<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>
/ / 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 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):
/ / $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:
/X/ 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; and
2. To take action upon such other business as may properly come
before the meeting or any adjournments or postponements
thereof.
February 12, 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 29, 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 February 12, 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 March 2,
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 FOR the election of the nominees listed on
the proxy card. 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 have no effect on the outcome of
the election of directors.
In the event that a quorum is present or represented by proxy at the
meeting, but sufficient votes to approve the proposal 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 such proposal in favor of such an adjournment.
As of February 12, 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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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 a plurality of the shares present or
represented by proxy is necessary to elect each director. Unless you specify
otherwise on the accompanying proxy, it will be voted for the two Class I
nominees listed below. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF THE NOMINEES LISTED BELOW.
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.
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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
December 31, 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.
<TABLE>
<CAPTION>
Annual Compensation
-------------------
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.
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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
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
6
<PAGE> 9
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 proposal below and any other
matter properly brought before the meeting or any adjournment thereof, all as
set forth in the Proxy Statement dated February 29, 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 FOR THE FOLLOWING
NOMINEES.
ELECTION OF CLASS I DIRECTORS
SANFORD B. COHEN FOR _________ AGAINST _________
MARTIN C. ENGELMANN FOR _________ AGAINST _________
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 10
<TABLE>
<CAPTION>
<S> <C> <C>
(CONTINUED FROM OTHER SIDE)
Number of Shares:
-----------------
Dated: March , 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.
</TABLE>
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE
