-----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, M97257+EBrykPGF8MSANFzS0O2c5om+pH9Q+b/Vp4AXhOSFn/36MncBsq373XgbG p5xaqoXAq3CObEb34jKQlA== 0000912057-96-007154.txt : 19960429 0000912057-96-007154.hdr.sgml : 19960429 ACCESSION NUMBER: 0000912057-96-007154 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960520 FILED AS OF DATE: 19960426 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAIRS & POWER GROWTH FUND INC CENTRAL INDEX KEY: 0000061628 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 416019924 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-00802 FILM NUMBER: 96551691 BUSINESS ADDRESS: STREET 1: 332 MINNESOTA ST STE W-2062 STREET 2: FIRST NATIONAL BANK BUILDING CITY: ST PAUL STATE: MN ZIP: 55101 BUSINESS PHONE: 6122228478 MAIL ADDRESS: STREET 1: FIRST NATIONAL BANK BUILDING W-2062 STREET 2: 332 MINNESOTA STREET CITY: ST PAUL STATE: MN ZIP: 55101 FORMER COMPANY: FORMER CONFORMED NAME: MAIRS & POWER FUND INC DATE OF NAME CHANGE: 19680607 DEF 14A 1 DEF 14A 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 /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 MAIRS AND POWER 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------------------ / / 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: ------------------------------------------------------------------------ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF MAIRS AND POWER GROWTH FUND, INC. MAIRS AND POWER INCOME FUND, INC. W-2062 First National Bank Building 332 Minnesota Street St. Paul, Minnesota 55101 NOTICE IS HEREBY GIVEN that the Annual Meeting of the stockholders of Mairs and Power Growth Fund, Inc. and Mairs and Power Income Fund, Inc. (individually, a "Fund" and collectively, the "Funds") will be held in the Communications Center, Lower Level, First National Bank Building, 332 Minnesota Street, St. Paul, Minnesota, on May 20, 1996, at 11:00 o'clock A.M. for the following purposes: 1. To elect six directors for each Fund for a term of one year. 2. To ratify the selection of Ernst & Young LLP as independent auditors of each Fund for the current year. 3. To transact such other business as may properly come before the meeting. This is a combined Notice and Proxy Statement for the Funds managed by Mairs and Power, Inc. The stockholders of each Fund will vote only on the matters being considered by that Fund. A stockholder of both Funds will receive a copy of this Notice, the Proxy Statement, Proxy card and a return postage pre-paid envelope for each Fund. The Board of Directors of each Fund has established April 12, 1996 as the record date for the determination of stockholders entitled to vote at its Annual Meeting. The transfer books of the Funds will not be closed. The minute book for each Fund will be available at the Annual Meeting for inspection by stockholders. By Order of the Board of Directors George A. Mairs III, President Dated: April 26, 1996 - -------------------------------------------------------------------------------- IMPORTANT - -------------------------------------------------------------------------------- A Proxy Statement and Proxy are submitted herewith. As a stockholder, you are urged to complete and mail the Proxy promptly whether or not you plan to attend the Annual Meeting in person. The enclosed envelope for return of the Proxy requires no postage if mailed in the U.S.A. Any stockholder who executes and returns a Proxy may revoke it at any time prior to the voting of the Proxies by giving written notice to the Secretary of a Fund, by executing a later-dated Proxy, or by attending the meeting and giving oral notice to the Secretary of a Fund. It is important that your shares be voted. MAIRS AND POWER GROWTH FUND, INC. MAIRS AND POWER INCOME FUND, INC. W-2062 First National Bank Building 332 Minnesota Street St. Paul, Minnesota 55101 --------------------- PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 20, 1996 --------------------- INTRODUCTION This Proxy Statement is furnished in connection with the solicitation of proxies by the Boards of Directors of Mairs and Power Growth Fund, Inc. and Mairs and Power Income Fund, Inc. (individually, a "Fund" and collectively, the "Funds") for use at the Annual Meeting of Stockholders, to be held in the Communications Center, Lower Level, First National Bank Building, 332 Minnesota Street, St. Paul, Minnesota, on May 20, 1996, at 11:00 o'clock A.M., and at any adjournments thereof (collectively, the "Meeting"). The following proposals will be separately voted upon for each Fund by the stockholders of such Fund: 1. The election of six directors for a term of one year. 2. The ratification of the selection of Ernst & Young LLP as independent auditors for the current year. In addition, the stockholders of each Fund will transact such other business as may properly come before the Meeting. This Proxy Statement, the Notice of Annual Meeting and the Proxy card are first being mailed to stockholders on or about April 26, 1996, or as soon as practicable thereafter. Any stockholder giving a Proxy has the power to revoke it by mail (addressed to the Secretary at the principal executive office of a Fund, W-2062 First National Bank Building, 332 Minnesota Street, St. Paul, Minnesota 55101) by executing a later-dated proxy, or by attending the Meeting and giving oral notice to the Secretary of a Fund. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, for each proposal referred to in the Proxy Statement. The presence at any stockholders' meeting, in person or by proxy, of stockholders entitled to cast a majority of the votes entitled to be cast is necessary to constitute a quorum for the transaction of business. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker "non-votes" will be treated as shares that are present but which have not been voted. Broker "non-votes" are proxies received by the Fund from brokers or nominees when the broker or nominee has neither received instructions from the beneficial owner or other persons entitled to vote nor has discretionary power to vote on a particular matter. Accordingly, stockholders whose shares are held in a street name account are urged to forward their voting instructions promptly. 1 On April 12, 1996 (the "Record Date"), each Fund had the number of outstanding shares of common stock shown in the table below. Holders of record of the common stock of a Fund at the close of business on the Record Date will be entitled to one vote per share on each matter that comes before the Meeting of that Fund. The affirmative vote of a majority of the shares of each Fund represented at the meeting in person or by Proxy will be required to approve proposals 1 and 2. Abstentions and broker non-votes will not be counted in favor of, but will have no other effect on, the vote for proposals 1 and 2.
NUMBER OF SHARES FUND OUTSTANDING ON RECORD DATE - ---------------------------------------- -------------------------- Mairs and Power Growth Fund, Inc. 1,504,314 Mairs and Power Income Fund, Inc. 265,612
Each Fund provides periodic reports to all of its stockholders and has previously mailed its Annual Report for the year ended December 31, 1995. You may receive an additional copy of the Annual Report, without charge, by calling 800-304-7404 or by writing to the Fund. 1.__ELECTION OF DIRECTORS Six Directors are to be elected for each Fund to serve until the next annual meeting of that Fund and until their respective successors are elected and qualified. It is proposed that Proxies will be voted in favor of election of the six nominees below. All nominees have agreed to serve if elected. However, if any nominee should become unavailable for election, each Fund's Proxy confers discretionary power to vote in favor of a substitute nominee or nominees. The following tables furnish information about the nominees:
DIRECTOR SINCE ------------------------------------------------ MAIRS AND POWER MAIRS AND POWER NOMINEE GROWTH FUND, INC. INCOME FUND, INC. - ------------------------------ ----------------------- ----------------------- Litton E.S. Field 1972 1972 William B. Frels 1993 1993 Donald E. Garretson 1983 1983 George A. Mairs, III 1974 1974 Peter G. Robb 1995 1995 J. Thomas Simonet 1992 1992
2
PRINCIPAL OCCUPATION SINCE NOMINEE AGE JANUARY 1, 1991 - ------------------------------- --- -------------------------------------------- Litton E.S. Field (1) 73 Chairman, T.C. Field & Co. Insurance Agency William B. Frels (2) 56 Vice President and Secretary, Mairs and Power, Inc. since 7/1/92; Vice President and Senior Investment Officer, American National Bank and Trust Company of St. Paul, MN (9/90 -6/92) Donald E. Garretson (1) 74 Retired Vice President, 3M Company George A. Mairs, III (2) 67 President, Mairs and Power, Inc. Peter G. Robb (2) 47 Vice President of Mairs and Power, Inc. (6/94 - Present); Vice President and Portfolio Manager, First Trust, N.A., St. Paul, MN (6/86 - 4/94) J. Thomas Simonet (1) 69 Retired CEO, First Trust, N.A., St. Paul, MN
- --------------------- (1) Messrs. Field, Garretson and Simonet (none of whom are "interested persons" of the Funds, within the meaning of section 2(a)(19) of the Investment Company Act of 1940) are members of the Audit Committee of the Board of Directors of each Fund. The Audit Committee meets with the Funds' independent auditors at least once a year to review the results of the examination of the Funds' financial statements and any other matters relating to the Funds. (2) Interested person of each Fund, within the meaning of section 2(a)(19) of the Investment Company Act of 1940, by virtue of such person's employment by, or equity interest in, the Funds' investment adviser. See "Other Information - The Adviser." During the fiscal year ended December 31, 1995, each Fund held four meetings of the Board of Directors and two meetings of its Audit Committee. Each Director of each Fund attended all of the meetings of the Board of Directors of that Fund, and all Directors who serve on the Audit Committee were in attendance at all Audit Committee meetings. Directors, other than those who are "interested persons," were paid directors' fees in the following amounts during 1995:
MAIRS AND POWER MAIRS AND POWER GROWTH FUND, INC. INCOME FUND, INC. -------------------------- -------------------------- Litton E.S. Field $ 4,950 $ 1,550 Donald E. Garretson 4,950 1,550 J. Thomas Simonet 4,950 1,550
2.__RATIFICATION OF SELECTION OF AUDITORS. The stockholders will be asked to ratify the selection of Ernst & Young LLP as independent auditors for the current year. Ratification or rejection of the selection of independent auditors will be determined by a majority of the votes cast. Ernst & Young LLP, 1400 Pillsbury Center, 200 South Sixth Street, Minneapolis, Minnesota 55402 and its predecessor firms, have acted as independent auditors for the Funds since their inception. Pursuant to the Investment Company Act of 1940, a majority of those members of the Board of Directors who are not "interested persons" of the Funds have selected Ernst & Young LLP to continue as independent auditors for the Funds and recommend 3 that the selection be ratified. Neither Ernst & Young LLP nor any of its members has any direct or indirect financial interest in, or any connection with, the Funds in any capacity other than as independent auditors, except that Ernst & Young LLP also acts as independent auditors for the Funds' investment adviser, Mairs and Power, Inc. A representative of Ernst & Young LLP is expected to be present at the Meeting to answer appropriate questions, and if the representative desires to do so, make a statement. 3.__OTHER MATTERS WHICH MAY COME BEFORE THE MEETING. The management knows of no other matters which are to be brought before the Meeting. However, if any other matters not now known properly come before the Meeting, the persons named in the enclosed Proxy, or their substitutes, will vote the Proxy in accordance with their best judgment on such matters. OTHER INFORMATION PRINCIPAL STOCKHOLDERS The following table sets forth certain information regarding the beneficial ownership of the shares of each Fund as of April 12, 1996, by (i) each person known to the Fund to own more than 5% of its common stock, (ii) each nominee and Director of the Fund, and (iii) by all Directors and Officers of the Fund as a group. All of the shares of a Fund over which a person, directly or indirectly, had or shared voting or investment power have been deemed beneficially owned, in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. Except as indicated by footnote, each person or group identified has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
SHARES OF SHARES OF MAIRS AND POWER PERCENTAGE MAIRS AND POWER PERCENTAGE NAME GROWTH FUND, INC. OWNED INCOME FUND, INC. OWNED - -------------------------- --------------------- ----------------- ------------------- ----------------- Smyth Profit Sharing -0- * 21,660 8.2% and Savings Plan 1085 Snelling Ave. N. St. Paul, MN Litton E.S. Field 28,020 1.9% 61 * William B. Frels 1,615(1)(2) * 409(2) * Donald E. Garretson 4,020(3) * 1,528 * George A. Mairs, III 24,912(2)(4) 1.7% 577(2)(5) * Peter G. Robb 497(2)(6) * -0-(2) * J. Thomas Simonet 3,227 * 2,193 * All Directors and 63,397 4.2% 5,829 2.2% Officers as a group (7 persons)
- --------------------- * Less than 1%. (1) Consists of 1,559 shares held by a profit sharing trust for the benefit of Mr. Frels and 57 shares held by members of Mr. Frels' immediate family. 4 (2) Does not include 25,333 shares of Mairs and Power Growth Fund, Inc. and 3,044 shares of Mairs and Power Income Fund, Inc. held by a profit sharing trust of which Messrs. Frels, Mairs and Robb are trustees with shared voting power. (3) Includes 92 shares held by Mr. Garretson's wife. (4) Includes 18,496 shares held by a profit sharing trust for the benefit of Mr. Mairs and 184 shares held by Mr. Mairs' wife. (5) Includes 477 shares held by Mr. Mairs' wife. (6) Includes 478 shares held by Mr. Robb's wife. THE ADVISER Mairs and Power, Inc., a Minnesota corporation (the "Adviser"), provides investment services to each Fund and other institutional and individual accounts, and is registered as an investment adviser under the Investment Advisers Act of 1940. The Adviser's address is W-2062 First National Bank Building, 332 Minnesota Street, St. Paul, Minnesota 55101. Officers and directors of the Adviser and their respective ownership positions in the Adviser's common stock are: George A. Mairs, III, 54.9%, William B. Frels, 31.9%, Peter G. Robb, 11.8% and Kathleen M. Kellerman, 1.4%. The Adviser has been the investment adviser for each Fund since the beginning of their operations. The Adviser performs this service under the terms of an Investment Advisory Agreement (the "Agreement") which was submitted to and approved by the stockholders of each Fund at their annual meetings on March 20, 1972, and approved by the Board of Directors of each Fund, including a majority of the directors who were not parties to such agreements, or interested persons of any such party, at its meeting on the same date. The Agreement must be approved annually by a majority of the Board of Directors of each Fund, including a majority of those directors who are not parties to such contract, or "interested persons" of any such party. The Board of Directors of each Fund, including the three directors who are not "interested persons," voted unanimously at their December 12, 1995 meetings to renew the Agreement for one year under its present terms. Under the terms of the Agreement, the Adviser agrees to pay all executive salaries, office rental, and other expenses considered incidental to providing investment services to each Fund. In return for these services, each Fund agrees to pay the Adviser a fee of 1/20 of 1% of each Fund's net assets per month (.6% annually) calculated and paid on the last valuation date for each Fund's shares each month. The Agreement provides that the fee will be reduced to the extent necessary to comply with state securities regulations to which each Fund may be subject. The Agreement may be terminated at any time with respect to a Fund, without penalty, on 60 days' written notice by the Fund's Board of Directors, by the holders of a majority of the Fund's outstanding voting securities or by the Adviser. The Agreement automatically terminates in the event of its assignment (as defined in the Investment Company Act of 1940 and the rules thereunder). The Agreement may be amended at any time so long as: (1) such amendment is approved by an affirmative vote of a majority of the outstanding voting securities of each Fund, as defined in Section 2(a)(42) of the Investment Company Act of 1940; and (2) the terms of such amendment are approved by the vote of a majority of those directors who are not interested persons of each Fund or the Adviser, voting in person at a meeting called for the purpose of voting on such approval. 5 OFFICERS OF THE FUNDS The following persons are Officers of the Funds who have been elected to serve until May, 1996, and until their successors are elected and qualified.
OFFICE AND YEAR PRINCIPAL OCCUPATION DURING NAME AND AGE AT JANUARY 1, 1995 FIRST ELECTED PAST FIVE YEARS - ---------------------------------- ------------------------ ------------------------------- George A. Mairs, III, 67 President - Mairs and Officer, Mairs and Power, Inc. Power Growth Fund - 1985 Secretary - Mairs and Power Income Fund - 1985 William B. Frels, 56 President - Mairs and Officer, Mairs and Power, Inc. Power Income Fund - 1992 since 7/1/92; Vice President Secretary - Mairs and and Senior Investment Officer, Power Growth Fund - 1992 American National Bank and Trust Company of St. Paul, MN (9/90 - 6/92) Peter G. Robb, 47 Vice President - Mairs Officer, Mairs and Power, Inc. and Power Income Fund since 7/1/94; Vice President and Mairs and Power and Portfolio Manager, First Growth Fund - 1994 Trust, N.A., St. Paul, MN (6/86 -4/94) Kathleen M. Kellerman, 61 Treasurer - Mairs and Officer, Mairs and Power, Inc. Power Income Fund and since 7/1/93; Office Manager, Mairs and Power Growth Mairs and Power, Inc. Fund - 1986
Officers of the Funds receive no direct compensation from the Funds for their services. STOCKHOLDER PROPOSALS If a stockholder of either Fund wishes to present a proposal for consideration at next year's annual meeting of stockholders, such proposal must be received at the Fund's offices on or before December 20, 1996. 6 MAIRS AND POWER GROWTH FUND, INC. W-2062 FIRST NATIONAL BANK BLDG., 332 MINNESOTA STREET, ST. PAUL, MN 55101 PROXY CARD PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS MAY 20, 1996 The undersigned, having duly received the Notice of Annual Meeting and the Proxy Statement dated April 26, 1996, hereby appoints Litton E.S. Field and George A. Mairs, III or either of them the true and lawful attorneys, agents and proxies of the undersigned (with the power of substitution and revocation) to represent the undersigned and to vote, as designated below, all shares of Mairs and Power Growth Fund, Inc. held of record by the undersigned on April 12, 1996, at the annual meeting of stockholders to be held on May 20, 1996 in the Communications Center, Lower Level, First National Bank Building, 332 Minnesota Street, St. Paul, Minnesota at 11:00 a.m., and at any adjournments thereof. 1. PROPOSAL TO ELECT SIX DIRECTORS FOR A TERM OF ONE YEAR. FOR / / all direct nominees listed WITHHOLD AUTHORITY / / below, except any nominee whose name is written in by stockholders. Nominees: Litton E.S. Field, William B. Frels, Donald E. Garretson, George A. Mairs, III, Peter G. Robb, J. Thomas Simonet. INSTRUCTIONS: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided._________________________________________________ 2. PROPOSAL TO RATIFY ERNST & YOUNG LLP AS INDEPENDENT AUDITORS. FOR / / AGAINST / / ABSTAIN / / 3. In their discretion, upon such other matters as may properly come before the meeting. The Board of Directors recommends a vote FOR (Continued, and to be signed on other side) UNLESS OTHERWISE SPECIFIED, THE PROXIES ARE APPOINTED TO VOTE FOR THE ELECTION OF DIRECTORS AND FOR PROPOSALS 2 AND 3 IDENTIFIED ON THE REVERSE SIDE HEREOF. Please sign exactly as name appears on this card. When shares are held by joint tenants, both should sign. Date , 1996 SIGNED SIGNED (When signing as attorney, administrator, trustee, guardian or corporate officer, please so indicate and give your full title. If a corporation or partnership, please sign in full corporate or partnership name by an authorized person.) Please mark, date, sign and return this proxy in the enclosed envelope. -----END PRIVACY-ENHANCED MESSAGE-----