-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T2zwBJKDO6kuKgyqBkhOdq9YkizTr6T/eSk2uipOoe1Uc6ayv5ztUeXzEUMA1N1B R4fBUZqTtmQ0WFBnAGicgg== /in/edgar/work/20000609/0000892712-00-000091/0000892712-00-000091.txt : 20000919 0000892712-00-000091.hdr.sgml : 20000919 ACCESSION NUMBER: 0000892712-00-000091 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000629 FILED AS OF DATE: 20000609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCM INTERNET GROWTH FUND INC CENTRAL INDEX KEY: 0001068897 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 391966806 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-09261 FILM NUMBER: 652242 BUSINESS ADDRESS: STREET 1: 810 WEST WASHINGTON BLVD STREET 2: STE H CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 3127053028 MAIL ADDRESS: STREET 1: 810 WEST WASINGTON BLVD STREET 2: STE H CITY: CHICAGO STATE: IL ZIP: 60607 DEF 14A 1 0001.txt DEFINITIVE PROXY STATEMENT & PROXY CARD 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 240.14a-11(c) or 240.14a-12 LCM Internet 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] 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 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: LCM INTERNET GROWTH FUND, INC. 223 West Lake Street Chicago, Illinois 60606 _____________________ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS June 29, 2000 TO OUR SHAREHOLDERS: The first Annual Meeting of Shareholders of LCM Internet Growth Fund, Inc. will be held at The DuPage Club, 1901 S. Meyers Road, Oakbrook Terrace, Illinois 60181, on Thursday, June 29, 2000 at 10:00 a.m. Central Time for the following purposes: (1) To elect six directors to serve until the 2001 Annual Meeting of Shareholders and until their successors are duly elected and qualified; (2) To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2001; and (3) To transact such other business as may properly come before the Annual Meeting (and any adjournment of the meeting), all in accordance with the accompanying Proxy Statement. Shareholders of record at the close of business on May 1, 2000 are entitled to receive notice of and to vote at the Annual Meeting or any adjournments. All shareholders are cordially invited to attend the Annual Meeting in person. However, whether or not you expect to attend the Annual Meeting in person, you are urged to complete, date and sign the enclosed proxy card and return it as soon as possible in the enclosed envelope which has been provided for your convenience and which requires no postage if mailed in the United States. The prompt return of proxy cards will ensure a quorum. If you send in your proxy card and then decide to attend the Annual Meeting to vote your shares in person, you may still do so. You may revoke your proxy by following the procedures described in the Proxy Statement. By Order of the Board of Directors, Barry J. Glasgow, Secretary May 30, 2000 LCM INTERNET GROWTH FUND, INC. 223 West Lake Street Chicago, Illinois 60606 May 30, 2000 Proxy Statement Unless the context requires otherwise, all references to "LCM," "we" or "our" refers to LCM Internet Growth Fund, Inc. Our fiscal year ends on March 31. In this proxy statement, we refer to fiscal years by reference to the calendar year in which they end (e.g., the fiscal year ended March 31, 2000 is referred to as "fiscal 2000"). This Proxy Statement is furnished by the Board of Directors of LCM for the solicitation of proxies from the holders of our common stock, $0.01 par value (the "Common Stock"), to be voted at the Annual Meeting of Shareholders to be held at The DuPage Club, 1901 S. Meyers Road, Oakbrook Terrace, Illinois 60181, on Thursday, June 29, 2000 at 10:00 a.m. Central Time, and at any adjournment thereof (the "Annual Meeting"). It is expected that the Notice of Annual Meeting of Shareholders, this Proxy Statement and the enclosed proxy card, together with our Annual Report to Shareholders for fiscal 2000, will be mailed to shareholders commencing on or about May 30, 2000. At the Annual Meeting, our shareholders will elect six directors, each of whom will hold office until the 2001 Annual Meeting and until his successor is duly elected and qualified. Our shareholders will also vote on whether to ratify PricewaterhouseCoopers LLP as our independent auditors for fiscal 2001. Shareholders can ensure that their shares are voted at the Annual Meeting by signing and returning the enclosed proxy card in the envelope provided. The submission of a signed proxy will not affect a shareholder's right to attend the Annual Meeting and vote in person. Shareholders who execute proxies retain the right to revoke them at any time before they are voted by filing with our Secretary a written revocation or a proxy bearing a later date. The presence at the Annual Meeting of a shareholder who has signed a proxy does not itself revoke that proxy unless the shareholder attending the Annual Meeting files a written notice of revocation of the proxy with our Secretary at any time prior to the voting of the proxy. Proxies will be voted as specified by the shareholders. Where specific choices are not indicated, proxies will be voted FOR the election of each of the individuals nominated to serve as directors and FOR ratification of the appointment of our independent auditors. The Board of Directors knows of no other matters to be presented for shareholder action at the Annual Meeting. If any matters properly come before the Annual Meeting, the persons named as proxies will vote on them in accordance with their best judgment. The expense of printing and mailing proxy materials, including expenses involved in forwarding materials to beneficial owners of Common Stock held in the name of another person, will be paid by us. No solicitation other than by mail is contemplated, except that officers and representatives of LCM and officers and employees of our investment adviser, LCM Capital Management, Inc. (the "Adviser"), may solicit the return of proxies from certain shareholders by telephone. Only shareholders of record at the close of business on May 1, 2000 (the "Record Date") are entitled to receive notice of and to vote the shares of Common Stock registered in their name at the Annual Meeting. As of the Record Date, we had outstanding 2,640,583 shares of Common Stock. Each share of Common Stock entitles its holder to cast one vote on each matter to be voted upon at the Annual Meeting. The presence of a quorum is required to transact business at the Annual Meeting. A quorum is defined as the presence, either in person or by proxy, of the holders of shares entitled to cast one-third of the votes entitled to be cast at the Annual Meeting. The shares represented at the Annual Meeting by proxies that are marked "withhold authority" for the election of directors or "abstain" for the ratification of our auditors will be counted as shares present for the purpose of determining whether a quorum is present. Broker non-votes will also be counted as shares present for purposes of determining a quorum. If a quorum is not present, the Secretary may adjourn the meeting to permit further solicitation of proxies. Directors are elected by a plurality of the votes cast by holders of our Common Stock entitled to vote at a meeting at which a quorum is present. In other words, nominees receiving the largest number of affirmative votes cast will be elected as directors. Accordingly, any shares not voted affirmatively, whether by abstention, broker non-vote or otherwise will not be counted as affirmative votes cast for any director. The appointment of our independent auditors must be ratified by a majority of the votes entitled to be cast by holders of our Common Stock at a meeting at which a quorum is present. Abstentions and broker non- votes will have the same effect as a vote against the appointment of our independent auditors. SHARE OWNERSHIP The following table sets forth information regarding the beneficial ownership of LCM's outstanding shares as of the Record Date by (i) each director and executive officer and (ii) all directors and executive officers as a group. As of the Record Date, we do not believe that any person is the beneficial owner of more than 5% of LCM's outstanding shares. Percent of Name and Address (1) Number of Shares Outstanding Shares Michael R. Grady, Jr. 8,517.70(2) * Barry J. Glasgow 0 * David A. Schwering 2,094.60 * Michael Radnor 1,047.30 * George D. Kraft 1,047.30 * Lawrence E. Harb 1,047.30 * All directors and 13,754.20 * executive officers as a group (6 persons) _________________ * Less than 1% of the outstanding shares. (1) The address of Messrs. Grady and Glasgow is 223 West Lake Street, Chicago, Illinois 60606. The address of Dr. Schwering is 223 University Boulevard East, Silver Spring, Maryland 20901. The address of Dr. Radnor is Northwestern University, 2001 Sheridan Road, Evanston, Illinois 60208. The address of Dr. Kraft is I.I.T. Stuart School of Business, Room 424, 565 West Adams Street, Chicago, Illinois 60631. The address of Mr. Harb is 3520 Okemos Road, Suite 120, Okemos, Michigan 48864-5943. (2) 6,737.29 shares are held in spouse's name and remaining 1,780.41 shares are held in an Individual Retirement Account for the benefit of Mr. Grady. Proposal One: ELECTION OF DIRECTORS The Board of Directors proposes that the nominees described below, who are currently serving as directors, be elected as directors, each of whom will hold office until the 2001 Annual Meeting and until his successor is duly elected and qualified. Each director who is deemed an "interested person" of LCM, as defined in the Investment Company Act of 1940 (the "1940 Act"), is indicated by an asterisk. The directors and officers listed below have served since inception of LCM in August 1998, except as otherwise noted. The nominees have indicated a willingness to serve as directors, but if any of them should decline or be unable to act as a director, the persons named in the proxy will vote for the election of another person or persons as the Board of Directors recommends. Nominees for Director Present Position with LCM Name and Age and Business Experience *Michael R. Grady, Jr. President, Treasurer and Director of LCM Age 37 Mr. Grady co-founded the Adviser with Mr. Glasgow in June 1998 and has served as its President and a Director since then. Since January 1997, Mr. Grady has also served as President of LaSalle St. Capital Markets, Inc., an investment banking, research and consulting firm which is an affiliate of the Adviser. Since December 1996, Mr. Grady has also served as a registered representative of LaSalle St. Securities, LLC, a registered broker-dealer, an affiliate of the Adviser and the principal underwriter for LCM's initial public offering in October 1999 (the "Underwriter"). Prior to joining the LaSalle group of companies, both of which are located in Chicago, Illinois, Mr. Grady spent 18 months with Madison Securities, Inc., a registered broker-dealer in Chicago, Illinois (from June 1995 until December 1996), and 14 months with Lexington Securities, Inc., a registered broker-dealer in Chicago, Illinois (from April 1994 until June 1995). At both companies, Mr. Grady served as a registered representative and an Executive Vice President. From August 1990 until April 1994, Mr. Grady served as a registered representative of A.G. Edwards & Sons, Inc., a registered broker- dealer in Bartlett, Illinois. Mr. Grady received his B.S. in Finance from Northern Illinois University in 1985. *Barry J. Glasgow Vice President, Secretary and Director of LCM Age 57 Mr. Glasgow co-founded the Adviser with Mr. Grady in June 1998 and has served as its Chief Investment Officer, Secretary, Portfolio Manager and a Director since then. From May 1991 until June 1998, Mr. Glasgow served as the Managing Partner and Portfolio Manager of Gonski & Glasgow Investments, a registered investment adviser in Elgin, Illinois. From January 1991 until May 1996, Mr. Glasgow served as a registered representative of Rocky Mountain Securities, Inc., a registered broker- dealer, in its Elgin, Illinois branch office. From May 1996 until May 1998, Mr. Glasgow served as a registered representative of Berry- Shino Securities, Inc., a registered broker- dealer, in its Elgin, Illinois branch office. Since May 1998, Mr. Glasgow has served as a registered representative of the Underwriter, and from November 1998 until October 1999, Mr. Glasgow served as a Research Analyst of LaSalle St. Capital Markets, Inc. David A. Schwering, Ph.D. Director of LCM Age 50 Dr. Schwering has served as the President and a Director of American Communication & Computation, Inc., a corporation engaged in the communications infrastructure business, since January 1980, and as a Director of International Digital Maintenance, Ltd., a digital equipment repair firm, since May 1972. Both companies are located in Silver Springs, Maryland. Dr. Schwering holds several patents in the fields of electronic and security devices. As a pioneer in modern computing, Dr. Schwering developed several early computer technologies. In the 1970s, he developed the downlink and computation algorithms for NASA's ABS satellites, the domestic money transfer system for Bankers Trust in New York, the off- track betting system for the State of New York and an encrypted telecommunications system for the U.S. government. Dr. Schwering received his B.S. in Physics from the Massachusetts Institute of Technology (M.I.T.), his M.S.C.S. from the University of Maryland and a Doctorate in Economics from Harvard University. Dr. Schwering is listed in "Who's Who" in the computer industry. Michael Radnor, Ph.D. Director of LCM Age 67 Dr. Radnor has served as a Professor at the J.L. Kellogg Graduate School of Management at Northwestern University in Evanston, Illinois since 1964. In 1983, Dr. Radnor launched the International Business Development program through which his staff at Northwestern assisted numerous U.S. and foreign companies to strengthen their international operations, technology and trade strategies and programs. Dr. Radnor is the President of IBD, Inc. In 1989, Dr. Radnor, with support from the State of Illinois, established the International Business Development (IBD) Program to provide counseling, training, referral services and direct assistance to small businesses in the Midwest. Privatized as IBD, Inc. in late 1994, the program works with firms in several countries worldwide. Dr. Radnor is also the Chairman of a large consortium of major firms focused on technology management. George D. Kraft, Ph.D. Director of LCM Age 62 Dr. Kraft has served as a Professor at the I.I.T. Stuart School of Business in Chicago, Illinois since 1994. Previously, he was an Associate Professor of Electrical and Computer Engineering in the Armour College of Engineering at I.I.T. In 1993, Dr. Kraft helped form the Telecommuting Advisory Council of Illinois, and in 1991, he was a member of a statewide telecommunications committee that developed a strategic plan for wiring Illinois with a broadband multimedia network. He has consulted extensively for the U.S. government through work for the Defense Information Systems Agency, the Department of Housing and Urban Development and the General Services Administration. Each of these agencies has used him as a national expert on telecommunication capabilities and products. Dr. Kraft has also been involved with the National Institute of Standards and Technology, as manager of the Integrated Services Digital Network ("ISDN") Standardization Effort and the Alternate Chairman of the Executive Steering Committee of the North American ISDN User's Forum. Dr. Kraft has served as a Director of LCM since March 1999. Lawrence E. Harb Director of LCM Age 47 Mr. Harb has served as the Managing Director of Sales and Marketing for J.S. Wurzler Underwriting Managers, Inc. ("Wurzler"), an underwriter of internet and e-commerce insurance for certain syndicates of Lloyds of London which is located in Lansing, Michigan, since January 1999. Prior to joining Wurzler, he was affiliated with Aon Corp. for approximately three years. Aon Corp., which is located in Chicago, Illinois, is a holding company that owns mutual fund, investment advisory and brokerage businesses. While at Aon Corp., Mr. Harb served as Chairman of Financial Solutions Insurance Services, an insurance brokerage firm; President of Aon Securities Corp., a registered broker-dealer; and Senior Vice President/Director of Marketing of Aon Advisors, a registered investment adviser. Before his involvement with Aon Corp., Mr. Harb was President and founder of LaSalle Consultants, Ltd., a financial consulting firm located in Melrose Park, Illinois, and President of LCL Investments, Inc., a registered broker-dealer located in Melrose Park, Illinois. Mr. Harb has over 24 years of experience in the financial services industry, co-authored a book on banking and has taught at the I.I.T. Stuart School of Business in Chicago, Illinois. Mr. Harb received his B.S. in Management from Northern Illinois University in 1975 and his Masters of Management degree from Northwestern University's Kellogg School of Management in 1993. Mr. Harb has served as a Director of LCM since March 1999. The Board of Directors has a standing Audit Committee. The Board of Directors does not have a Nominating Committee or a Compensation Committee. The Board of Directors held two meetings in fiscal 2000. Each director attended at least 75% of the meetings of the Board of Directors held during fiscal 2000. The Audit Committee is responsible for monitoring and evaluating the performance, independence and qualifications of the independent auditors. The Audit Committee reviews the scope, costs and results of the independent audit of LCM's books and records and has direct, private access to the independent public accountants. The members of the Audit Committee are Dr. Schwering, Dr. Radnor, Dr. Kraft and Mr. Harb, none of whom is an "interested person" of LCM. The Audit Committee did not meet in fiscal 2000. Director Compensation Directors and officers of LCM who are also officers, directors or employees of the Adviser do not receive any remuneration from LCM for serving as directors or officers of LCM. Accordingly, neither Mr. Grady nor Mr. Glasgow receive any remuneration from LCM for their services as directors and officers of LCM. However, the remaining directors received the following fees for their services as directors of LCM during fiscal 2000(1): Pension or Aggregate Retirement Total Name Compensation(2) Benefits Compensation David A. Schwering $4,000 $ 0 $4,000 Michael Radnor 4,000 0 4,000 George D. Kraft 4,000 0 4,000 Lawrence E. Harb 4,000 0 4,000 ____________ (1) LCM's fiscal 2000 consisted of five months from its organization October 26, 1999 to fiscal year end March 31, 2000. (2) For fiscal 2001 each director who is not deemed an "interested person" of LCM, as defined in the 1940 Act, will receive a retainer fee of $6,000. In addition, each disinterested director will receive a fee of $500 for each Board of Directors meeting attended by such person, plus reimbursement of reasonable expenses incurred in connection therewith. The Board anticipates holding four meetings during fiscal 2001. Thus, each disinterested director is entitled to $8,000 during fiscal 2001 from LCM, plus reasonable expenses. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers, among others, to file reports with the Securities and Exchange Commission disclosing their ownership, and changes in their ownership, of stock in LCM. Copies of these reports must also be furnished to LCM. Based solely on a review of these copies, we believe that during fiscal 2000, all filing requirements were met. Proposal Two: RATIFICATION OF INDEPENDENT AUDITORS Subject to ratification by the shareholders at the Annual Meeting, the Board of Directors has appointed PricewaterhouseCoopers LLP, an independent public accounting firm, to audit the consolidated financial statements of LCM for the fiscal year ending March 31, 2001. Representatives of PricewaterhouseCoopers LLP may be present at the Annual Meeting (either in person or by telephone) to make any statement they may desire and to respond to questions from shareholders. If the shareholders do not ratify the appointment of PricewaterhouseCoopers LLP, the selection of our independent auditors will be reconsidered by the Audit Committee and the Board of Directors. Proposal Three: OTHER MATTERS Although management is not aware of any other matters that may come before the 2000 Annual Meeting, if any such matters should be presented, the persons named in the accompanying proxy intend to vote such proxy in accordance with their best judgment. FUND INFORMATION The investment adviser for LCM is LCM Capital Management, Inc., 223 West Lake Street, Chicago, Illinois 60606. The principal underwriter for LCM's initial public offering in October 1999 was LaSalle St. Securities, LLC, 223 West Lake Street, Chicago, Illinois 60606. LCM occasionally engages LaSalle St. Securities, LLC to execute portfolio securities transactions. The administrator for LCM is Firstar Mutual Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202. SUBMISSION OF SHAREHOLDER PROPOSALS Any shareholder proposed business to be brought before the 2001 Annual Meeting of Shareholders must be received by us no later than January 30, 2001. By Order of the Board of Directors, Barry J. Glasglow, Secretary Proxy Card LCM INTERNET GROWTH FUND, INC. This Proxy is Solicited on Behalf of the Board of Directors The undersigned appoints Michael R. Grady, Jr. and Barry J. Glasgow, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse side, all of the shares of stock of LCM Internet Growth Fund, Inc. held of record by the undersigned on May 1, 2000 at the 2000 Annual Meeting of Shareholders of LCM Internet Growth Fund, Inc. to be held on June 29, 2000 or at any adjournment thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the election of the nominees as directors and FOR the ratification of PricewaterhouseCoopers LLP as independent auditors. (Continued and to be signed on reverse side.) Please date, sign and mail your proxy card back as soon as possible. Annual Meeting of Shareholders LCM Internet Growth Fund, Inc. June 29, 2000 1. ELECTION OF DIRECTORS: (To serve until the 2001 1-Michael R. Grady, Jr. [ ] FOR all nominees [ ] WITHHOLD AUTHORITY Annual Meeting and until 2-Barry J. Glasgow listed to the left to vote for all their successors are 3-David A. Schwering (execpt as nominees listed elected and qualified) 4-Michael Radnor specified below). to the left. 5-George D. Kraft 6-Lawrence E. Harb
Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right. 2. RATIFICATION FOR PRICEWATERHOUSECOOPERS LLP AS LCM'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2001. [ ] FOR ratification of PricewaterhouseCoopers LLP [ ] AGAINST ratification of PricewaterhouseCoopers LLP [ ] ABSTAIN from voting on the ratification of PricewaterhouseCoopers LLP 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. No. of Shares _________ Date: ___________________________ Check appropiate box ___________________________ Indicate changes below: (Signature of Shareholder) Address Change? [ ] ___________________________ Name Change? [ ] (Signature of Shareholder - if held jointly) Please sign exactly as name appears hereon. 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 President or other authorized officer. If a partnership, please sign in partnership name by authorized person. -----END PRIVACY-ENHANCED MESSAGE-----