of American
Film Technologies, Inc. ("AFT"). He had been Chairman and a Director of
AFT since its inception in 1985. AFT is a publicly owned company which
dominates the industry in the coloring of black and white films. From
1979 until 1985, Mr. Jensen was President and Chief Executive Officer of
International Film Productions, Inc. Mr. Jensen resides at 3 Sugar
Knoll Road, Devon, PA 19333.
Ms. DeGalavis-Pierot has engaged in private practice as a
psychologist for the past eleven years, specializing in marital
counseling. She has also been actively engaged in a number of socially
beneficial programs. During 1992-93, she served as President of the
Girl Scouts of Venezuela. As an Official of the Venezuelan Ministry of
Health, Inc., she instituted a program to improve the condition of
medical institution patients nationwide. She started the first Center
for the treatment of addicted young persons in Venezuela. As Director
of Prison Conditions in Venezuela, she instituted a program to improve
the condition of prison inmates and as Special Adviser/Assistant to the
First Lady of Venezuela, she coordinated a project of the operation of a
"Head Start" type of day-care program for socially disadvantaged
children. She has also been active in the raising of funds for
organizations devoted to caring for orphans and abandoned children both
in Venezuela and in Austria. Ms. DeGalavis-Pierot resides at Village of
Golf, Delray Beach, FL 33436.
Mr. Knake was formerly a systems analyst with E. I. duPont. He has
for the past seven years been serving as President and Chief Executive
Officer of XITEL, Inc., a communications company engaged in the
development and marketing of electronic mail software. Mr. Knake
resides at 615 Mountain View Road, Berwyn, PA 19312.
Mr. Van Alen, Jr. owns 90.334 shares and Mr. Knake (together with
his wife) owns 197.225 shares of the Company.
The Directors serve without compensation. The Company does not have
a nominating or audit committee. Each Director except Ms. DeGalavis-Pierot
attended the one meeting of the Board held in the fiscal year ending
October 31, 1997.
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APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT
Polestar Management Company ("Polestar") presently serves as
investment manager of the Noah Fund pursuant to an agreement between the
Company and Polestar (the "Agreement"). The Agreement is dated March
26, 1996 and was approved by the then sole shareholder of the Fund on the
same date. It was last submitted to shareholders at a meeting convened
on December 31, 1996.
Under the terms of the Agreement, Polestar manages or arranges for
the management of the investment and reinvestment of the assets of Noah
Fund and the review, supervision and administration of the Fund's
investment program. It will also pay or provide for the payment of the
cost of such office space, office equipment and office services as are
adequate for the Fund's needs; provide competent personnel to perform
all of the Fund's executive, administrative and clerical functions not
performed by Fund employees or agents, and authorize persons who are
officers, directors and employees of Polestar who may be designated as
Company officers, directors or employees to serve in such capacities at
no cost to the Fund.
For providing such services, Polestar is to receive a fee, payable
monthly, at an annual rate of 1% of the average daily net assets of the
Noah Fund. For the period ending October 31, 1996 there were accrued
but unpaid management fees of $988 and for the period beginning November 1,
1996 and ending June 30, 1997 there were accrued but unpaid fees of $3,045.
In early December, 1996 Mr. Van Alen determined that it was not
appropriate and not conducive to good relations for Mr. Christian Kling
to continue his relationship as a Company Director and share owner of
Polestar. Mr. Kling was pursuing his primary occupation as a securities
broker in Florida and was not available at the Fund's Newtown Square
Pennsylvania office to help with the management of the Fund. After
discussions, Mr. Kling agreed to terminate his relation with the Company
and to cease to be a shareholder of Polestar. At the time Mr. Van Alen,
Ms. Van Alen and Mr. Kling owned respectively 47-1/2%, 5% and 47-1/2% of
the outstanding common stock of Polestar. A Meeting of the Board of
Directors of the Company was convened to apprise the Board of Mr. Kling's
decision. Although Mr. Kling was not in a position to control
the affairs of the Company, the Board, in an abundance of caution,
determined to meet to consider the continuation of the Investment
Management and Sub-Advisory Agreements. A meeting was convened on
December 17th and the Board (including a majority of the non-interested
Directors) approved the continuation of the Investment Management and
Sub-Advisory Agreements. Thereafter, a shareholders' meeting was
convened on December 31, 1996 at which a majority of the outstanding
voting securities were voted in favor of the continuation of the two
Agreements. Ms. Van Alen, who at the time was the beneficial owner of in
excess of 66.3% of the Noah Fund's outstanding voting securities and
who was present at the Meeting, voted in favor of the continuation of
the Agreements.
As a result of the transaction between Mr. Kling and Mr. Van Alen,
the outstanding voting securities of Polestar are owned as follows:
Mr. Van Alen -- 90% and
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Ms. Van Alen -- 10%. Mr. Van Alen, Jr. is Chairman of the Board, a
Director and President of Polestar.
APPROVAL OF THE SUB-ADVISORY AGREEMENT
Rittenhouse Financial Services, Inc. ("Rittenhouse") serves as the
Noah Fund's sub-adviser pursuant to a written agreement between
Polestar and Rittenhouse, dated March 26, 1996. The Agreement was
approved by the Company's Board of Directors at a meeting held on March
26, 1996 and by the then sole shareholder of the Company on the same
date. The Agreement was last approved by the Noah Fund shareholders at
a meeting held on December 31, 1996.
Under the terms of the Agreement, Rittenhouse is responsible for
investing and reinvesting the assets of the Noah Fund and the placement
of brokerage for portfolio transactions.
Mr. George W. Connell, Two Radnor Corporate Center, 100 Matsonford
Road, Radnor, PA 19087-4599 is the President, a Director and sole
shareholder of Rittenhouse. He is also President and a Director of The
Rittenhouse Trust Company (a commercial bank and trust company) and The
Rittenhouse Financial Securities, Inc. (a registered broker-dealer)
which is a subsidiary of The Rittenhouse Trust Company.
Rittenhouse will not charge a sub-advisory fee until such time as
the net assets of the Fund reach $100,000,000. Thereafter, an annual
fee of .25% of the Fund's average daily net assets will be charged by
Rittenhouse on assets in excess of $100,000,000. NEITHER THE COMPANY
NOR THE NOAH FUND WILL HAVE ANY RESPONSIBILITY FOR THE PAYMENT OF THE
RITTENHOUSE FEE: RITTENHOUSE'S FEE WILL BE PAID BY POLESTAR.
The Directors recommend that the shareholders approve the
continuance of the Investment Management Agreement and the Sub-Advisory
Agreement for the term to end on March 1, 1998. In making these
recommendations, the Directors have considered that the Noah Fund is
still in the early stages of development and that the quality of the
services that the Company has received since its inception have been
satisfactory. The Board has also considered that Polestar has agreed to
assume all expenses of the Company in excess of 1.75%. The Board
believes that the services of the Sub-Adviser have been outstanding and
the performance record exemplary -- 34.02% since the inception of the Fund
and 34.53% for the period from January 1 through June 30, 1997.
The vote of a majority of the outstanding voting securities is
necessary for approval.
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DISTRIBUTION PLAN
The Company's Board of Directors has approved a Distribution Plan
(the "Plan") which provides that there shall be paid out of the assets of
the Fund an amount of up to .25% annually of the average net assets of
the Fund to be used for Fund share distribution purposes. The Plan
provides that the Fund may finance activities which are primarily
intended to result in the sale of the Fund's shares, including but not
limited to, advertising, printing of prospectuses and reports for other
than existing shareholders, preparation and distribution of advertising
materials and sales literature and payments to dealers and shareholder
servicing agents.
The Noah Fund had a previous distribution plan which was not renewed
and which expired in accordance with its terms on March 1, 1997. No
distribution payments were made from Noah Fund assets during the
existence of this plan.
The terms of the new Plan are identical with the terms of the old
plan except as to the term.
In approving the New Distribution Plan, the Company's Board of
Directors believed that it was necessary for the continuing viability of
the Company and the Fund that there be a continuing increase in the
assets of the Fund through the sale of additional shares. The Board
also believed that since certain of the Fund expenses are fixed that
there will be an economy of scale resulting from any increase in assets
and shareholders.
The Board of Directors recommends that the shareholders approve the
new Distribution Plan. The vote of a majority of the outstanding voting
securities is necessary for approval.
APPROVAL OF ENGAGEMENT OF AUDITORS
The accounts of the Company for the fiscal year ended October 31,
1996 were audited by Arthur Andersen LLP ("Arthur Andersen"). The Board
had approved Arthur Andersen as the Company's independent accountant to
audit the accounts of the Company for the fiscal year ending October
31, 1996 and directed that such approval be submitted to shareholders at
their next Annual Meeting for approval.
The Board has again engaged Arthur Andersen as independent public
accountants for the fiscal year ending October 31, 1997. The Board has
determined to submit ratification of such engagement to shareholders for
their approval. A representative of Arthur Andersen will not be present
at the Meeting.
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The Board recommends that the Noah Fund shareholders ratify the
selection of Arthur Andersen as the Company's independent public
accountants for the fiscal year ending October 31, 1996 and 1997.
OTHER MATTERS
Management does not know of any other matters which are likely to be
brought before the 1997 Annual Meeting. However, in the event that any
other matters properly come before the Meeting, they will be acted on
accordingly.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the next
annual meeting to be held in 1998 must be received by the Secretary of
the Company on or before May, 1998 to be included in the information
statement for that meeting. Proposals for that meeting should be
directed to Mr. William Van Alen, Jr., President.
A COPY OF THE ANNUAL REPORT AND THE SEMI-ANNUAL REPORT OF THE
COMPANY FOR THE PERIODS ENDING OCTOBER 31, 1996 AND APRIL 30, 1997,
RESPECTIVELY, MAY BE OBTAINED BY SHAREHOLDERS WITHOUT CHARGE BY WRITING
TO THE COMPANY AT 975 DELCHESTER ROAD, NEWTOWN SQUARE, PA 19073 OR BY
CALLING THE FUND'S TRANSFER AGENT AT 1-800-794-NOAH.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
William Van Alen, Jr.
Chairman of the Board
