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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:
/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 Section 240.14a-11(c) or Section
240.14a-12
MORGAN FUNSHARES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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MORGAN FUNSHARES, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 2, 1996
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The Annual Meeting of Shareholders of Morgan FunShares, Inc. (the "Fund")
will be held at Cambridge Court Office Building, Second Floor Meeting Room,
28601 Chagrin Blvd., Cleveland, Ohio at 6:00 p.m., local time, on Tuesday, April
2, 1996 for the following purposes:
1. To elect seven Directors to the Fund's Board of Directors to hold office
until the next Annual Meeting and until their respective successors have
been duly elected and qualified.
2. To approve or disapprove the terms of a new Investment Advisory
Agreement between the Fund and Burton D. Morgan, the proposed new
Investment Advisor.
3. To ratify or reject the continuation of McCurdy & Associates C.P.A.'s,
Inc. as the Fund's independent public accountants for the fiscal year
ending December 31, 1996.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record as of the close of business on March 1, 1996 are
entitled to vote at the meeting or any adjournment thereof.
Robert W. Curtin,
SECRETARY
Cleveland, Ohio
March , 1996
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED FORM OF PROXY. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND
THE MEETING.
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PROXY STATEMENT
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The accompanying proxy is solicited by the Directors of Morgan FunShares,
Inc. (the "Fund") for use at the Annual Meeting of its Shareholders, to be held
at Cambridge Court Office Building, Second Floor Meeting Room, 28601 Chagrin
Blvd., Cleveland, Ohio at 6:00 p.m., local time, on Tuesday, April 2, 1996.
Shareholders of record as of the close of business on the record date, March
1, 1996, are entitled to vote at the Annual Meeting or any adjournment thereof.
As of that date, 587,995 common shares of the Fund were outstanding, each of
which is entitled to one vote at the Annual Meeting.
This proxy statement and form of proxy is being mailed to shareholders on or
about March , 1996.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS 1995 ANNUAL REPORT TO
ANY SHAREHOLDER WHO REQUESTS IT BY CONTACTING MS. LYNN SARALLI, MAXUS INVESTMENT
GROUP, 28601 CHAGRIN BOULEVARD, CLEVELAND, OHIO 44122 (CALL TOLL-FREE
1-800-44-MAXUS).
1. ELECTION OF DIRECTORS
It is the intention of the persons named in the accompanying form of proxy
to vote at the Annual Meeting for the election of the nominees named below as
Directors of the Fund to serve until the next Annual Meeting and until their
successors are elected and qualified. Each such nominee has consented to being
named herein and to serve if elected. If any such nominee should be unable to
serve, an event not now anticipated, the persons named as proxies may vote for
other persons in their discretion. A shareholder may instruct the persons named
as proxies not to vote the shares represented by his proxy for any or all of the
nominees for election.
INFORMATION CONCERNING NOMINEES
The information concerning the nominees set forth in the following table is
based in part on information received from the respective nominees and in part
on the Fund's records:
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE
OF SHARES
NAME AND POSITION WITH THE FUND BENEFICIALLY OWNED AS
(1) PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND AGE OF MARCH 1, 1996
- --------------------------------- ------------------------------------------------------ ---------------------
<S> <C> <C>
J. Martin Erbaugh President, JM Erbaugh Co. (private investment 2,700 (2)
Director company); President, Coer Properties (real estate
development company); Director, Lesco, Inc. and
Barefoot, Inc.; Director, Morgan Bank NA; Age 47.
Burton D. Morgan* Chairman, Morgan Bank NA; President, Basic Search, 250,000 (42.5%)
Director Inc. (venture capital); Chairman, Multi-Color
Corporation (printing); Director, Morgan Adhesives
Company (manufacturer of adhesive paper foil and
film); Effective October 18, 1995, he became a
registered investment advisor; Age 79
Robert F. Pincus** Vice President, Resource Management Inc.; Age 51 2,950 (2)
President and Director
</TABLE>
2
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<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE
OF SHARES
NAME AND POSITION WITH THE FUND BENEFICIALLY OWNED AS
(1) PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND AGE OF MARCH 1, 1996
- --------------------------------- ------------------------------------------------------ ---------------------
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F. Carl Walter President and Director of Client Services, Chess 3,204 (2)
Director Financial Corp.; Age 44
William K. Cordier Chairman and CEO, Cordier Group Holdings, Inc. and 0
Canton Drop Forge, Inc.; Director, National City Bank,
Northeast; Age 68
Keith Brown President, Chimera Corp. (management consultant 0
services); Director, USG Corp.; Age 44
James M. Hojnacki Vice President, Commercial Banking Department, The 0
Provident Bank, Cleveland, Ohio; Certified Public
Accountant, State of Ohio; Age 34
</TABLE>
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* Mr. Morgan is an "interested person" as defined by the Investment Company
Act of 1940 (the "Act") by reason of his acting as investment advisor upon
approval of a new Investment Advisory Agreement and by reason of his
beneficial ownership of 42.5% of the outstanding shares of the Fund.
** Resource Management Inc. is the parent company of Maxus Asset Management
Inc., the Fund's current Investment Advisor. Resource Management Inc.'s
subsidiary Mutual + Shareholder Services Corporation ("MSSC") provided
accounting services to the Fund during the fiscal year ending December 31,
1995, and the Fund anticipates entering into a new Accounting Services
Agreement with MSSC for the fiscal year ending December 31, 1996.
(1) Mr. Morgan has served as a Director since 1989, Messrs. Pincus and Walter
have served since 1993, and Mr. Erbaugh has served since 1994.
(2) Constitutes less than 1% of outstanding shares.
As of March 1, 1996, all nine Officers and Directors as a group held 277,354
shares, constituting 47.2% of the outstanding shares of the Fund.
Four meetings of the Board of Directors were held during the fiscal year
ended December 31, 1995. Each Director attended at least 75% of the meetings of
the Board of Directors during the fiscal year.
The Fund does not have a standing audit committee, nominating committee, or
compensation committee of the Board of Directors.
EXECUTIVE OFFICERS
In addition to Mr. Pincus, the Fund has the following executive officers:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND POSITION WITH THE FUND BENEFICIALLY OWNED AS
(1) PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND AGE OF MARCH 1, 1996
- --------------------------------- ------------------------------------------------------ ---------------------
<S> <C> <C>
Richard Barone Chairman and President, Resource Management Inc.; 4,100 (2)
Chairman President, Maxus Asset Management Inc.; Chairman and
Treasurer, Maxus Securities Corp.; Age 54
</TABLE>
3
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<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND POSITION WITH THE FUND BENEFICIALLY OWNED AS
(1) PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND AGE OF MARCH 1, 1996
- --------------------------------- ------------------------------------------------------ ---------------------
<S> <C> <C>
James Onorato Vice President, Resource Management Inc.; Portfolio 500 (2)
Vice President Manager, Maxus Asset Management Inc.; Age 39
Robert W. Curtin Senior Vice President and Secretary, Resource 1,000 (2)
Secretary Management Inc.; President and Secretary, Maxus
Securities Corp.; Secretary, Maxus Asset Management
Inc.; Formerly financial principal, Daley Securities
Corp.; Formerly Executive Vice President, Roulston &
Company, Inc.; Age 51
</TABLE>
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(1) Mr. Barone has served since 1994, Mr. Onorato has served since 1993 and Mr.
Curtin has served since 1994.
(2) Constitutes less than 1% of outstanding shares.
COMPENSATION OF DIRECTORS
Each Director who was not an interested person of Maxus Asset Management
Inc. was compensated by the Fund with a fee of $100 for each Board of Directors
or shareholders meeting attended.
2. APPROVAL OF INVESTMENT ADVISORY AGREEMENT
Maxus Asset Management Inc. ("Maxus") currently serves as investment advisor
to the Fund pursuant to an Investment Advisory and Administration Agreement (the
"Existing Advisory Agreement") dated February 16, 1994. The Agreement was
initially approved by the Directors on February 16, 1994. On February 16, 1995,
the Directors, including a majority of the Directors who are not "interested
persons" of the Fund or Maxus, approved the continuation of the Existing
Advisory Agreement.
The Existing Advisory Agreement provides that as compensation for its
services to the Fund, Maxus is entitled to receive from the Fund an annual fee
of 1% of the first $150,000,000 of the Fund's average daily net asset value and
0.75% of the Fund's average daily net asset value in excess of $150,000,000,
payable monthly. The Existing Advisory Agreement also provides that Maxus
reimburse the Fund in the amount, if any, by which total expenses of the Fund
for any fiscal year, exclusive of interest, taxes, brokerage fees and
commissions, amortization and extraordinary expenses, but including the
management fee, exceed 2% of average annual net assets of the Fund, except that
the amount of such reimbursement would not exceed the amount of fees received by
Maxus for the period for which reimbursement was made. Maxus received a
management fee from the Fund for the fiscal year ended December 31, 1995, in the
amount of $48,412.
The Fund has an Accounting Services Agreement with Mutual + Shareholder
Services Corporation ("MSSC"), a subsidiary of Resource Management Inc. the
parent company of Maxus, under which during the fiscal year ended December 31,
1995, the Fund paid MSSC $11,020. The Fund anticipates entering into a new
Accounting Services Agreement with MSSC, under which it will continue to provide
the same services at an increased fee starting at .50% of the Fund's average
daily net asset value.
In the fiscal year ended December 31, 1995, the Fund paid brokerage
commissions aggregating $2,826 (representing 100% of the Fund's aggregate
brokerage commissions) to Maxus Securities Corp. ("MSC"). MSC is a wholly-owned
subsidiary of Resource Management Inc.
At the request of Burton D. Morgan, the Directors did not renew the Existing
Advisory Agreement. Mr. Morgan is seeking shareholder approval to become the new
investment advisor to the Fund. In addition to shareholder approval, the
Investment Company Act of 1940, as amended (the "Act")
4
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requires that the proposed new Investment Advisory Agreement be approved by the
majority of the Directors who are not "interested persons" of the Fund. If the
new Investment Advisory Agreement (as described below) is approved by the
shareholders at the Annual Shareholders Meeting, it is intended that the newly
constituted Board of Directors will hold a special meeting of the Directors at
the conclusion of the Annual Shareholders Meeting. At that meeting, the newly
constituted Board of Directors will consider, among other things, the proposed
new Investment Advisory Agreement. The newly constituted Board of Directors will
be provided in advance of the Directors' meeting with various materials for its
consideration including copies of the above proposed agreement. If approved by
the shareholders at this Meeting and if approved by the newly constituted Board
of Directors at its special meeting to be held at the conclusion of the Annual
Shareholders Meeting, it is intended that the proposed new agreement described
herein will take effect upon approval of the newly constituted Directors, and
the Existing Advisory Agreement will terminate on that date.
Mr. Morgan is proposing the new Investment Advisory Agreement for the Fund
including his appointment as the new Investment Advisor. Mr. Morgan believes
that it is in the Fund's best interest and the interests of its shareholders
that he become the new Investment Advisor to the Fund and thus exercise control
of the management and oversight of the Fund's investments. The Directors did not
renew the Existing Advisory Agreement at the request of Mr. Morgan. Mr. Morgan
is the beneficial owner of 42.5% of the Fund, an existing Director of the Fund,
and the creator of the Fund. The Fund was incorporated under the laws of the
State of Ohio on July 15, 1983, but did not begin active operations until
August, 1989 when it commenced operations as a private investment fund under the
creation and direction of Mr. Morgan. Mr. Morgan became licensed as an
investment advisor with the Securities and Exchange Commission ("SEC") on
October 18, 1995. Mr. Morgan created the investment philosophy of the Fund and
does not plan to make any changes in the investment philosophies and practices
of the Fund as a result of his becoming the Investment Advisor. Mr. Morgan is an
experienced investor, has managed his own portfolio, and is the founder of the
Fund and creator of its investment policies.
NEW INVESTMENT ADVISORY AGREEMENT. The terms of the new Investment Advisory
Agreement are substantially the same as the terms of the Existing Advisory
Agreement. The Fund is obligated to pay the same advisory fees under the new
Investment Advisory Agreement as it is obligated to pay under the Existing
Advisory Agreement.
The new Investment Advisory Agreement provides that as compensation for his
services to the Fund, the Advisor is entitled to receive from the Fund an annual
fee of 1% of the average value of the Fund's net assets up to $150,000,000, and
.75% of the average value of the Fund's net assets in excess of $150,000,000,
payable monthly. The Agreement also provides that the Advisor shall reimburse
the Fund in the amount, if any, by which total operating expenses of the Fund
for any fiscal year, exclusive of taxes, interest, brokerage fees and
commissions, amortization and extraordinary expenses, exceed 2% of the average
annual net assets of the Fund, except that the amount required to be reimbursed
for any fiscal year shall not exceed the amount of fees received by the Advisor
with respect to that fiscal year.
Subject to the supervision of the Fund's Board of Directors, the Advisor
will (i) manage all the Fund's assets in accordance with the Fund's investment
objectives, policies and limitations as stated in the Fund's prospectus; (ii)
make investment decisions with respect to the assets; and (iii) place orders to
purchase and sell securities and, where appropriate, commodity futures contracts
with respect to assets.
Under the Agreement, the Advisor is not liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matter to which the Investment Advisory Agreement relates, provided that nothing
in the Investment Advisory Agreement protects the Advisor against any liability
to the Fund or to the holders of the Fund's shares representing interests in the
5
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Fund to which the Advisor would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on his part in the performance of his
duties or by reason of the Advisor's reckless disregard of his obligations and
duties under the Agreement.
The Agreement, once it becomes effective, will continue for a period of one
year, and will automatically renew for successive annual periods, provided the
continuance is specifically approved by (i) the Fund's Board of Directors or
(ii) by a vote of a majority of the Fund's outstanding voting securities (as
defined in the Act), provided that in either event the continuance is also
approved by a majority of the Board of Directors who are not "interested
persons" (as defined in the Act) of the Fund, by vote cast in person at a
meeting called for the purpose of voting on the approval. Notwithstanding the
foregoing, the Agreement may be terminated (i) at any time without penalty by
the Fund, upon the vote of the majority of the Fund's Board of Directors or by
vote of the majority of the Fund's outstanding voting securities, upon notice to
the Fund, or (ii) by the Advisor at any time without penalty.
The proposed new Investment Advisor, Mr. Morgan, is doing business as a sole
proprietorship whose address is Park Place, 10 West Streetsboro, Hudson, Ohio
44236-2850.
The affirmative vote of at least 67% of the shares represented at the
meeting (if more than 50% of the outstanding shares entitled to vote are
represented at the meeting) or a majority of the outstanding shares of the Fund,
whichever is less, is required to approve the new Investment Advisory Agreement.
3. APPOINTMENT OF AUDITORS
The Directors of the Fund, including a majority of the Directors who are not
"interested persons" of the Fund, have selected McCurdy & Associates C.P.A.'s,
Inc. to continue as Auditors for the Fund for the fiscal year ending December
31, 1996. McCurdy & Associates C.P.A.'s, Inc. has advised the Fund that it has
no direct or indirect financial interest in the Fund. This selection is subject
to the approval of the shareholders of the Fund at the Annual Meeting. The
enclosed proxy card provides space for instructions directing the proxies named
therein to vote for or against ratification of the selection. A representative
of McCurdy & Associates C.P.A.'s, Inc. is expected to be present at the Annual
Meeting and will be available to respond to appropriate questions relating to
the examination of the Fund's financial statements and will have the opportunity
to make a statement if so desired.
BENEFICIAL OWNERSHIP
As of March 1, 1996, the only person who was known by the Fund to be the
beneficial owner of more than 5% of the outstanding shares of the Fund was
Burton D. Morgan, Park Place, 10 West Streetsboro, Hudson, Ohio, who owned
250,000 shares (42.5% of the outstanding shares) as of that date.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Fund's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Fund's equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Fund. Officers, directors and greater than 10%
beneficial owners are required by SEC regulations to furnish the Fund with
copies of all Section 16(a) forms which they file with the SEC.
To the Fund's knowledge, based solely on review of the copies of such
reports furnished to the Fund and written representations that no other reports
were required, during 1995, all Section 16(a) filing requirements applicable to
its officers, directors and greater than 10% beneficial owners were complied
with.
6
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OTHER MATTERS
The Fund knows of no business to be brought before the meeting except as set
forth above. If, however, any other matters properly come before the meeting,
the persons named in the enclosed form of proxy intend to vote on such matters
in accordance with their best judgement.
REVOCATION OF PROXIES
Any person giving a proxy has power to revoke it at any time prior to its
exercise by executing a superseding proxy or by submitting a notice of
revocation to the Secretary of the Fund. In addition, a shareholder present at
the Meeting may withdraw his proxy and vote in person. All properly executed and
unrevoked proxies received in time for the Meeting will be voted in accordance
with the instructions contained therein. If no specification is made on a proxy,
it will be voted for the election of Directors, for the approval of the proposed
new Investment Advisory Agreement, and for ratification of the continuation of
the independent accountants.
SOLICITATION OF PROXIES
Proxies will be solicited by mail and may also be solicited in person or by
telephone by Officers or Directors of the Fund. The cost of preparing and
mailing this statement and the accompanying form of notice and proxy will be
borne by the Fund.
Although neither Ohio law nor the Articles of Incorporation or Code of
Regulations of the Fund specifically provide for such matters, the Fund's policy
and practice is that (i) properly executed proxies that are marked "abstain" or
are held in "street name" by brokers that are not voted on one or more proposals
(if otherwise voted on at least one proposal) will be counted for purposes of
determining whether a quorum has been achieved at the Annual Meeting, and (ii)
abstentions and broker non-votes will not be treated as either a vote for or a
vote against any of the proposals to which such abstention or broker non-vote
applies.
PROPOSALS OF SECURITY HOLDERS
Proposals of shareholders intended to be presented at the Annual Meeting of
the Fund in 1997 must be received by the Fund no later than December 4, 1996 for
inclusion in the Fund's proxy statement and form of proxy relating to that
meeting. The mailing address of the Fund is 28601 Chagrin Boulevard, Cleveland,
Ohio 44122.
By order of the Board of Directors
Robert W. Curtin,
SECRETARY
March , 1996
7
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PROXY MORGAN FUNSHARES, INC. PROXY
Annual Meeting of Shareholders - April 2, 1996
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Burton D. Morgan and J. Martin Erbaugh, and
each of them, the proxies of the undersigned with power of substitution to each
of them to vote all shares of Morgan FunShares, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Shareholders held at Cambridge Court
Office Building, Second Floor Meeting Room, 28601 Chagrin Blvd., Cleveland, Ohio
on April 2, 1996 at 6:00 p.m., local time, and any adjournment thereof.
1. Election of Directors: (Instructions: To withhold authority to vote for
any individual nominee, strike a line through the nominee's name indicated
below).
J. MARTIN ERBAUGH F. CARL WALTER JAMES M. HOJNACKI
BURTON D. MORGAN WILLIAM K. CORDIER
ROBERT F. PINCUS KEITH BROWN
2. Proposal to approve the terms of a new Investment Advisory Agreement.
3. Proposal to ratify the continuation of McCurdy & Associates C.P.A.'s, Inc.,
as auditors for the fiscal year ending December 31, 1996.
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting including the election of
any person as a Director if any of the nominees named above is unable to
serve or for good cause unwilling to serve and matters incident to the
conduct of the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR PROPOSALS 1, 2 AND 3. PLEASE VOTE PROMPTLY.
<PAGE>
1. ELECTION OF DIRECTORS 2. TO APPROVE THE TERMS 3. TO RATIFY THE
(Vote for all nominees OF THE NEW INVESTMENT CONTINUATION OF MCCURDY &
except as indicated ADVISORY AGREEMENT. ASSOCIATES C.P.A.'S, INC.
above). AS AUDITORS.
For Withhold Authority For Against Abstain For Against Abstain
/ / / / / / / / / / / / / / / /
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<S> <C>
DO YOU PLAN TO ATTEND THE ANNUAL MEETING? Dated: -------------------------------------------------------
YES / / NO / / Signature(s) of Shareholder(s)
Please sign exactly as name appears in the box on the left. When
signing as attorney, executor, administrator, trustee or
guardian, please give your title as such. If a corporation,
please sign in full corporate name by president or other
authorized officer. If a partnership, please sign partnership
name by authorized person as a joint account, please provide both
signatures.
--------------------------------------------------------------
Print Name of Shareholder
--------------------------------------------------------------
Signature
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Print Shareholder Name if held jointly
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Signature if held jointly
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