<PAGE> 1
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:
<TABLE>
<S> <C>
/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
/ / Solicitin Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
THE AMERICAS GROWTH FUND, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
THE AMERICAS GROWTH FUND, INC.
701 BRICKELL AVENUE
SUITE 2000
MIAMI, FLORIDA 33131
________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 4, 1996
________________________________________
To our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
of The Americas Growth Fund, Inc. (the "Company") to be held at the Sheraton
Biscayne Bay, 495 Brickell Avenue, Miami, Florida on April 4, 1996 at 10:00
a.m., local time, for the following purposes:
1. To elect two Class I directors of the Company;
2. To act upon a proposal to withdraw the Company's election as a
business development company under the Investment Company Act
of 1940 (the "1940 Act"), as a result of which the Company
will no longer be subject to regulation under the 1940 Act;
and
3. To take action upon such other business as may properly come
before the meeting or any adjournments or postponements
thereof.
January 24, 1996 has been fixed as the record date for the
determination of the stockholders entitled to receive notice of, and to vote
at, the meeting. Such stockholders may vote in person or by proxy. If your
shares are held in the name of a broker, bank or other holder of record, you
may attend the meeting, but you may not vote at the meeting unless you have
first obtained a proxy, executed in your favor, from the holder of record.
Your vote is important. Whether or not you expect to attend the
meeting, please mark, date, sign and return the proxy card enclosed with this
notice as soon as possible so that your shares can be voted. You may revoke
your proxy at any time prior to its exercise by filing a written notice with
the Secretary of the Company prior to the meeting, by executing another proxy
dated after the proxy to be revoked and prior to the meeting or by personally
attending the meeting and voting.
By Order of the Board of Directors,
Leonard J. Sokolow, President
Miami, Florida
February ___, 1996
<PAGE> 3
THE AMERICAS GROWTH FUND, INC.
701 BRICKELL AVENUE, SUITE 2000
MIAMI, FLORIDA 33131
PROXY STATEMENT
The Board of Directors of The Americas Growth Fund, Inc. (the
"Company") is soliciting proxies, the form of which is enclosed, to be used at
the Annual Meeting of Stockholders to be held at the Sheraton Biscayne Bay, 495
Brickell Avenue, Miami, Florida on April 4, 1996, at 10:00 a.m. local time, or
at any adjournment thereof.
To ensure adequate representation at the meeting, stockholders are
requested to sign the enclosed proxy and to return it promptly. Only
stockholders of record at the close of business on January 24, 1996 (the
"Record Date") will be entitled to vote at the meeting. The approximate
mailing date of this Proxy Statement and accompanying form of proxy is February
___, 1996.
Any stockholder giving a proxy has the power to revoke it at any time
before it is voted. A stockholder may revoke a proxy by sending a written
revocation prior to the meeting or by attending the meeting and voting in
person. If a proxy is signed with a preference indicated, the shares
represented thereby will be voted accordingly, but if no choice has been
specified, the shares will be voted (i) FOR the election of the nominees listed
on the proxy card; and (ii) FOR the proposal to withdraw the Company's election
as a business development company under the Investment Company Act of 1940 (the
"1940 Act"), as a result of which the Company will no longer be subject to
regulation under the 1940 Act. The Board of Directors is not aware of any
matters which will come before the meeting other than as described above. If
such matters are presented, however, the named proxies, in the absence of
instructions to the contrary, will vote such proxies in accordance with the
discretion of such named proxies on such other business as may properly come
before the meeting.
Shares represented by proxies that reflect abstentions or "broker
non-votes" (i.e., shares held by a broker or nominee which are represented at
the meeting, but with respect to which 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) will be counted as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Broker non-votes and abstentions will have the same effect as votes
against the proposal.
In the event that a quorum is present or represented by proxy at the
meeting, but sufficient votes to approve any of the proposals are not received,
the persons named as proxies may propose one or more adjournments of the
meeting to permit further solicitation of proxies in accordance with Maryland
law. The persons named as proxies will vote those proxies which they are
entitled to vote FOR any such proposal in favor of such an adjournment.
As of January 24, 1996, there were outstanding 1,265,100 shares of the
Company's common stock, par value $.01 per share ("Common Stock"). No other
class of stock is issued by the Company and each share is entitled to one vote.
The principal executive offices of the Company are located at 701
Brickell Avenue, Suite 2000, Miami, Florida 33131.
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<PAGE> 4
I. ELECTION OF DIRECTORS
The stockholders of the Company will elect two directors of the
Company at the Annual Meeting. The nominees listed below have consented to
being named a nominee in the proxy statement and have agreed to serve as a
director if elected at the Annual Meeting. If prior to the Annual Meeting, any
nominee should become unavailable to serve, and if the Board of Directors of
the Company ("Board") does not accordingly reduce the number of directorships
available, the proxies will be voted for a nominee designated by the Board of
Directors. The Board of Directors knows of no reason to anticipate that this
will occur.
In accordance with the Company's Articles of Incorporation and Bylaws,
the Board is divided into three classes, designated Class I, Class II and Class
III. At the Annual Meeting, shareholders will be electing Class I directors.
Class II and Class III directors will be elected at the Company's annual
meetings in 1997 and 1998, respectively. Each class, upon election, serves for
a three-year term. The current term of Class I directors extends to August
1995 and until their successors have been elected and qualified. The term of
the Class I directors elected at the Annual Meeting will extend to the date of
the Company's 1999 annual meeting.
The affirmative vote of at least a majority of the shares present or
represented by proxy is necessary to elect each director. It is the intention
of the persons named in the proxy to vote for the nominees named herein. THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES
NAMED HEREIN.
INFORMATION REGARDING CLASS I NOMINEES
The names of, and certain information with respect to, the persons
nominated for election as Class I directors is provided below:
Sanford B. Cohen, age 39, has been a director of the Company since
inception. In 1985, Mr. Cohen co- founded Prescott Valley
Broadcasting Co., Inc., owner of KIHX-FM and KQNA-AM radio stations in
Prescott Valley, Arizona, and has been its President since its
inception. From 1982 to 1984, Mr. Cohen was Vice President of
National Phonecasting Co., a joint venture with Gannett Broadcasting
Corp., a private company engaged in telephone broadcasting of
financial information, Mr. Cohen received his B.A. degree in Economics
in 1979 from Michigan State University.
Martin C. Engelmann, age 54, has been a director of the Company since
inception. In 1984, Mr. Engelmann co-founded Dale-Mar Associates,
Inc., a management consulting firm specializing in companies in the
health care industry with distribution in the Caribbean, and has been
its President since its inception. Since November 1988, Mr. Engelmann
has been a director of Miller Industries, Inc., a public company
engaged in manufacturing and marketing of glass doors and windows.
Mr. Engelmann received a B.S. degree in Business Administration from
The University of Florida in 1963.
2
<PAGE> 5
INFORMATION REGARDING CLASS II DIRECTORS--FOR INFORMATIONAL PURPOSE--NOT TO BE
ELECTED AT THE 1996 ANNUAL MEETING
Hon. J. Antonio Villamil, age 48, has been Vice Chairman -
International Strategy, Secretary and a director of the Company since
inception. Since January 1993, Mr. Villamil has been President and
Chief Executive Officer of the Washington Economics Group, Inc., an
economic, financial, and government relations adviser. From April
1989 to January 1993, Mr. Villamil served as Chief Economist of the
United State Department of Commerce, and most recently as Under
Secretary for Economic Affairs. From January 1981 to April 1989, Mr.
Villamil was employed by Southeast Bank, N.A., most recently as Senior
Vice President and Chief Economist, Corporate Planning and Economics
Department, Office of the Chairman of the Board. From 1978 to 1981,
Mr. Villamil was employed by Crocker National Bank, most recently as
its Vice President and Economist, Economics Department. Mr. Villamil
received a B.S. degree in Economics in 1968 and a Master of Arts in
Economics in 1971 from Louisiana State University.
Neil R. Winter, age 42, has been a director of the Company since
February, 1995. Since June 1985, Mr. Winter was a shareholder in the
CPA firm of Winter, Scheifley & Associates, P.C.. He received a
Bachelor of Science degree from Boston University in 1974 and is
licensed ass a Certified Public Accountant in the states of Colorado
and Florida. Mr. Winter is also a member of the Colorado Society of
Certified Public Accounts and the American Institute of Certified
Public Accountants.
INFORMATION REGARDING CLASS III DIRECTORS--FOR INFORMATIONAL PURPOSE--NOT TO BE
ELECTED AT THE 1996 ANNUAL MEETING
Leonard J. Sokolow, age 39, has been Chairman of the Board, President,
Chief Financial Officer and Portfolio Manager of the Company since
inception. Since August 1993, Mr. Sokolow has been President and
Chief Executive Officer of Genesis Partners, Inc. a privately-held
corporation which provides domestic and international investment
banking and financial advisory services. From May 1988 to July 1993,
Mr. Sokolow was employed by Windmere Corporation, a public corporation
engaged in the manufacture and distribution of personal care products
and small household appliances, most recently as its Executive Vice
President-Operations, Administration and Finance and General Counsel.
Since September 1992, Mr. Sokolow has been a director of Video Jukebox
Network, Inc. ("Video Jukebox"), a public company in the entertainment
industry, and Video Jukebox Network International Limited, a
subsidiary of Video Jukebox. Since March 1990, Mr. Sokolow has served
as a director of Catalina Lighting, Inc., a public company engaged in
the import and distribution of commercial and residential electrical
lighting. Since April of 1995 Mr. Sokolow has been a director of
Ezcony Interamerica, Inc. a distributor of electronic products and CD
Rom programming to Latin America. Mr. Sokolow received a B.A. degree
with majors in Economics and Accounting from The University of Florida
in 1977, a J.D. degree from The University of Florida School of Law
in 1980 and an L.L.M. (Taxation) degree from The New York University
Graduate School of Law in 1982, Mr. Sokolow is a Certified Public
Accountant.
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<PAGE> 6
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
The following table sets forth information for the period from
inception (June 3, 1994) through December 31, 1995 of the respective
compensation earned by the Chief Executive Officer of the Company and the other
executive officer who earned in excess of $100,000 (of which there were none),
(the "Named Executive") in all capacities in which he served.
Annual Compensation
-------------------
<TABLE>
<CAPTION>
Name and Principal
Position Year Salary Bonus Plan
----------------- ---- ------ ----------
<S> <C> <C> <C>
Leonard J. Sokolow, 1995 $91,500 $2,700
Chairman of the Board 1994 $33,115 -0-
President, Chief Executive
Officer & Portfolio Manager
</TABLE>
The Company has implemented an employee profit sharing plan (the
"Plan") which provides for payment of a performance fee in an amount equal to
20% of net income after taxes in each fiscal year, computed from the end of the
last fiscal year in respect of which performance fees were paid ("Plan
Income"). Such performance fee shall be payable regardless of the amount of
net income. Pursuant to his employment agreement, Mr. Sokolow will receive 10%
of Plan Income, if any; provided, however, that the amount so distributable to
Mr. Sokolow in any given year shall not exceed 50% of all amounts eligible to
be distributed under the Plan.
Directors, other than Mr. Sokolow, will receive an annual fee of
$2,500 for serving on the Board of Directors plus $250 and out-of-pocket
expenses for each meeting attended. During the fiscal year 1995, the Board of
Directors met four times, with no member attending less than 75% of the
meetings.
Other than the Plan, the Company does not have any stock option,
annuity, retirement, pension, deferred or incentive compensation plan or
arrangement under which any executive officers or directors are entitled to
benefits, nor does the Company have any long-term incentive plan pursuant to
which performance units or other forms of compensation are paid.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In September 1995 the Company entered into a month to month consulting
agreement with the Washington Economics Group, Inc. ("WEG"), of which Hon. J.
Antonio Villamil, Vice Chairman - International Strategy and a director of the
Company, is President and Chief Executive Officer. Pursuant to the consulting
agreement, WEG will receive a monthly retainer of $3,000 in exchange for
providing up to 20 hours of consulting services per month. WEG shall receive
additional compensation of $200 per hour for any consulting services provided
in excess of 60 hours per three month period. In its capacity as a consultant,
WEG shall consult with the Portfolio Manager in analyzing investments, assist
management in investor relations and, as requested, prepare formal
presentations to the Board of Directors and the advisory Board on market
developments in Latin America and the Caribbean.
4
<PAGE> 7
CERTAIN FILINGS
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership in the Common Stock. Executive officers, directors and
persons who own more than 10% of a registered class of the Company's equity
securities are required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms they file with the SEC.
To the Company's knowledge, based on copies of such reports furnished
to the Company and representations by persons that would be required to file
such forms, all of such executive officers, directors and persons who own more
than 10% of a registered class of the Company's equity securities complied with
all Section 16(a) filing requirements.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of December 21, 1995, the
beneficial ownership of the Common Stock of (i) each person who is known by the
Company to beneficially own more than 5% of the Common Stock, (ii) each
director of the Company, and (iii) all directors and executive officers of the
Company as a group (based upon information furnished by such persons). Under
the rules of the SEC, a person is deemed to be a beneficial owner of a security
if he has or shares the power to vote or direct the voting of such security or
the power to dispose or direct the disposition of such security. Accordingly,
more than one person may be deemed to be a beneficial owner of the same
securities. A person is also deemed to be a beneficial owner of any securities
of which that person has the right to acquire beneficial ownership within 60
days.
<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Percentage
of Beneficial Owner(1) Owned(2) of Class
- ---------------------- ----------------- -----------
<S> <C> <C>
Leonard J. Sokolow(3) . . . . . . . . . . . . . . . 100 *
Hon. J. Antonio Villamil . . . . . . . . . . . . . -0- *
Neil R. Winter . . . . . . . . . . . . . . . . . . -0- *
Sanford B. Cohen . . . . . . . . . . . . . . . . . -0- *
Martin C. Engelmann . . . . . . . . . . . . . . . . -0- *
*Less than 1%
</TABLE>
(1) The business address for purposes hereof of all of the Company's
directors and executive officers is in care of the Company.
(2) Unless otherwise noted, the Company believes that all persons in the
table have sole voting and disposition power with respect to all shares
of Common Stock beneficially owned by them.
(3) Additionally represents all directors and officers as a group (5
persons).
5
<PAGE> 8
II. PROPOSAL TO WITHDRAW THE COMPANY'S ELECTION AS A BUSINESS DEVELOPMENT
COMPANY UNDER THE 1940 ACT.
GENERAL
The Company has been formed as a non-diversified, closed-end management
investment company electing to be treated as a business development company
under the 1940 Act. As a result of being a business development company, the
Company has been exempt from being "registered" as an investment company under
the 1940 Act, although the Company is still subject to significant regulation
under the 1940 Act. See "Requirements under the 1940 Act" below.
The Board of Directors of the Company has unanimously determined that,
for the reasons set forth below, it is in the best interest of the Company and
its stockholders to seek stockholder approval to withdraw the Company's
election as a business development company. The 1940 Act provides that a
business development company shall not withdraw its election as a business
development company, unless authorized by a vote of a majority of its
outstanding voting securities. Accordingly, the Board has authorized the
solicitation of stockholder approval to effectuate such withdrawal.
The Board determined that a withdrawal of its election as a business
development company is in the best interest of the Company in order to
effectuate the Company's strategic goals to acquire one or more operating
businesses. The acquisition of an operating business will be for the principle
purpose of deriving the benefit of the earnings from the conduct of such
business acquired rather than for the purpose of obtaining dividend and
interest income through the efforts of others and disposing of such business
after it has appreciated in value. The Company plans to participate in the
management of such acquired business through Board representation and officers
of the Company who will serve as directors or officers, or both, of the new
business.
Consistent with the Company's strategic goals, the Company has entered
into a non-binding letter of intent to acquire, via merger, Tallard
Technologies B.V. ("Tallard"), a privately-held Dutch holding company, which
through its locations in the U.S., Brazil and Mexico is engaged in the sale and
distribution of computers, peripherals, software and services related to the
information processing industry. The Company's merger with Tallard is subject
to the approval of the stockholders of the Company. Stockholders will have an
opportunity to consider and vote upon the proposed merger with Tallard at the
Company's 1996 Annual Meeting of Stockholders that is presently intended to be
held during the second quarter of 1996. For additional information regarding
the Company's letter of intent with Tallard, see "Contemplated Merger with
Tallard" below.
YOU ARE NOT BEING ASKED TO APPROVE THE PROPOSED TALLARD MERGER AS PART OF
THIS PROXY STATEMENT. PRIOR TO SUCH MERGER AND AS REQUIRED BY APPLICABLE
MARYLAND LAW, THE COMPANY WILL SOLICIT STOCKHOLDER APPROVAL BY MEANS OF A
SUBSEQUENT PROXY STATEMENT.
As a result of a merger with Tallard or another company, the Company is
not expected in the future to fall within the statutory definition of an
"investment company" under the 1940 Act. Since, the exemptive benefits of the
1940 Act business development company election will no longer be relevant to
the Company, the Board has concluded that it is not in the best interest of the
Company to unnecessarily subject the Company to the limitations and regulatory
burdens imposed under the 1940 Act upon business development companies. In
addition, the Board
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<PAGE> 9
believes that, even if the Tallard merger is not consummated as contemplated,
the Company would be more attractive to other merger candidates as a
non-business development company. Other than the letter of intent with
Tallard, the Company presently does not have any agreement, understanding or
arrangement with respect to the acquisition of, or merger with, another
business.
Following stockholder approval of this proposal, the Board will pass a
resolution in accordance with Rule 3a-2 under the 1940 Act whereby the Company
will not be deemed to be engaged in the business of investing, reinvesting,
owning, holding or trading in securities during a period of time (not to exceed
one year) and that the Company has a bona fide intent to be engaged primarily,
as soon as is reasonably possible (in any event by the termination of such
period of time), in a business other than that of investing, reinvesting,
owning, holding or trading in securities. Following adoption of such
resolution pursuant to Rule 3a-2 and subsequent filing of a notification of
such withdrawal with the Commission, the Company will no longer be considered
either a registered investment company nor an investment company election
status as a business development company, and accordingly, will no longer be
subject to the 1940 Act. The Company will, however, continue to be registered
under the Securities Exchange Act of 1934 and the Common Stock will continue to
be listed on the NASDAQ SmallCap Market.
Approval of the proposal to withdraw the Company's election as a business
development company under the 1940 Act requires the affirmative vote of the
holders of more than 50% of the Company's outstanding Common Stock. In
addition, this proposal will require an amendment to the Company's Articles of
Incorporation to delete the reference in Article III thereof that the purpose
for which the Company is formed is "to act as a closed-end management
investment company, electing status as a Business Development Company under the
Investment Company Act of 1940." Accordingly, stockholder approval of this
proposal will be deemed to include approval of such an amendment to Article III
of the Company's Articles of Incorporation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL
CERTAIN REQUIREMENTS UNDER THE 1940 ACT
A company falling within the definition of the term "investment company"
under the 1940 Act is required to register with the Commission as such unless
an exemption from such registration is available. In 1980, the 1940 Act was
amended to provide for the regulation of business development companies and to
exempt such companies from registration under the 1940 Act. A business
development company is, in effect, a closed-end investment company that: (i) is
operated for the purpose of making investments in small and developing
businesses; (ii) makes available significant managerial assistance to its
portfolio companies; and (iii) notifies the Commission of its election to be
treated as a business development company under the 1940 Act.
As a result of the Company's election to be a business development
company, the Company has been exempt from the requirement to register as an
investment company under the 1940 Act. However, the Company has been subject
to the 1940 Act's provisions and rules applicable to business development
companies, as well as numerous provisions of the 1940 Act applicable to
registered closed-end investment companies. These consist of extensive
regulations relating to the business development companies' operations,
including: (i) capital structure requirements;
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<PAGE> 10
(ii) limits on the sources of funds from which the Company may make
distributions, (iii) limits on the Company's ability to distribute and
repurchase its securities; (iv) requirements relating to disinterested persons;
(v) restrictions on executive compensation arrangements; and (vi) limitations
on transactions with affiliates.
A business development company may not withdraw its election as a
business development company unless authorized by the vote of a majority of its
outstanding voting securities. Following approval by the Company's
stockholders of the proposal, the Company will file with a Commission a notice
of withdrawal of election to be a business development company on Form N-54C
pursuant to the 1940 Act. Withdrawal of the election is effective upon the
filing of a Form N-54C notification.
After withdrawal of its election as a business development company, the
Company will not be required to register as an investment company under the
1940 Act based on the exemption provided by Rule 3a-2 under the 1940 Act for
transient investment companies. Under Rule 3a-2, a company is deemed not to be
engaged in the business of investing, reinvesting, owning, holding or trading
in securities during a prior of time not to exceed one year where there is a
bona fide intent on the part of the company to be engaged primarily, as soon as
it is reasonably possible (in any event by the termination of such period of
time), in business other than that of investing, reinvesting, owning, holding
or trading in securities. In accordance with Rule 3a-2, the Board will approve
a resolution evidencing such intent following stockholder approval of the
proposal.
CONTEMPLATED MERGER WITH TALLARD
SET FORTH BELOW IS A DISCUSSION OF THE COMPANY'S NON-BINDING LETTER OF
INTENT WITH TALLARD. PLEASE NOTE THAT YOU ARE NOT BEING ASKED TO CONSIDER OR
VOTE UPON THIS TRANSACTION AS PART OF THIS PROXY STATEMENT. THIS INFORMATION
IS BEING PROVIDED TO YOU AT THIS TIME SOLELY FOR YOUR INFORMATION. SUBJECT TO
THE NEGOTIATION OF A DEFINITIVE AGREEMENT, THE COMPANY'S MANAGEMENT WILL SUBMIT
THIS MATTER TO STOCKHOLDERS FOR VOTE AS REQUIRED BY MARYLAND LAW AND THE
COMPANY'S ARTICLES OF INCORPORATION PRIOR TO ANY SUCH MERGER. ALTHOUGH THERE
CAN BE NO ASSURANCE THAT THE PARTIES WILL AGREE TO THE TERMS FOR THE DEFINITIVE
AGREEMENT, IT IS ANTICIPATED THAT STOCKHOLDER APPROVAL OF THE TRANSACTION WILL
BE SOLICITED DURING THE SECOND QUARTER OF 1996.
On November 21, 1995, the Company entered into a non-binding letter of
intent with Tallard, a privately-held Dutch holding company, which through its
locations in the U.S., Brazil and Mexico is engaged in the sale and
distribution of computers, peripherals, software and services related to the
information processing industry. Tallard has a distribution agreement with
Apple Computer, Inc. ("Apple") and believes it is the largest distributor of
Apple products to independent resellers located in the Caribbean and Latin
America. Tallard recently acquired a 35.5% interest in Grupo Qualita, S.A. de
C.V., one of the largest value added resellers or "VAR" in Latin America for
Hewlett Packard, its primary vendor, and has distribution agreements with
various other significant vendors. Tallard also provides services in the areas
of installation, networking system integration and training.
Under the terms of the letter of intent, the Company will acquire all of
the outstanding securities of Tallard in exchange for the issuance of
approximately 8,088,406 shares of Common Stock to the sole stockholder of
Tallard, a European charitable trust (the "Trust") or a company controlled
thereby. As part of the proposed transaction, a company owned by the Trust and
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<PAGE> 11
Leonard J. Sokolow, the Company's President, will invest approximately
$5,820,000 and $180,000, respectively, to purchase shares of the Company's
common stock at a purchase price of approximately $2.44 per share.
If this transaction is completed, Mr. Peder Wallenberg, a Swedish
investor, would serve as the Chairman of the Company. Messrs. Sokolow and
Villamil, current members of the Board, will also serve on the board of the
Company after the merger.
As part of the transaction, the Company presently intends to issue a
warrant ("Warrant") to each of its stockholders for each four shares of Common
Stock owned of record upon the closing of the merger. Each warrant will
entitle the holder to purchase one share of Common Stock at an exercise price
of $2.50 per share. The letter of intent also provides for the grant of stock
options ("Options") to purchase up to 500,000 shares of Common Stock to
Tallard's current management at an exercise price not less than $2.50 per share
and the grant of options to each of the current members of the Board (excluding
Mr. Sokolow) to purchase 5,000 shares of Common Stock at an exercise price of
$2.50 per share.
It is intended that the Warrants, Options, the shares of Common Stock
underlying the Warrants and the Common Stock issued to the Trust will be
registered for sale with the Commission. The Trust and Mr. Sokolow will
forfeit 50% of their Warrants if the Company does not realize $2,200,000 in
pre-tax earnings in 1996. In addition, the shares of Common Stock, Warrants
and Options issued to the Trust, Mr. Sokolow and Tallard's management will
subject to a two year lock-up period during which such securities may not be
publicly sold.
The contemplated merger with Tallard is subject to the negotiation of a
definitive agreement and approval of the definitive terms and conditions of the
transactions by the stockholders of the Company and Tallard. Management of the
Company expects this matter to be submitted to stockholders in the second
quarter of 1996.
OTHER MATTERS
The Board of Directors knows of no other matter to be acted upon at the
meeting and does not intend to present any other matters. If any other matters
properly come before the meeting or any adjournments or postponements thereof,
however, the persons named as proxies will have discretionary authority to vote
the shares represented by the accompanying form of proxy in accordance with
their best judgment.
The Company will bear the entire cost of preparing, assembling, printing
and mailing this Proxy Statement, the accompanying proxy card and any
additional material which may be furnished to stockholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries and
custodians to forward to the beneficial owners of the Common Stock. The
Company will reimburse brokerage houses, fiduciaries and custodians their
out-of-pocket expenses for sending proxy material to beneficial owners. The
solicitation of proxies may be made by mail, telephone or telegram and may be
made by directors, officers and employees of the Company without extra
remuneration.
By Order of the Board of Directors,
Leonard J. Sokolow, President
9
<PAGE> 12
APPENDIX A
THE AMERICAS GROWTH FUND, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - APRIL 4, 1996
The undersigned hereby appoints Leonard J. Sokolow and the Hon. J.
Antonio Villamil, or either of them, with full power of substitution, as proxy
for the undersigned, at the Annual Meeting of Stockholders of The Americas
Growth Fund, Inc. (the "Company"), to be held on Thursday, April 4, 1996, at
10:00 a.m. local time, or at any adjournment thereof, to vote shares, execute
consents, and otherwise act for the undersigned in the same manner as if the
undersigned were personally present, for the proposals below and any other
matter properly brought before the meeting or any adjournment thereof, all as
set forth in the Proxy Statement dated February __, 1996. THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN
BELOW. IF NO DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE
FOLLOWING PROPOSALS.
I. ELECTION OF CLASS I DIRECTORS
SANFORD B. COHEN FOR _________ AGAINST _________
NEIL R. WINTER FOR _________ AGAINST _________
II. PROPOSAL TO WITHDRAW THE COMPANY'S ELECTION AS A BUSINESS DEVELOPMENT
COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS A RESULT OF WHICH
THE COMPANY WILL NO LONGER BE SUBJECT TO REGULATION UNDER SUCH ACT.
FOR ________ AGAINST _______ ABSTAIN _______
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
(CONTINUED FROM OTHER SIDE)
Number of Shares:
----------------------------
Dated: , 1996
-------------------------------
---------------------------------------------
Signature
---------------------------------------------
Signature, if held jointly
Please sign exactly as your name(s) appear(s) on
this proxy. 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 the President or other authorized officer. If
a partnership, please sign in partnership name
by any authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE
