EXCELSIOR INCOME SHARES,INC. PREC14A
Filing Date: 8/2/01
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TYPE: PREC14A
SEQUENCE: 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ x ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
EXCELSIOR INCOME SHARES, INC.
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(Name of Registrant as Specified in its Charter)
Ralph W. Bradshaw
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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:_______________________________________
[ ] 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:
_______________________________________
PROXY STATEMENT IN OPPOSITION
TO SOLICITATION BY THE BOARD OF DIRECTORS OF
EXCELSIOR INCOME SHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
To be held on September 12, 2001
This proxy statement and the enclosed [GREEN] proxy card are being
furnished to holders of record on August 10, 2001, (the "Record Date") of
shares of common stock ("Common Stock") of the Excelsior Income Shares,
Inc. (the "Fund") by Ralph W. Bradshaw (the "Soliciting Stockholder"), in
connection with the solicitation of proxies by the Soliciting Stockholder
for use at the 2001 Annual Meeting of the Fund to be held at the offices of
Kramer Levin Naftalis & Frankel, 919 Third Avenue, New York, N.Y. 10022, on
September 12, 2001, at 11:00 a.m., New York City time, and any adjournment
or adjournments hereof. The Soliciting Stockholder is soliciting a proxy
to vote your shares at the 2001 Annual Meeting of Stockholders of the Fund
and at any and all adjournments or postponements of the meeting.
INTRODUCTION
This proxy statement and the enclosed [GREEN] proxy card are first being
sent to stockholders of the Fund on or about ________, 2001 for the
following purposes:
(1) To elect five Directors to hold office until the next Annual Meeting and
until their respective successors have been duly elected and qualified;
(2) To consider a new Investment Advisory Agreement between the
Fund and Rafferty Capital Markets, LLC;
(3) To consider and vote upon a proposal to liquidate and dissolve the Fund
pursuant to the plan of liquidation described in the Fund's proxy
statement (the "Plan");
(4) To consider and vote upon the appointment of PricewaterhouseCoopers LLP
as the independent certified public accountants of the Fund for the
fiscal year ending December 31, 2001;
(5) To consider and vote on the change in the name of the Fund from
Excelsior Income Shares, Inc. to EIS Fund, Ltd.;
With respect to these matters, the Soliciting Stockholder is soliciting a
proxy to vote your shares:
IN FAVOR of the election of the individuals whom the Soliciting
Stockholder intends to nominate for election as directors of the
Fund and in favor of all items except that the Soliciting Shareholder
makes no recommendation with respect to item (3).
The Soliciting Stockholder is also soliciting your proxy to vote your shares on
the following Shareholder Value Proposal, that he intends to introduce at the
meeting:
(6a) RESOLVED: If a majority favors liquidation, but it fails to receive the
super-majority, two-thirds vote required, the shareholders recommend that
the Board provide shareholders an option to receive Net Asset Value, as
soon as possible, through open-ending or some other means.
(6b) RESOLVED: If the liquidation proposal receives the required two-thirds
vote, the shareholders request that the first liquidation payment,
representing substantially all of the proceeds from sale of the Fund's
liquid assets, be distributed within 30 days after the meeting, rather
than 90 days as described in the Fund's proxy.
If a shareholder returns the [GREEN] proxy card with no indication of how to
vote on any of these matters, the Soliciting Stockholder will vote FOR on these
proposals.
How Proxies Will Be Voted
All of the proposals scheduled by the Fund to be voted on at the meeting are
included in the enclosed [GREEN] proxy card. The Shareholder Value Proposal is
not included in the Fund's proxy. If you wish to vote IN FAVOR of
these nominees, and/or FOR, AGAINST, or ABSTAIN on any of the other proposals,
you may do so by completing and returning a [GREEN] proxy card.
If you return a [GREEN] proxy card to the Soliciting Stockholder or its
agent, your shares will be voted on each matter as you indicate. If you do
not indicate how your shares are to be voted on a matter, they will be voted
as follows:
-FOR the election of the nominees named in this proxy.
-FOR the remaining proposals, including the above referenced Shareholder Value
Proposal that is intended to be proposed at the meeting.
All other proposals introduced at the meeting will be voted in what, as
determined by the sole discretion of the Soliciting Stockholder, is in the best
interests of shareholders. The proxies may also temporarily decline to attend
the Meeting, thereby possibly preventing a quorum, in order to solicit
additional proxies or, if they deem it to be in the interest of the
shareholders, for any other legal reason.
Voting Requirements
Only stockholders of record on the Record Date are entitled to vote at the
meeting. According to the Fund's proxy statement, as of February 20, 2001, the
record date for the first annual meeting, and as of June 30, 2001, there were
2,169,091 issued and outstanding shares of common stock of the Fund.
Stockholders will be entitled to one vote for each share held. Only
stockholders of record at the close of business on August 10, 2001 will be
entitled to vote at the Meeting. Directors of the Fund are elected by a
plurality of the votes cast.
In tallying stockholder votes, abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees as to which (a) instructions have not been
received from the beneficial owners or persons entitled to vote and (b) the
broker or nominee does not have discretionary voting power on a particular
matter) will be counted for purposes of determining whether a quorum is
present for purposes of convening the meeting, but neither abstentions nor
broker non-votes will be considered votes cast for any purposes at the
Meeting. The five nominees receiving the largest number of votes will be
elected to serve as director of the Fund.
If a quorum is not present at the meeting, the persons named as proxies may
propose one or more adjournments of the meeting to permit further
solicitation of proxies. The proxies may also propose an adjournment for
other reasons. Any adjournment will require the affirmative vote of a
majority of those shares present at the meeting in person or by proxy. If an
adjournment of the meeting is proposed, the person named as proxy on the
[GREEN] proxy card will vote for or against such adjournment in his
discretion.
Revocation of Proxies
You may revoke any proxy you give to management or the Soliciting Stockholder
at any time prior to its exercise in the following ways:
Deliver a written revocation of your proxy to the Secretary of the Fund;
Execute and deliver a later dated proxy to the Soliciting Stockholder or to
the Fund or our respective agents; or
Vote in person at the meeting. (Attendance at the meeting will not in and of
itself revoke a proxy.)
There is no limit on the number of times you may revoke your proxy prior to
the meeting. Only the latest dated, properly signed proxy card will be
counted.
INFORMATION CONCERNING THE SOLICITING STOCKHOLDER
The address of the Soliciting Stockholder is One West Pack Square, Suite 1650,
Asheville, NC 28801.
As of the Record Date, the Soliciting Stockholder had the beneficial
ownership of 501 shares of Common Stock of the Fund.
Exhibit 1 to this proxy statement contains a schedule showing the purchases
and sales of Common Stock of the Fund by the Soliciting Stockholder within
the past two years.
There are no contracts, arrangements, or understandings of any kind between
the Soliciting Stockholder and any other person with respect to how shares of
the Fund owned by that person might be voted.
REASONS FOR THE SOLICITATION
Prior to this year's proxy contests, the Fund regularly traded at a substantial
discount to net asset value per share ("NAV"). The Soliciting Stockholder
believes that, in spite of some temporary improvement due to market conditions
and the possibility of liquidation, effective measures have not been taken by
the investment manager nor has there been effective direction by the current
Board to deal with this persistent problem.
As one example, the Fund is not making use of the repurchase program announced
during the proxy contest earlier this year. According to the Fund,
"The Board believed that adoption of the program might enhance value for
shareholders by reducing the NAV Discount and providing some additional
liquidity for shareholders who desire to sell their shares in the Fund."
However, in spite of the fanfare, the shares of record have not
changed. It appears that not a single share has been repurchased during the
intervening weeks, This program is clearly beneficial to shareholder value and
the Board is not providing effective leadership in its use.
As another example, while the Board is giving shareholders an opportunity to
choose whether or not to liquidate the Fund, it is doubtful that the measure
will pass because the Board has insisted on a super-majority of all outstanding
shares for approval. The Shareholder Value Proposal which I intend to propose
at the meeting, recommends that, if the super-majority is not reached but a
majority favors liquidation, stockholders should be given an option to receive
Net Asset Value.
Because we believe that shareholders deserve better, the purpose of this proxy
is to solicit your vote to elect Ralph W. Bradshaw, Gary A. Bentz, Andrew
Strauss, Glenn W. Wilcox, Sr. and Scott B. Rogers, respectively, to the Board
of Directors.
I believe that the election of Messrs. Bradshaw, Bentz, Strauss, Wilcox and
Rogers, respectively, as directors will provide stockholders with an
independent voice on important matters affecting the Fund. Their election may
give the Board a new perspective and may help assure that measures intended
to benefit stockholders are more actively considered. The measures that we
expect to advocate may include but are not limited to:
- Improving yield and increasing NAV of the Fund's shares through
aggressive, periodic buybacks of shares in the market; and
- Considering actions to bring the discount to NAV under control,
which may include tender offers, payout policies, or other methods of
enhancing stockholder value; and
- Formulating strategies to improve the Fund's yield and, when
appropriate, presenting options for shareholder approval; and
- Seeking greater stockholder guidance to the Board, enhancing its
ability to act in the best interests of stockholders.
If you share these goals, I urge you to vote, using the enclosed [GREEN]
proxy card.
CERTAIN CONSIDERATIONS
In deciding whether to give the Soliciting Stockholder your proxy, you should
consider the following information.
Even if his nominees are elected, there can be no assurance that the full
Board of Directors will take any actions that he may advocate or that such
actions, if taken, will achieve their intended goals
Implementation of certain Board actions may require stockholder approval, and
no assurance can be given that such approval will be obtained. In addition,
various costs, which would be borne indirectly by stockholders, may be
associated with certain actions, including but not limited to those
associated with holding a special meeting of stockholders.
The Soliciting Stockholder believes that all stockholders of the Fund will
benefit if any actions taken to improve stockholder value or to reduce or
eliminate the discount from NAV are successful. The Soliciting Shareholder
and his nominees will give careful consideration to adopting any or all of the
measures outlined above and will make a final determination based on the
benefits to the Fund and its shareholders as such compare to the costs and
risks, if any, of the implementation of any of these measures. Additionally,
the Soliciting Shareholder may seek guidance from Fund shareholders identified
by Form 13D and Form 13G filings.
ELECTION OF DIRECTORS
There are five members in the current Board of Directors.
At the meeting, stockholders will have the opportunity to elect five persons
as directors of the Fund to serve until the next Annual Meeting and until their
successors shall have been elected and qualified.
The Soliciting Stockholder intends to nominate Ralph W. Bradshaw, Gary A.
Bentz, Andrew Strauss, Glenn W. Wilcox, Sr. and Scott B. Rogers,
respectively, for election as directors of the Fund to serve until the Fund's
annual meeting in 2002. Information about the nominees is as follows:
Name, Business Address Age Principal Business Occupations
Ralph W. Bradshaw 50 President, Director and shareholder of
One West Pack Square, Cornerstone Advisors, Inc.; Financial
Suite 1650 Consultant for the past five years;
Asheville, NC 28801 Vice President, Deep Discount Advisors,
Inc. (1993-1999); Director of The
Austria Fund, Inc., Cornerstone
Strategic Return Fund, Inc., Cornerstone
Strategic Value Fund, Inc.,
Progressive Return Fund, Inc., and
The Smallcap Fund, Inc., all
NYSE-listed closed-end funds
Gary A. Bentz 45 Vice President, Treasurer, Director and
One West Pack Square shareholder of Cornerstone Advisors,
Suite 1650 Inc.; Independent Financial,
Asheville, NC 28801 Accounting, and Investment Consultant
and Certified Public Accountant for the
past five years; Vice President, Deep
Discount Advisors (1993-2000); Director
of The Austria Fund, Inc., Vice President
Treasurer, and Former Director Cornerstone
Strategic Value Fund,Inc. and Cornerstone
Strategic Return Fund, Inc.; Vice President
and Treasurer, Progressive Return Fund, Inc.
Andrew Strauss 45 Attorney and senior member of Strauss &
77 Central Avenue, Associates, P.A., attorneys, Asheville,
Suite F N.C.; previous President of White
Asheville, NC 28801 Knight Healthcare, Inc. and LMV
Leasing, Inc., a wholly owned
subsidiary of Xerox Credit Corporation;
Director of Cornerstone Strategic Value
Fund, Inc., Cornerstone Strategic
Return Fund, Inc., and Progressive
Return Fund, Inc.
Glenn W. Wilcox, Sr. 68 Chairman of the Board and Chief
Wilcox Travel Executive Officer of Wilcox Travel
One West Pack Square Agency; Director, Champion Industries,
Suite 1700 Inc.; Chairman, the Board of Blue Ridge
Asheville, NC 28801 Printing Co., Inc.; Chairman, Tower
Associates, Inc. (a real estate
venture), Member and Vice Chairman, the
Board of First Union National Bank;
Board Trustee and Vice Chairman,
Appalachian State University; Board
Trustee and Director, Mars Hill College;
Director of Cornerstone Strategic Value
Fund, Inc., Cornerstone Strategic Return
Fund, Inc. and Progressive Return Fund,
Inc.
Scott B. Rogers 44 Chief Executive Officer, Asheville
30 Cumberland Ave Buncombe Community Christian Ministry;
Asheville, NC 28801 President, ABCCM Doctor's Medical
Clinic; Director, Southeastern
Jurisdiction Urban Networkers; Director,
A-B Vision Board, Appointee, NC
Governor's Commission on Welfare to
Work; Chairman, Recycling Unlimited;
Director, Interdenominational
Ministerial Alliance; Director of
Cornerstone Strategic Value Fund, Inc.,
Cornerstone Strategic Return Fund, Inc.
and Progressive Return Fund, Inc.
The Number of Shares Owned Directly or Indirectly as of the record date is
501.
The Fund's proxy contains details concerning compensation arrangements
between the Fund and its officers.
Other than fees that may be payable by the Fund to its directors, the
nominees named above have no arrangement or understanding with any person
with respect to any future employment by the Fund or by any affiliate of the
Fund.
The persons named as proxies in the enclosed [GREEN] proxy card intend, in
the absence of contrary instructions, to vote all proxies they are entitled
to vote IN FAVOR of the election of the nominees named above. The nominees
have consented to stand for election and to serve if elected. If any of the
nominees are unable to serve, an event not now anticipated, the proxies will
be voted for such other person(s), if any, as is designated by the persons
named as proxies.
Information regarding the persons now serving as directors and officers of
the Fund, and additional information regarding the Fund, is contained in the
Fund's proxy statement.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The Fund's proxy shows Deep Discount Advisors, Inc. and Ron Olin Investment
Management Company as beneficial owners of greater than 5% of the Fund's
outstanding shares. Ralph Bradshaw and Gary A. Bentz are former employees
and consultants to Deep Discount Advisors. They have been consultants
to Ron Olin Investment Management Company for more than five years. Neither
company is a party to this solicitation and, as passive investors in the
Fund's shares, they are not endorsing the candidacy of any of the Soliciting
Stockholder's nominees. The Soliciting Stockholder knows of no other person
who owned of record or beneficially more than 5% of the outstanding Common
Stock of the Fund that is not disclosed in the Fund's proxy statement.
According to the Fund's proxy statement, the directors and officers of the
Fund, as a group owned less than 1% of the outstanding shares of the Fund.
THE SOLICITATION
Ralph W. Bradshaw, the Soliciting Stockholder, is making this solicitation.
Banks, brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward this proxy statement and the enclosed [GREEN] proxy
card to the beneficial owners of shares of Common Stock for whom they hold
shares of record. The Soliciting Stockholder will reimburse these
organizations for their reasonable out-of-pocket expenses.
The Soliciting Stockholder will bear all of the fees and expenses related to
this proxy solicitation.
The Soliciting Stockholder is not and, within the past year, has not been a
party to any contract, arrangement or understanding with any person with
respect to any securities of the Fund. In addition, there is no arrangement
or understanding involving the Soliciting Stockholder which relates to future
employment by the Fund or any future transaction with the Fund.
If you have any questions concerning this proxy solicitation or the
procedures to be followed to execute and deliver a proxy, please contact the
Soliciting Stockholder at 828-255-4833.
ADDITIONAL PROPOSALS
The Soliciting Stockholder knows of no business that will be presented for
consideration at the meeting other than that set forth in this proxy
statement and in the Fund's proxy statement. If any other matters are
properly presented for consideration at the meeting, it is the intention of
the persons named as proxies on the enclosed [GREEN] proxy card to ABSTAIN.
The date by which a stockholder must submit a proposal to be presented at the
2002 Annual Meeting of Stockholders is set forth in the Fund's proxy
statement.
Dated: ___________, 2001
EXHIBIT 1 Purchases and Sales of Excelsior Income Shares, Inc. Shares
SECURITIES OF THE FUND PURCHASED OR SOLD WITHIN THE PAST TWO YEARS BY THE
SOLICITING STOCKHOLDER
Date Number of Shares Purchased
3/9/00 1
5/5/00 500
PROXY CARD
PROXY SOLICITED IN OPPOSITION
TO THE BOARD OF DIRECTORS OF THE
EXCELSIOR INCOME SHARES, INC.
BY RALPH W. BRADSHAW
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON September 12, 2001
The undersigned hereby appoints Thomas R. Westle and Ralph W. Bradshaw, and
each of them, as the undersigned's proxies, with full power of substitution,
to attend the Annual Meeting of Stockholders of the Excelsior Income Shares,
Inc. (the "Fund") and to vote all shares of Common Stock of the Fund which
the undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Fund to be held at 919 Third Avenue, 41st Floor Conference Room B,
New York, New York on September 12, 2001 at 11 a.m. (eastern time), and at
any postponements or adjournments thereof.
Properly executed proxies will be voted (or the vote on such matters may be
withheld on specific matters) in accordance with instructions appearing on the
proxy. In the absence of specific instructions, proxies will be voted FOR the
election of the nominees as directors FOR as to other matters. Please refer to
the Proxy Statement for a discussion of the proposals.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. To elect five (5) Directors to the Fund's Board of Directors.
The nominees are:
RALPH W. BRADSHAW FOR THE NOMINEE [ ] WITHHOLD [ ]
GARY A. BENTZ FOR THE NOMINEE [ ] WITHHOLD [ ]
ANDREW STRAUSS FOR THE NOMINEE [ ] WITHHOLD [ ]
GLENN W. WILCOX, SR. FOR THE NOMINEE [ ] WITHHOLD [ ]
SCOTT B. ROGERS FOR THE NOMINEE [ ] WITHHOLD [ ]
THE SOLICITING STOCKHOLDER URGES YOU TO VOTE "FOR" THE ELECTION OF THESE
NOMINEES.
2. To approve a new Investment Advisory Agreement between the Fund and
Rafferty Capital Markets, LLC.
FOR AGAINST ABSTAIN
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3. To approve the liquidation and dissolution of Excelsior Income Shares,
Inc. pursuant to the plan of liquidation described in the accompanying
proxy statement.
FOR AGAINST ABSTAIN
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4. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's
independent public accountants for the fiscal year ending December 31,
2001.
FOR AGAINST ABSTAIN
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5. To ratify the change in name of Excelsior Income Shares, Inc, to EIS
Fund, Ltd.
FOR AGAINST ABSTAIN
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6.a) To approve the Shareholder Value Proposal that, if a majority
favors liquidation, but it fails to receive the super-majority, two-thirds
vote required, the shareholders recommend that the
Board provide shareholders an option to receive Net Asset Value
FOR AGAINST ABSTAIN
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b) To approve the Shareholder Value Proposal that, if the liquidation
proposal receives the required two-thirds vote, the shareholders request
that the first liquidation payment be distributed within 30 days after the
meeting, rather than 90 days as described in the Fund's proxy.
FOR AGAINST ABSTAIN
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ANY AND ALL OTHER PROPOSALS WILL BE VOTED BY THE PROXYHOLDERS AS "ABSTAIN". THE
UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED _______,
2001, OF RALPH W. BRADSHAW AND THE UNDERSIGNED HEREBY REVOKES ANY PROXY
HERETOFORE EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER HEREOF
AND CONFIRMS ALL THAT THE PROXIES MAY LAWFULLY DO BY VIRTUE HEREOF.
(IMPORTANT - PLEASE FILL IN DATE)
This proxy card is provided by Ralph W. Bradshaw, a stockholder of the
Fund. Please sign exactly as your name appears hereon or on proxy cards
previously sent to you. When shares are held by joint tenants, both should
sign. When signing as an 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 duly authorized officer.
If a partnership, please sign in partnership name by authorized person.
SIGNATURE(S)_____________________________________________Dated:____________
Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and other signing in a representative capacity should
include their names and the capacity in which they sign.