<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[ ] 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
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Bancroft Convertible Fund, INC
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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] No fee required.
[ ] 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:
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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:
- --------------------------------------------------------------------------------
(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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<PAGE> 2
BANCROFT CONVERTIBLE FUND, INC.
65 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
MONDAY, FEBRUARY 22, 1999
11 A.M., EASTERN TIME
65 MADISON AVENUE
SUITE 550
MORRISTOWN, NEW JERSEY 07960
To Stockholders of Bancroft Convertible Fund, Inc.:
We cordially invite you to attend our 1999 Annual Meeting of Stockholders
to:
1. Elect three directors to three-year terms.
2. Ratify the board's appointment of PricewaterhouseCoopers LLP as
independent accountants for fiscal year 1999.
3. To transact any other business that properly comes before the
meeting.
You may vote on these proposals in person or by proxy. If you cannot attend
the meeting, we urge you to complete and return the enclosed proxy promptly in
the enclosed, self-addressed, stamped envelope so that your shares will be
represented and voted at the meeting according to your instructions. Of course,
if you attend the meeting, you may withdraw your proxy and vote your shares.
Only stockholders of record at the close of business on December 29, 1998 will
be entitled to vote at the meeting or any adjournment of the meeting.
Thomas H. Dinsmore
Chairman of the Board of Directors
December 30, 1998
<PAGE> 3
BANCROFT CONVERTIBLE FUND, INC.
65 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 22, 1999
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
PROXY STATEMENT
We are sending you this Proxy Statement and the enclosed proxy card because
the Company's Board of Directors is soliciting your proxy to vote at the 1999
Annual Meeting of Stockholders. This Proxy Statement summarizes the information
you need to know to cast an informed vote at the Annual Meeting. However, you do
not need to attend the Annual Meeting to vote your shares. Instead, you may
simply complete, sign and return the enclosed proxy card.
We plan to begin sending this Proxy Statement, the attached Notice of
Annual Meeting and the enclosed proxy card on December 30, 1998 to all
stockholders entitled to vote. Stockholders who owned shares of the Company's
common stock at the close of business on December 29, 1998 are entitled to vote.
On this record date, there were 3,475,291 shares outstanding. We know of no
beneficial owner of more than five percent of those shares. Each share of the
Company's common stock that you own entitles you to one vote. (A fractional
share has a fractional vote.)
We are also sending along with this Proxy Statement the Company's 1998
Annual Report, which includes our financial statements.
VOTING BY PROXY
Whether you plan to attend the Annual Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. Returning the proxy card will not affect your right to attend
the Annual Meeting and vote.
If you properly fill in your proxy card and send it to us in time to vote,
your "proxy" (one of the individuals named on your proxy card) will vote your
shares as you have directed. If you sign the proxy card but do not make specific
choices, your proxy will vote your shares as recommended by the Board as
follows:
- FOR the election of all three nominees for director.
- FOR ratification of the selection of independent accountants for 1999.
If any other matter is presented, your proxy will vote in accordance with
his or her best judgment. At the time this Proxy Statement went to press, we
knew of no matters that needed to be acted on at the Annual Meeting other than
those discussed in this Proxy Statement.
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If you give a proxy, you may revoke it at any time before it is exercised.
You can do this in one of three ways:
- You may send in another proxy with a later date.
- You may notify the Company's secretary in writing before the Annual
Meeting that you have revoked your proxy.
- You may vote in person at the Annual Meeting.
VOTING IN PERSON
If you do attend the Annual Meeting and wish to vote in person, we will
give you a ballot when you arrive. However, if your shares are held in the name
of your broker, bank or other nominee, you must bring a letter from the nominee
indicating that you are the beneficial owner of the shares on December 29, 1998,
the record date for voting, and authorizing you to vote.
QUORUM REQUIREMENT
A quorum of stockholders is necessary to hold a valid meeting. A quorum
will exist if stockholders entitled to vote a majority of all shares outstanding
on the record date are present in person or by proxy.
Under rules applicable to broker-dealers, if your broker holds your shares
in its name, the broker will be entitled to vote your shares on Proposal 1 and
Proposal 2 even if it has not received instructions from you.
Abstentions will count as present for establishing a quorum.
VOTE NECESSARY TO APPROVE A PROPOSAL
Directors are elected by a plurality vote of shares present at the meeting,
meaning that the director nominee with the most affirmative votes for a
particular slot is elected for that slot. In an uncontested election for
directors, the plurality requirement is not a factor. The affirmative vote of
the majority of the shares present at the Annual Meeting is needed to ratify the
selection of independent accountants. Abstentions will not count as votes cast
and will have the effect of votes against this proposal.
PROPOSAL 1
ELECTION OF DIRECTORS
STRUCTURE OF THE BOARD OF DIRECTORS
The Company's Board of Directors is divided into three classes for purposes
of election. One class is elected at each annual meeting of stockholders.
Directors in each class serve for a three-year term.
At the 1999 Annual Meeting, the terms of three directors are expiring. The
directors nominated for election at this Annual Meeting would each hold office
for a three-year term expiring in 2002. Other directors are not up for election
this year and will continue in office for the
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rest of their terms. Each of the nominees is willing to serve as a director.
However, if a nominee becomes unavailable for election, proxies will vote for
another nominee proposed by the Board or, as an alternative, the Board may keep
the position vacant or reduce the number of directors.
NOMINEES FOR DIRECTORS
The Board has approved the nomination of the following people to serve as
directors until the annual meeting of stockholders to be held in 2002. Each of
the nominees is currently a director of the Company.
THOMAS H. DINSMORE*, 45, has been Chairman and Chief Executive Officer of
the Company, Ellsworth Convertible Growth and Income Fund, Inc. (a closed-end
investment company) and Davis-Dinsmore Management Company (investment adviser to
the Company and to Ellsworth) since 1996. From 1985 to 1996, Mr. Dinsmore was
President of the Company; from 1986 to 1996, he was President of Ellsworth; and
from 1988 to 1996, he was President of Davis-Dinsmore. Mr. Dinsmore has been a
director of the Company since 1985 and is also a director of Ellsworth and
Davis-Dinsmore.
DONALD M. HALSTED, Jr., 71, has been a self-employed businessman since
1983. Mr. Halsted has been a director of the Company since 1970 and is also a
director of Ellsworth Convertible Growth and Income Fund, Inc. and Aquarian
Company, which is a water company.
DUNCAN O. MCKEE, 67, retired in 1988 from the practice of law as a partner
at the law firm of Ballard Spahr Andrews & Ingersoll, LLP. Mr. McKee was
Director Emeritus of the Company and Ellsworth Convertible Growth and Income
Fund, Inc. from 1988 to 1996. He has been a director of the Company since 1996
and is also a director of Ellsworth.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THESE NOMINEES.
INFORMATION ABOUT THE COMPANY'S OTHER DIRECTORS
Information about the Company's other directors is presented below.
DIRECTORS WITH TERMS EXPIRING IN 2000
WILLIAM A. BENTON, 65, has been a limited partner of Gavin, Benton, & Co.,
a New York Stock Exchange specialist firm, and a partner in BE Partners, a small
options market maker, since 1991. Mr. Benton has been a director of the Company
since 1994 and is also a director of Ellsworth Convertible Growth and Income
Fund, Inc.
ELIZABETH C. BOGAN, Ph.D., 54, has been a Senior Lecturer in Economics at
Princeton University since 1992. Dr. Bogan has been a director of the Company
since 1990 and is also a director of Ellsworth Convertible Growth and Income
Fund, Inc.
- ---------------
* Mr. Dinsmore is an interested person (within the meaning of the Investment
Company Act of 1940) of the Company and Davis-Dinsmore Management Company, the
Company's investment adviser, because he is an officer of the Company and an
officer, director and holder of more than 5 percent of the outstanding shares
of voting common stock of Davis-Dinsmore.
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GEORGE R. LIEBERMAN, 76, retired in 1988 as Chief Executive Officer of
Lieberman-Appalucci, an advertising firm. Mr. Lieberman has been a director of
the Company since 1987 and is also a director of Ellsworth Convertible Growth
and Income Fund, Inc.
DIRECTORS WITH TERMS EXPIRING IN 2001
JANE D. O'KEEFFE*, 43, has been President of the Company, Ellsworth
Convertible Growth and Income Fund, Inc. and Davis-Dinsmore Management Company
since 1996. In 1996 she was Executive Vice President of the Company and
Ellsworth. From 1994 to 1996, Ms. O'Keeffe was Vice President of the Company and
Ellsworth and Executive Vice President of Davis-Dinsmore. From 1988 to 1994, she
was Vice President of Fiduciary Trust International. Ms. O'Keeffe has been a
director of the Company since 1995 and is also a director of Ellsworth and
Davis-Dinsmore.
GORDON F. AHALT, 70, has been President of G.F.A. Inc., a petroleum
industry consulting company, since 1982 and a consultant with W. H. Reaves &
Co., Inc., an asset management company, since 1987. Mr. Ahalt has been a
director of the Company since 1982 and is also a director of Ellsworth
Convertible Growth and Income Fund, Inc.; The Harbinger Group, an investment
firm; Cal Dive International, a diving service; and The Houston Exploration
Company, an oil and gas exploration company.
NICOLAS W. PLATT, 45, has been Managing Director of Corporate Practice at
the public relations firm of Burson Marsteller since 1997. From 1995 to 1997, he
was Senior Managing Director at Bozell-Sawyer Miller, a public relations firm;
and from 1993 to 1995, he was Executive Vice President of Novatel Communications
Ltd. He has been a director of the Company since 1997 and is also a director of
Ellsworth Convertible Growth and Income Fund, Inc.
BOARD MEETINGS AND COMMITTEES
The directors attended at least 75 percent of all Board and committee
meetings held during the 1998 fiscal year. The Board of Directors met six times
during the 1998 fiscal year.
AUDIT COMMITTEE
The audit committee was created to review the performance of the Company's
accounting and financial staff and to meet with the Company's independent
accountants to review the scope of the audits of the Company, the accounting
policies and new developments in financial accounting standards applicable to
investment companies. Dr. Bogan, Mr. Halsted and Mr. Lieberman serve on the
audit committee, which met once during the 1998 fiscal year.
NOMINATING COMMITTEE
The nominating committee was created to recommend individuals for
nomination as directors of the Company. The names of potential director
candidates are drawn from a number of sources, including recommendations from
members of the Board, management and stockholders. Stockholders wishing to
recommend Board nominees should submit their recommendations in writing to
- ---------------
* Ms. O'Keeffe is an interested person of the Company and Davis-Dinsmore
Management Company because she is an officer of the Company and officer,
director and holder of more than 5 percent of the outstanding shares of voting
common stock of Davis-Dinsmore.
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the Secretary at the Company's executive offices, with the submitting
stockholder's name and address and pertinent information about the proposed
nominee similar to that set forth in this proxy statement for Board nominees,
including current principal occupation and employment, principal positions held
during the last five years and a list of all companies for which the individual
serves as a director. Messrs. Halsted and Lieberman serve on the nominating
committee which met once during the 1998 fiscal year.
DIRECTORS' COMPENSATION
Mr. Dinsmore and Ms. O'Keeffe are the only officers of the Company or
Davis-Dinsmore Management Company who serve on the Board of Directors. Each
director who is not an officer of the Company or Davis-Dinsmore currently
receives an annual fee of $2,500 and $1,000 plus expenses for each Board meeting
attended and a fee of $100 per meeting of committees of the Board plus expenses
for each committee meeting attended.
Davis-Dinsmore Management Company is the Company's investment adviser and
is also the investment adviser to Ellsworth Convertible Growth and Income Fund,
Inc. Because of this connection, Ellsworth and the Company make up a "fund
complex." The following table shows the compensation that was paid to the
directors solely by the Company as well as by the fund complex as a whole during
the 1998 fiscal year.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION
FROM COMPANY FROM FUND COMPLEX
---------------------- ------------------
<S> <C> <C>
Thomas H. Dinsmore................... $ -0- $ -0-
Jane D. O'Keeffe..................... $ -0- $ -0-
Gordon F. Ahalt...................... $9,500 $18,000
William A. Benton.................... $9,500 $18,100
Elizabeth C. Bogan, Ph.D............. $9,600 $18,200
Donald M. Halsted, Jr................ $9,600 $18,200
George R. Lieberman.................. $9,600 $18,100
Duncan O. McKee...................... $9,500 $18,000
Nicolas W. Platt..................... $7,500 $15,000
</TABLE>
PROPOSAL 2
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors seeks your ratification of the Board's appointment
of PricewaterhouseCoopers LLP as the Company's independent accountants for the
1999 fiscal year. We expect that a representative from PricewaterhouseCoopers
will be present at the Annual Meeting to respond to appropriate questions from
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2.
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ADDITIONAL INFORMATION ABOUT THE COMPANY
INVESTMENT ADVISER
Davis-Dinsmore Management Company, 65 Madison Avenue, Morristown, New
Jersey 07960, is the Company's investment adviser.
EXECUTIVE OFFICERS
The Company's executive officers are elected by the Board of Directors and
receive no compensation from the Company. Information about these officers is
presented below.
THOMAS H. DINSMORE is Chairman and Chief Executive Officer of the Company.
Mr. Dinsmore is also a director of the Company and has been nominated for
reelection at this Annual Meeting. Information about Mr. Dinsmore is presented
earlier in this Proxy Statement under "Proposal 1, Election of
Directors -- Nominees for Directors."
JANE D. O'KEEFFE is President of the Company. Ms. O'Keeffe is also a
director of the Company and information about her is presented earlier in this
Proxy Statement under "Proposal 1, Election of Directors -- Information About
the Company's Other Directors -- Directors with Terms Expiring in 2001."
SIGMUND LEVINE, 74, has been Senior Vice President and Secretary of the
Company since 1996 and 1982, respectively. He has been an officer of the Company
since 1982. From 1993 to 1996, he was Executive Vice President of the Company.
Mr. Levine has been Senior Vice President and Secretary of Ellsworth Convertible
Growth and Income Fund, Inc. since 1996 and 1986, respectively, and was
Executive Vice President of Ellsworth from 1993 to 1996. Mr. Levine has been
Senior Vice President and Secretary of Davis-Dinsmore Management Company since
1997 and 1982, respectively, and was Treasurer of Davis-Dinsmore from 1982 to
1997.
H. TUCKER LAKE, 51, has been Vice President, Trading of the Company since
joining the Company in 1994. He has been Vice President, Trading of Ellsworth
Convertible Growth and Income Fund, Inc. during the same period. He has been
Vice President of Davis-Dinsmore Management Company since 1997. Prior to 1994,
Mr. Lake was a Sales Associate with Coldwell Banker, Schlott Realtors.
GARY I. LEVINE, 41, has been Treasurer and Assistant Secretary of the
Company since 1993 and 1986, respectively. He has been Treasurer and Assistant
Secretary of Ellsworth Convertible Growth and Income Fund, Inc. during the same
periods. Mr. Levine was Assistant Treasurer of Davis-Dinsmore Management Company
from 1994 to 1997 and has been Treasurer and Assistant Secretary of
Davis-Dinsmore since 1997 and 1994, respectively.
CERTAIN RELATIONSHIPS
Thomas H. Dinsmore and Jane D. O'Keeffe are brother and sister. H. Tucker
Lake is their cousin. Sigmund Levine is the father of Gary I. Levine.
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SECURITY OWNERSHIP OF MANAGEMENT
The Company's directors and officers own the shares of the Company's common
stock shown on the following table:
<TABLE>
<CAPTION>
SHARES OWNED BENEFICIALLY
DECEMBER 29, 1998*
-------------------------
<S> <C>
Gordon F. Ahalt............................. 1,000(1)
William A. Benton........................... 1,650
Elizabeth C. Bogan, Ph.D.................... 1,000
Thomas H. Dinsmore.......................... 6,522(2)
Donald M. Halsted, Jr....................... 2,785
George R. Lieberman......................... 1,100
Duncan O. McKee............................. 1,031
Jane D. O'Keeffe............................ 4,979
Nicolas W. Platt............................ 0
Sigmund Levine.............................. 932
H. Tucker Lake.............................. 195(3)
Gary I. Levine.............................. 613
</TABLE>
- ---------------
* Represents for each director and officer less than 1 percent of the
outstanding shares of the Company. As of December 29, 1998, directors and
officers of the Company beneficially owned in the aggregate 21,807 shares of
the Company representing approximately 0.6 percent of the outstanding
shares. Except as otherwise indicated, each director and officer possessed
sole investment and voting power with respect to shares beneficially owned.
(1) Does not include 500 shares owned by his wife, as to which shares Mr. Ahalt
disclaims beneficial ownership.
(2) Includes 993 shares as to which Mr. Dinsmore possessed shared investment and
voting power; but does not include 1,822 shares owned by his wife, as to
which shares Mr. Dinsmore disclaims beneficial ownership.
(3) Includes 142 shares as to which Mr. Lake possessed shared investment and
voting power.
STOCKHOLDER PROPOSALS
If there is a proposal that you want stockholders to consider at the annual
meeting of stockholders to be held in the year 2000, you must send it to us so
that we receive it by September 1, 1999.
By order of the Board of
Directors,
Thomas H. Dinsmore
Chairman of the Board of Directors
December 30, 1998
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BANCROFT CONVERTIBLE FUND, INC.
Annual Meeting to be held February 22, 1999
This Proxy is being solicited on behalf of the Board of Directors
The undersigned appoints Thomas H. Dinsmore, Jane D. O'Keeffe and Sigmund
Levine, and each of them, attorneys and proxies, with power of substitution in
each, to vote and act on behalf of the undersigned at the annual meeting of
stockholders of Bancroft Convertible Fund, Inc. (the "Company") at the offices
of the Company, 65 Madison Avenue, Suite 550, Morristown, New Jersey 07960 on
February 22, 1999 at 11:00 am, and at all adjournments, according to the
number of shares of Common Stock which the undersigned could vote if present,
upon such subjects as may properly come before the meeting, all as set forth in
the notice of the meeting and the proxy statement furnished therewith. UNLESS
OTHERWISE MARKED ON THE REVERSE HEREOF, THIS PROXY IS GIVEN WITH AUTHORITY TO
VOTE FOR THE DIRECTORS LISTED AND FOR THE PROPOSAL TO RATIFY THE BOARD'S
SELECTION OF ACCOUNTANTS.
PLEASE FILL IN, DATE AND SIGN THE PROXY ON THE OTHER SIDE
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
- FOLD AND DETACH HERE -
<PAGE> 11
Please mark
your votes as
indicated in
this example
The Board of Directors recommends voting "FOR" Proposal 2.
1. Election as directors of all nominees listed below for
the terms specified in the proxy statement.
FOR all nominees listed WITHHOLD
(except as marked to AUTHORITY
the contrary in the to vote
space provided) for all
nominees
[ ] [ ]
Board of Directors nominees: Thomas H. Dinsmore,
Donald M. Halsted, Jr. and Duncan O. McKee.
(INSTRUCTION: To Withhold Authority to vote for any
individual nominee, write that nominee's name in the
space provided below.)
_______________________________________________________
2. Proposal to ratify selection of
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Signature(s)___________________________________________________ Date____________
*NOTE: Please sign as name appears hereon. Joint owners each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such.
- FOLD AND DETACH HERE -
BANCROFT CONVERTIBLE FUND, INC.
YOUR VOTE IS IMPORTANT TO US, PLEASE FILL IN, DATE AND SIGN
YOUR PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING
ENVELOPE PROVIDED FOR YOUR CONVENIENCE.
