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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE AMERICAS GROWTH FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 in 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:
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THE AMERICAS GROWTH FUND, INC.
701 BRICKELL AVENUE
SUITE 2000
MIAMI, FLORIDA 33131
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 7, 1997
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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 Sheraton Biscayne
Bay, 495 Brickell Avenue, Miami, Florida on July 7, 1997 at 10:00 a.m., local
time, for the following purposes:
1. To elect two Class II directors of the Company;
2. To ratify the appointment of Ernst & Young LLP, independent
certified public accountants, as the Company's auditors for the fiscal year
ending December 31, 1997; and
3. To take action upon such other business as may properly come before
the meeting or any adjournments or postponements thereof.
May 30, 1997 has been fixed as the record date for the determination of the
stockholders entitled to receive notice of, and to vote at, the meeting and any
adjournments or postponements thereof. 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
June 6, 1997
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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 on July 7, 1997,
at 10:00 a.m. local time, or at any adjournment or postponement 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 May 30, 1997 (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 June 6, 1997.
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: (1) the election of the nominees listed on the proxy
card and (2) the ratification of the appointment of Ernst & Young LLP as the
Company auditors for the fiscal year ending December 31, 1997. 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 the Record Date, 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.
SECURITY OWNERSHIP
The following table sets forth, as of the Record Date, the beneficial
ownership of the Common Stock by (i) each director of the Company (certain of
whom constitute nominees for election as directors at the Annual Meeting), (ii)
all directors and executive officers of the Company as a group, and (iii) each
person who is known by the Company to beneficially own more than 5% of the
Common Stock. 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
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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
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<S> <C> <C>
JW Charles Clearing Corp.................................... 262,000 20.7%
980 North Federal Highway, #310
Boca Raton, Florida 33432
Kevin C. King............................................... 88,600 7.0%
10200 Old Katy Road, #300
Houston, Texas 77043
Hon. J. Antonio Villamil.................................... -0- *
Neil R. Winter.............................................. -0- *
Sanford B. Cohen............................................ -0- *
Martin C. Engelmann......................................... -0- *
Leonard J. Sokolow(3)....................................... 100 *
</TABLE>
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* Less than 1%
(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) Mr. Sokolow is the Chief Executive Officer of the Company. The number of
shares of Common Stock beneficially owned by Mr. Sokolow also represents the
number of shares beneficially owned by all directors and officers as a group
(5 persons).
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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 verbal representations by the executive officers and directors
of the Company, 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.
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 (the "Board") of the Company
does not accordingly reduce the number of directorships available, the proxies
will be voted for a nominee designated by the Board. The Board 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, stockholders will be electing Class II directors. Class I
and Class III directors will be elected at the Company's annual meetings in 1999
and 1998,
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respectively. Each class, upon election, serves for a three-year term. The
current term of Class II directors extends until their successors have been
elected and qualified. The term of the Class II directors elected at the Annual
Meeting will extend to the date of the Company's 2000 annual meeting or until
their respective successors are duly elected and qualified.
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 II nominees listed below.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES LISTED
BELOW.
INFORMATION REGARDING CLASS II NOMINEES
The names of, and certain information with respect to, the persons
nominated for election as Class II directors is provided below:
Hon. J. Antonio Villamil, age 49, 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 43, 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 as a
Certified Public Accountant in the states of Colorado and Florida. Mr.
Winter is also a member of the Colorado Society of Certified Public
Accountants and the American Institute of Certified Public Accountants.
INFORMATION REGARDING CLASS I DIRECTORS -- FOR INFORMATIONAL PURPOSE -- NOT TO
BE ELECTED AT THE 1997
ANNUAL MEETING
Sanford B. Cohen, age 40, 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 55, 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.
INFORMATION REGARDING CLASS III DIRECTORS -- FOR INFORMATIONAL PURPOSE -- NOT TO
BE ELECTED AT THE 1997 ANNUAL MEETING
Leonard J. Sokolow, age 40, 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. Since September 1996, Mr. Sokolow has been President of
Union Atlantic LC, a privately-held company which provides domestic and
international merchant banking and financial advisory services. From May
1988 to July 1993, Mr. Sokolow was
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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 The Box Worldwide, Inc. (formerly known as
Video Jukebox Network, Inc.), a public company in the entertainment
industry. 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
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.
LEGAL PROCEEDING
On November 26, 1996, a purported derivative stockholders' suit alleging
breach of fiduciary duty under the Investment Company Act of 1940 was filed in
the Circuit Court for the Fifteenth Judicial Circuit in Palm Beach County,
Florida against, among others, the Company and its Board. The suit was filed by
Kevin King, Herbert Hill, a general partner of Double H Investment Co. and
Bargelt Investments, Bonnie Cool Hayes and Ronald Hayes, who purportedly own an
aggregate of approximately 10% of the Common Stock. The plaintiffs seek certain
equitable relief, including enjoining the directors from acting in their
capacities as directors of the Company and from making any investments or
expenditures, except for payment of regular expenses and salaries, and an
unspecified amount of damages in connection with, among other things, the
previously announced proposed merger between the Company and Advanced Electronic
Support Products, Inc. ("AESP"), which proposed merger was terminated by mutual
agreement of the Company and AESP on November 8, 1996. The Company and the other
defendants have filed several motions to dismiss this suit. Based upon
information currently available, the management of the Company does not believe
that the ultimate resolution of this litigation will have a material adverse
impact on the financial position or results of operations of the Company.
Pursuant to the Company's Articles of Incorporation, Bylaws and applicable
federal and state law, the Board has sought indemnification regarding this suit
and the Company has agreed to indemnify the Board in connection therewith. As
part of such indemnification, the Company has agreed to advance legal fees and
expenses incurred by the Board in defending such suit. Each Board member has
affirmed in writing his good faith belief that the standard of conduct necessary
for indemnification by the Company has been met and each Board member has made a
written undertaking to repay any such advance if it ultimately is determined
that the standard of conduct has not been met. As of March 31, 1997, the Company
has incurred approximately $153,200 relating to the stockholder litigation.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
The following table sets forth information for the period from January 1995
through December 31, 1996 of the respective compensation earned by the Chief
Executive Officer of the Company and the other executive officers who earned in
excess of $100,000 (of which there were none) 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, 1996 $96,100 $ -0-
Chairman of the Board, President, 1995 $91,500 $2,700
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
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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 plus $250 and out-of-pocket expenses for each meeting
attended. During fiscal year 1996, the Board met five 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 received a monthly retainer of $3,000 in exchange for providing
up to 20 hours of consulting services per month. This agreement was terminated
as of December 31, 1996. In its capacity as a consultant, WEG consulted with the
Portfolio Manager in analyzing investments, assisted management in investor
relations and, as requested, prepared formal presentations to the Board on
market developments and economic conditions in Latin America and the Caribbean.
RATIFICATION OF THE REAPPOINTMENT OF THE COMPANY'S AUDITORS
The Board recommends that the appointment of Ernst & Young LLP ("Ernst &
Young"), independent certified public accountants, as the Company's auditors for
the fiscal year ending December 31, 1997, be ratified by the Company's
stockholders. Ernst & Young has audited the books and records of the Company
since August 1994. Although the appointment of Ernst & Young as independent
auditors of the Company does not require ratification, the Board considers it
appropriate to obtain such ratification. Accordingly, the vote of the
stockholders on this matter is advisory in nature and has no binding effect upon
the Board's appointment of Ernst & Young. A representative of Ernst & Young is
expected to be present at the Annual Meeting to make a statement, if he or she
desires to do so, and to respond to appropriate questions.
OTHER MATTERS
The Board 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 should properly
come before the meeting or any adjournments or postponements thereof, the
persons named in the accompanying proxy will vote thereon as in their discretion
they may deem appropriate, unless they are directed by a proxy to do otherwise.
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.
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INFORMATION CONCERNING STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the SEC, proposals of stockholders
intended to be present at the Company's 1998 Annual Meeting of Stockholders must
be received in writing by the Company's Secretary at the Company's principal
executive offices not later than December 31, 1997 in order to be included in
the Company's Proxy Statement and form of Proxy relating to that Annual Meeting.
By Order of the Board of Directors,
Leonard J. Sokolow, President
Miami, Florida
June 6, 1997
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Appendix A
THE AMERICAS GROWTH FUND, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- JULY 7, 1997
The undersigned hereby appoints Leonard J. Sokolow and Martin C. Engelmann,
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 Monday, July 7, 1997, at 10:00 a.m. local
time, or at any adjournment or postponement 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 or postponement
thereof, all as set forth in the Proxy Statement dated June 6, 1997. 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
PROPOSALS.
<TABLE>
<S> <S> <C> <C>
I. Election of Class II Directors FOR WITHHELD
Nominees: Hon. J. Antonio Villamil [ ] N
Neil R. Winter N N
For, except vote withheld from the following nominee(s)
------------------------------------------------------------
FOR AGAINST
II. Ratification of the Appointment of Auditors [ ] [ ]
</TABLE>
(continued and to be signed on reverse side)
(continued from other side)
Number of Shares:
----------------------------------------------------------------------------
Dated:
-------------------------------- , 1997
--------------------------------
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
