-----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, D4u7nH6JDM/D+ieHKT38iqQirotzjctMyhUcSxfr+SOfzc+lb2rK1zORBKg5/6VD mXzKH0EEyRSaIIedxKYmwA== 0000275113-96-000006.txt : 19960307 0000275113-96-000006.hdr.sgml : 19960307 ACCESSION NUMBER: 0000275113-96-000006 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960501 FILED AS OF DATE: 19960306 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BASCOM HILL INVESTORS INC CENTRAL INDEX KEY: 0000275113 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 391300961 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-02825 FILM NUMBER: 96531793 BUSINESS ADDRESS: STREET 1: 6411 MINERAL POINT RD CITY: MADISON STATE: WI ZIP: 53705 BUSINESS PHONE: 6082740300 MAIL ADDRESS: STREET 1: 6411 MINERAL POINT RD CITY: MADISON STATE: WI ZIP: 53705 DEF 14A 1 March 6, 1996 Securities & Exchange Commission ATTN: Filing Desk 450 Fifth Street, NW Washington, DC 20549 Re: Bascom Hill Investors, Inc. Registration No. 2-61528 Dear Sir, Enclosed is the proxy material for our Annual Meeting scheduled for Wednesday, May 1, 1996. Funds in the amount of $125.00 have been forwarded via FEDWIRE. There have been no material changes in the proxy information for 1996. The filing is made pursuant to Regulation Section 14a-6 of the Securities Act. The final version will be mailed to shareholders on approximately April 2, 1996. Sincerely, Katherine L. Frank Vice President KLF:bf BASCOM HILL INVESTORS, INC. 6411 MINERAL POINT RD. MADISON, WI 53705 (608) 273-2020 (800) 767-0300 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of BASCOM HILL INVESTORS, INC. NOTICE IS HEREBY GIVEN That the Annual Meeting of Shareholders of BASCOM HILL INVESTORS, INC. (the "Fund") will be held at the Radisson Inn, 517 Grand Canyon Drive, Madison, Wisconsin, on Wednesday, May 1, 1996 at 4:00 p.m. for the following purposes: 1. To elect four (4) Directors to serve until the next Annual Meeting of Shareholders, or until their successors are duly elected and qualified; and 2. To approve or disapprove the continuation of the Investment Advisory Agreement between the Fund and Madison Investment Advisors, Inc.; and 3. To ratify or reject the selection of Williams, Young & Associates as auditors of the Fund for the fiscal year ending December 31, 1996; and 4. To transact any other business as may properly come before the meeting or any adjournments thereof. IMPORTANT Your vote is important and all Shareholders are asked to be present in person or by proxy. If you are unable to attend the meeting in person, we urge you to complete, sign, date and return the enclosed proxy as soon as possible using the enclosed stamped envelope. Sending the proxy will not prevent you from personally voting your shares at the Meeting since you may revoke your proxy by advising the Secretary of the Fund in writing (by subsequent proxy or otherwise) of such revocation at anytime before it is voted. By Order of the Board of Directors, Katherine L. Frank Vice President/Secretary Madison, Wisconsin April 2, 1996 BASCOM HILL INVESTORS, INC. 6411 MINERAL POINT RD. MADISON, WI 53705 PROXY STATEMENT The enclosed proxy is being solicited by and on behalf of the Board of Directors of Bascom Hill Investors, Inc. (the "Fund") for use at the Annual Meeting of Shareholders to be held at the Radisson Inn, 517 Grand Canyon Drive, Madison, Wisconsin on Wednesday, the 1st of May, 1996 at 4:00 p.m. and at any and all adjournments of such meetings. PROXY SOLICITATION Proxies will be solicited by mail. In addition to solicitation by mail, certain officers and employees of the Fund may solicit by telephone, telegraph and personally; however, such additional solicitation, if any, will be limited in scope. The cost of the solicitation including preparing, as sembling and mailing the Proxy Statement will be borne by the Fund. The Notice of Annual Meeting, this Proxy and the accompanying form Proxy were first mailed to shareholders of the Fund on or about April 2, 1996. VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS The only securities of the Fund entitled to vote are full shares of Common Stock ($1.00 par value). At the close of business on February 28, 1996, the record date for the Annual Meeting, there were issued, outstanding and paid 644,102.939 shares of Common Stock of the Fund, each of which is entitled to one vote on all matters submitted to shareholders. Only shareholders of record at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting or at any adjournment or adjournments thereof. Abstentions and broker non-votes will be included to establish a quorum. However, they will not represent an affirmative vote. Voting results will be reported in the Fund's semi-annual report. As of February 28, 1996, the Directors and Officers of the Fund, in aggregate, owned beneficially either directly or indirectly 6.8% of the Fund shares then outstanding. VOTING Shares cannot be voted at the meeting unless the owner of record at the close of business on the record date for the Annual Meeting is present to vote either in person or is represented by a duly executed proxy. Any shareholder giving a proxy has the power to revoke it by advising the Secretary of the Fund of such revocation in writing (by subsequent proxy or otherwise) at any time before it is voted or by voting their shares at the meeting. Unless a proxy is revoked, mutilated or received by the Management of the Fund in such a form as to render it not votable, all shares represented by valid proxies received by the Management of the Fund prior to the time they are voted will be voted in accordance with the directions thereon. Proxies containing no specific direction will be voted as follows: 1. For the selection of the nominees named in the Proxy Statement as Directors; and 2. For the approval of the Investment Advisory Agreement between the Fund and Madison Investment Advisors, Inc.; and 3. For the ratification of the selection of Williams, Young & Associates as auditors of the Fund. REMUNERATION OF DIRECTORS & OFFICERS During the fiscal year ended December 31, 1995, the Fund paid the following remuneration to the following group for services rendered: Securities or Property Total Pension or Estimated Compensation Retirement Annual From Fund Name of Aggregate Benefits Accrued Benefits and Person, Compensation As Part of Fund Upon Fund Complex Position From Fund Expenses Retirement Paid to Directors *Frank E. Burgess None None None None Director, President James R. Imhoff, Jr. $1000 None None $3,000 Director Edmund B. Johnson $1000 None None $3,000 Director Lorence D. Wheeler $1000 None None $3,000 Director *All "interested" directors and officers of the Fund are compensated by the Advisor as specified by the investment advisory agreement. See "Approval or Disapproval of Investment Advisory Agreement", page 3, with regard to compensation paid to the Fund's Advisor. PURPOSE OF THE MEETING (1) Election of Directors -------------------------- Action is to be taken with respect to the election of the entire Board of Directors to serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified. The table identifies the nominees for election as Directors of the Fund. All nominees are members of the present Board, having been elected at the last annual meeting. All the nominees attended each of the four meetings of the Board of Directors held during the Fiscal year ended December 31, 1995. The Board has no audit, nominating or similar committees. Each nominee has consented to be named in this Proxy Statement and to serve, if elected. As of the date of the Proxy Statement, Management has no reason to believe that any of the named nominees will be unable to serve. The Management of the Fund intends to nominate the persons named in the following table, which sets forth the name, principal occupation, address, the current position held with the Fund, and the approximate number of shares of common stock of the Fund beneficially owned, directly or indirectly, by each nominee as of the close of business on February 28, 1996. Directors of the Fund --------------------- Shares of Common Stock Beneficially Name, Principal Occupation Position with Owned Directly and Address (1) the Fund Age or Indirectly -------------------------- ------------- --- ------------- *Frank E. Burgess Director 53 33,996 (2) President and Director of Madison Investment Advisors, Inc., the Fund's Investment Advisor, 6411 Mineral Point Rd., Madison, WI 53705 James R. Imhoff, Jr. Director 51 1,223 President and Director First Realty Group, Inc. 429 Gammon Place Madison, WI 53719 Director of Park Bank of Madison Edmund B. Johnson Director 74 6,517 Vice President and Director of Medix of Wisconsin, Inc. Medix is a medical supply company. 3302 Valley Creek Circle Middleton, WI 53562 Lorence D. Wheeler Director 58 764 President of Credit Union Benefits Services, Inc. Box 431, Madison, WI 53701-0431. * Mr. Burgess is the only nominee who is an "interested person" in the Fund's Advisor, Madison Investment Advisors, Inc. He is the Advisor's President, a Director, and its majority shareholder. 1) Messrs. Burgess, Wheeler, and Johnson have served as Directors of the Fund since its inception. Mr. Imhoff was selected as a Director on February 16, 1979. 2) Madison Investment Advisors, Inc. which is controlled by Mr. Burgess, owns 2,538 shares. Executive officers of the Fund are elected annually by the Board of Directors. The Management of the Fund recommends you vote FOR the Directors nominated in the above table. Officers of the Fund -------------------- Name and Business History Office Age First Elected ------------------------- ------ ----- ------------- Frank E. Burgess President 53 1978 President and Director of Madison Investment Advisors, Inc., the Fund's Investment Advisor, 6411 Mineral Point Rd., Madison, WI 53705 Chris Berberet Treasurer 36 1994 Vice President, Madison Investment Advisors, Inc. Prior to joining Advisor, he was associated with ELCA Board of Pensions in Minneapolis, MN. Katherine L. Frank Vice President, 35 1988 Vice President, Madison In- Secretary vestment Advisors, Inc., Previously with Wayne Hummer & Co., Chicago, IL. Jay R. Sekelsky Vice President 36 1991 Vice President, Madison Investment Advisors, Inc. the Advisor to the Fund, since 1990. Previously with Wellington Management of Boston. Jacqueline A. Stoppleworth Assistant Secretary 32 1994 Controller, Madison Investment Advisors, Inc. With Madison Investment Advisors, Inc. since 1988. (2) Approval or Disapproval of the Continuation of the ----------------------------------------------------------------- Investment Advisory Agreement ----------------------------- Action is to be taken with respect to the approval of the Investment Advisory Agreement ("Agreement") between the Fund and its Advisor, Madison Investment Advisors, Inc. (the "Advisor") until the next Annual Meeting of Shareholders in April or May 1997. Under the Agreement, originally dated June 28, 1978, and amended on January 31, 1990, (the "Agreement") Madison Investment Advisors, Inc. furnishes the Fund with continuous investment service and management. The Agreement as amended was approved at the last shareholder meeting on April 20, 1995. The Board of the Fund, including the Directors who are not "interested persons" of the Advisor, formally extended the Agreement as amended at a Director's meeting called for that purpose. Under the terms of the contract the Advisor is paid a quarterly fee based on the net asset value of the Fund which is accrued daily and paid at the end of each quarter, as determined by the appraisals made as of the close of each business day. On an annualized basis, the fee is eight-tenths of one percent (.008) of the first $50,000,000 of average daily net assets of the Fund, reduced to seven-and-one-half-tenths of one percent (.0075) of Fund assets in excess of $50,000,000. This fee is higher than that paid by most other investment companies. During the fiscal year ended December 31, 1995, the Advisor received $91,637 in fees from the Fund. The Advisor, at its own expense and without reimbursement from the Fund furnishes office space, office facilities, executive officers and overhead expenses for managing the assets of the Fund, other than expenses incurred in complying with laws regulating the issue or sale of securities and fees paid for attendance at Board meetings to Directors who are not "interested persons" of the Advisor or officers or employees of the Fund. The Fund bears all other expenses of its operations, subject to certain expense limitations. The Advisor has undertaken to reimburse the Fund to the extent that expenses, including the investment advisory fee but excluding interest, taxes and brokerage commissions, exceed 2% of the first $10,000,000 of average net assets, 1.5% of the next $20,000,000 of average net assets, and 1% of average net assets in excess of $30,000,000 of the Fund for each year. The Fund is also subject to certain state expense limitations. The most restrictive being the state of California. Expenses can not exceed 2% of the first $10 million of average net assets; 1 1/2% of the next $20 million; and 1% of the remaining average net assets. The Advisor will offset on a quarterly basis against its quarterly fee any such expenses in excess of the expense limitations. The Advisor was not required to reimburse the Fund in 1995 as the Fund's expenses were within the 2% limitation. The Agreement is not assignable and may be terminated by the Fund (by action of its Board of Directors or by vote of a majority of its outstanding voting securities) or by the Advisor, without penalty, on sixty (60) days written notice. Otherwise, this Agreement continues in effect so long as it is approved annually by the Directors of the Fund who are not "interested persons" of the Advisor, cast in person at a meeting called for the purpose of voting on such approval, and by either the Board of Directors or by a majority of the outstanding shares of the Fund. Frank E. Burgess, who is President and Director of the Fund, is President, Treasurer and a Director of the Advisor. Mr. Burgess is the majority shareholder of the Advisor. Jay R. Sekelsky, who is Vice President of the Fund, is also Vice President of the Advisor. Katherine L. Frank, who is Vice President and Secretary of the Fund, is also Vice President of the Advisor. Chris Berberet who is Treasurer of the Fund, is also Vice President of the Advisor. Jacqueline Stoppleworth who is Assistant Secretary of the Fund, is also Controller of the Advisor. All of the above may be contacted at 6411 Mineral Point Road, Madison, Wisconsin 53705. The Advisor also manages Bascom Hill BALANCED Fund, Inc. with total net assets of $10.9 million and Madison Bond Fund, Inc. with total net assets of $5.8 million as of December 31, 1995. The affirmative vote of the lesser of a majority of the Fund shares entitled to vote or over 67% of the voting securities present at the Meeting if more than 50% of the outstanding voting securities are present is required for approval of the extension of the Agreement. The Management of the Fund recommends you vote FOR the approval of the extension of the Agreement. (3) Ratification or Rejection of Selection of Auditors ------------------------------------------------------- The Board of Directors, including the Directors of the Fund who are not "interested persons" as defined by the Investment Company Act of 1940, has selected Williams, Young & Associates, P.O. Box 8700, Madison, Wisconsin, 53708, independent certified public accountants, to act as auditors of the Fund for the fiscal year ending December 31, 1996 Williams, Young & Associates has examined the accounts of the Fund since its organization. A representative of Williams, Young & Associates is expected to be present at the Annual Meeting to answer any appropriate questions and to make a statement if he or she so desires. The Management of the Fund recommends that you vote FOR the selection of Williams, Young & Associates as auditors of the Fund for the fiscal year ending December 31, 1996. (4) Other Matters ------------------- The Management of the Fund knows of no other matter that may come before the Annual Meeting. If any other matters properly come before the Meeting, it is the intention of the persons acting pursuant to the enclosed Proxy form to vote the shares represented by said proxies in accordance with their best judgment with respect to such matters. SHAREHOLDER PROPOSALS Any shareholder proposal to be presented at the Annual Meeting of Shareholders held in 1997, must be received at the executive offices of the Fund on or before February 1, 1997. ANNUAL REPORT A copy of the Annual Report containing audited financial statements for the period ended December 31, 1995 was previously mailed to shareholders. By Order of the Board of Directors, Katherine L. Frank Vice President/Secretary -----END PRIVACY-ENHANCED MESSAGE-----