BRIDGES INVESTMENT FUND, INC.
256 Durham Plaza
8401 West Dodge Road
Omaha, Nebraska 68114
402-397-4700
January 23, 2001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND
PROXY STATEMENT
To the Shareholders of
Bridges Investment Fund, Inc.
The Annual Meeting of the shareholders of Bridges Investment Fund, Inc., a
Nebraska corporation, will be held at the office of the corporation in the City
of Omaha, State of Nebraska, at 256 Durham Plaza, 8401 West Dodge Road, on
February 20, 2001, at 11:00 a.m., Omaha Time, for the following purposes:
1. To elect a Board of fourteen (14) Directors, as provided in Section
1 below;
2. To approve or reject the continuance of the investment advisory
contract, continuing the employment of Bridges Investment Counsel,
Inc. as investment adviser to the Fund for the year ending April 17,
2002, as more fully described in Section 2 below;
3. To approve or reject the ratification of the selection of KPMG LLP as
independent auditors for the Fund for the year ending December 31,
2001, as provided in Section 3 below.
4. To approve or reject the increase of 3,000,000 shares of authorized
capital stock of the Fund from 3,000,000 to 6,000,000 shares.
5. To transact such other business as may properly come before the
meeting.
This proxy is solicited by the Board of Directors, to be voted at the
Annual Meeting or any adjournment thereto. The cost of the Proxy solicitations
will be paid by the investment adviser for the Fund. Additional solicitation
may be made by mail, personal interview, or telephone by Fund personnel, who
will not be compensated therefore. The cost of any such additional solicitation
will also be paid by the Fund's investment adviser.
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If you do not expect to be present, please sign the enclosed Proxy and mail
it to Bridges Investment Fund, Inc., 256 Durham Plaza, 8401 West Dodge Road,
Omaha, Nebraska 68114. All valid Proxies obtained will be voted in favor of the
election of directors, unless specified to the contrary. With respect to the
continuance of the investment advisory contract (Item 2 above), the
ratification of the selection of accountants (Item 3 above), and the increase
of authorized capital stock of the Fund (Item 4 above), all valid Proxies will
be voted in accordance with the designation on the Proxies. If no designation
is made, Proxies will be voted in favor of the proposals. Any shareholder has
the power to revoke his Proxy at any time prior to the voting thereof by
sending a letter to the Fund's office, or by executing a new Proxy. The giving
of a Proxy will not affect your right to vote in person if you attend the
Annual Meeting. At the beginning of the meeting, all shareholders in
attendance will be given an opportunity to revoke said Proxy and
to vote personally on each matter described herein.
The Board of Directors has fixed the close of business on January 15, 2001,
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting. The transfer books of the Fund will not be
closed.
On January 15, 2001, the Fund had outstanding 1,856,231.446 shares of
capital stock, par value $1 per share. After the elimination of 401.446
fractional shares which are not entitled to be voted, there were 1,855,830 full
shares outstanding on January 15, 2001, which are entitled to vote. In the
election of directors, shareholders are entitled to cumulative voting, which
means that each share is entitled to as many votes as there are directors to be
elected. Such votes may all be cast for one nominee or distributed among as
many nominees and in such proportions as the holder sees fit. In other matters,
each share is entitled to one vote, except that fractional shares are not
entitled to vote. No person owns of record, and, so far as the management
knows, no person owns beneficially more than 5% of the outstanding capital stock
of the Fund.
The Annual Report for the year ended December 31, 2000, mailed
simultaneously with this Proxy Statement to the shareholders, includes a
statement of assets and liabilities as of December 31, 2000, and a statement of
income and expenses for the year ended that date. Any shareholder who desires
additional copies may obtain them upon request at the office of the Fund, 256
Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska 68114.
1. Election of Directors
The Fund By-Laws provide for the election of fourteen (14) directors who
will serve until the next Annual Meeting of the shareholders and until their
successors are elected and qualified.
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The persons named in the enclosed Proxy intend to nominate and vote in
favor of the election of the nominees listed below, all of whom have consented
to serve the term for which they are standing for election. If for any reason
any of the nominees shall become unavailable for election, the Proxy will be
voted for nominees selected by the management.
The following information is furnished as to the proposed nominees whose
terms of office will run from February 20, 2001, to February 19, 2002:
Frederick N. Backer, Age 68 -- First Became Director in 1979
*2,588 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
Director of the Fund, and member of the Administration and Nominating
Committee. Mr. Backer is currently President of JAT Investments, Limited,
formerly JAT Corp., a private investment concern that operated a restaurant for
twenty-five years. His responsibilities as President of JAT Corp. commenced in
August, 1972. During 2000, Mr. Backer had an 80% attendance record at the five
regularly scheduled meetings of the Board of Directors and a 100% attendance for
the one meeting of the Administration and Nominating Committee.
*2,588 shares are held by U.S. Bank National Association as Custodian for a
master plan Individual Retirement Act account for Mr. Backer. Mr. Backer's
wife, Marcia S. Backer, has a beneficial interest in 209 shares of an Individual
Retirement Act account held by U.S. Bank National Association as Custodian. Mr.
Backer's three children, James S. Backer, Ann B. Davids, and Thomas F. Backer
hold 2,659, 1,487, and 1,276 shares, respectively, in IRA accounts at U.S. Bank
National Association as Custodian. In addition, James, Ann, and Thomas hold
729, 335, and 729 shares, respectively, in their own names, and Thomas holds 360
shares in a Simplified Employee Pension Account. Thus, the total ownership by
the Frederick N. Backer family is 10,372 shares.
Edson L. Bridges II, Age 68 -- First Became Director and Officer in 1963
*27,092 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
Chairman and Chief Executive Officer and Director of the Fund. Mr. Bridges
became Chairman and Chief Executive Officer of Bridges Investment Fund, Inc. on
April 11, 1997, after serving as President from September 28, 1970 through April
11, 1997. In September, 1959, Mr. Bridges became associated with the
predecessor firm to Bridges Investment Counsel, Inc. and is presently the
President and Director of Bridges Investment Counsel, Inc. Mr. Bridges is also
President and Director of Bridges Investor Services, Inc., a company that became
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Transfer Agent and Dividend Disbursing Agent effective October 1, 1987. Mr.
Bridges is also President and Director of Provident Trust Company, chartered to
conduct business on March 11, 1992. During 2000, Mr. Bridges had a 100%
attendance record at the five regularly scheduled meetings of the Board of
Directors.
*13,274 shares are owned in Mr. Bridges' name; 7,459 shares are held by a
corporate trustee for the Bridges Investment Counsel, Inc. Profit Sharing Trust,
and 3,601 shares represent a beneficial interest in Bridges Investment Counsel,
Inc. Pension Trust. These shares represent estimated interests in the Trusts'
holding of the Fund's shares; 2,758 shares are held by U.S. Bank National
Association as Custodian for master plan Individual Retirement Act and
Simplified Employee Pension accounts. In total, Mr. Bridges has a beneficial
interest in 27,092 shares of the Fund. The beneficial ownership interest of
Sally S. Bridges, wife; Jennifer B. Hicks, daughter; Robert W. Bridges, son;
Edson L. Bridges III, son; Tracy T. Bridges, daughter-in-law, and nine
grandchildren are set forth on pages 12 and 13. Mr. Bridges is an affiliated
and interested person member of the Board of Directors.
Edson L. Bridges III, Age 42 -- First Became Officer in 1985 and Director
in 1991
*10,618 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
President and Director of the Fund. Mr. Bridges has been a full-time
member of the professional staff of Bridges Investment Counsel, Inc. since
August 1983. Mr. Bridges has been responsible for securities research and the
investment management for an expanding base of discretionary management
accounts, including the Fund, for more than eight years. Mr. Bridges was
elected President of Bridges Investment Fund, Inc. on April 11, 1997, and he
assumed the position of Portfolio Manager at the close of business on that date.
Mr. Bridges became a Director of Stratus Fund, Inc., an open-end, regulated
investment company located in Lincoln, Nebraska, in October, 1990. Mr. Bridges
has been Executive Vice President-Investments of Bridges Investment Counsel,
Inc. since February, 1993, and he is a Director of that firm. Mr. Bridges is
also an officer and a Director of Bridges Investor Services, Inc. and of
Provident Trust Company. During 2000, Mr. Bridges had an 80% attendance record
at the five regularly scheduled meetings of the Board of Directors.
*Mr. Bridges' ownership is represented by 2,347 shares held in the Bridges
Investment Counsel, Inc. Profit Sharing Trust; 1,614 shares held in the Pension
Trust of Bridges Investment Counsel, Inc. by the Trustees of these plans; 4,634
shares held in a 401(k) Plan and Trust for employees of Bridges Investment
Counsel, Inc. and 1,209 shares in an IRA Custodial Account held by U.S. Bank
National Association. Mr. Bridges also has a 814 share interest in a family
trust described below. Tracy Taylor Bridges, Mr. Bridges' wife, holds 302
shares in an IRA Custodial Account and 13,745 shares in a 401(k) Plan. The
total family ownership for Mr. Edson L. Bridges III is 27,979 shares which
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includes 120 shares held in Educational IRA Accounts for each of Mr. Bridges
three children, Edson L. IV, Taylor K. and Mary E. Bridges. In addition, 3,194
shares are held by Jean Jeter, cousin to Tracy Taylor Bridges. Mr. Bridges is
an affiliated and interested person member of the Board of Directors.
N. Phillips Dodge, Jr., Age 64 -- First Became Director in 1983
*2,472 Shares of Corporation owned beneficially, directly or
indirectly or of record on December 31, 2000
Director of the Fund and Chairman of the Administration and Nominating
Committee. Mr. Dodge is President of N. P. Dodge Company, a leading commercial
and residential real estate brokerage concern in the area of Omaha, Nebraska.
Mr. Dodge has held this position since July, 1978. Mr. Dodge is also a
principal officer and director of a number of subsidiary and affiliated
companies in the property management, insurance, and real estate syndication
fields. Mr. Dodge became a Director of American States Water Company (formerly
Southern California Water Company) in April, 1990, and a Director of the Omaha
Public Power District as of January 5, 2000, for a six year term. During 2000,
Mr. Dodge had an 80% attendance record at the five regularly scheduled meetings
of the Board of Directors and a 100% attendance at the one meeting of the
Administration and Nominating Committee.
*Mr. Dodge's 2,472 shares are held in an IRA account by U.S. Bank National
Association as Custodian. His wife, Kathleen C. Dodge, has a similar account
with the identical 2,472 shares. Mr. Dodge's father, N. P. Dodge, Sr. owns 500
shares, and his wife, Virginia L. Dodge, owns 2,073 shares. Therefore, the
total Dodge family ownership is 7,517 shares.
John W. Estabrook, Age 73, First Became Director in 1979
*2,522 Shares of Corporation owned beneficially, directly or
indirectly, of record on December 31, 2000
Director of the Fund and member of the Audit Committee. Mr. Estabrook was
the Chief Administrative Officer of the Nebraska Methodist Hospital and its
holding company, Nebraska Methodist Health System, in Omaha, Nebraska, beginning
June, 1959. Effective January 1, 1987, Mr. Estabrook relinquished the position
of President of Nebraska Methodist Hospital, assuming the Presidency of the
Nebraska Methodist Health System until his retirement on August 31, 1992.
During 2000, Mr. Estabrook had a 100% attendance record at the five regularly
scheduled meetings of the Board of Directors, and a 100% attendance at the one
meeting of the Audit Committee.
*2,522 shares are held by U.S. Bank National Association as Custodian for a
master plan IRA account. Mr. Estabrook's wife, Nancy C. Estabrook, owns 40,279
shares in her own name, and she owns 2,800 shares in an IRA account at U.S. Bank
6
National Association. Mr. Estabrook's son, John C. Estabrook, owns 3,771 shares
jointly with his wife, Sharon K. Estabrook; in addition, 2,531 shares each are
held in Trusts for John Adam Estabrook and Matthew David Estabrook,
grandchildren of John W. Estabrook, for a total of 5,062 shares, and 2,087
shares are held in an Individual Retirement Account at U.S. Bank National
Association, for Jane E. Estabrook, daughter of John W. Estabrook. Thus, 56,521
total shares are owned by the Estabrook family.
Jon D. Hoffmaster, Age 53, First Became Director in 1993
*8,511 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
Director of the Fund and member of the Audit Committee. Mr. Hoffmaster is
currently CEO of eteetime.com a golf software, reservation, and e-commerce
business, and has been a director since July, 1999. He has previously served as
President and Chief Operating Officer, Chief Financial Officer of InfoUSA, and
Executive Vice President and director since 1987. From 1980 to 1987, Mr.
Hoffmaster was President and Chief Executive Officer of First National Bank of
Bellevue, Nebraska. During 2000, Mr. Hoffmaster had a 60% attendance record at
five regularly scheduled meetings of the Board of Directors, and a 100%
attendance at the one meeting of the Audit Committee.
*8,511 shares were held in Mr. Hoffmaster's own name on December 31, 2000.
6,643 shares are held in a Money Purchase Plan Trust and 1,868 shares are held
by U.S. Bank National Association Custodian for a master plan IRA rollover
account. Mr. Hoffmaster's daughter, Margaret S. Hoffmaster, holds 521 shares in
her own name, and 669 shares are held by Elizabeth O. Hoffmaster, another
daughter of Mr. Hoffmaster. Thus, the total Hoffmaster family ownership of the
Fund is 9,701 shares.
John J. Koraleski, Age 50, First Became Director in 1995
*393 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
Director of the Fund and member of the Audit Committee. Mr. Koraleski is
Executive Vice President-Marketing & Sales of the Union Pacific Railroad Company
headquartered in Omaha, Nebraska. Mr. Koraleski was employed by Union Pacific
in June, 1972, where he has served in various capacities. He was promoted to
his present position in March, 1999. As the Executive Vice President-Marketing
& Sales, Mr. Koraleski is responsible for all sales, marketing, and commercial
activities for the railroad and its Union Pacific Distribution Services
subsidiary. He is a member of the Railroad's Operating Committee. He is Vice
President-Finance and a Member of the Board of Trustees for Union Pacific
Foundation. Prior to his current position, Mr. Koraleski was the Railroad's
Chief Financial Officer, Controller of Union Pacific Corporation, and was
7
responsible for the Railroad's Information Technologies and Real Estate
Departments. During 2000, Mr. Koraleski had a 60% attendance record for the
five regularly scheduled meetings of the Board of Directors, and a 100%
attendance at the one meeting of the Audit Committee.
*393 shares are held in The Koraleski Living Trust (dated January 18,
1991), John J. Koraleski and Stephanie F. Koraleski, Trustees.
Roger A. Kupka, Age 70, First Became a Director in 1982
*3,674 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
Director of the Fund and member of the Administration and Nominating
Committee. Mr. Kupka was the President and Chief Executive Officer and
principal owner of Nebraska Builders Products Co. of Omaha, Nebraska. He held
this position from 1969 until November, 1986, when he sold the company. During
the past five years, Mr. Kupka has been Vice Chairman of the Board of Directors
of PSI Group, and currently serves on its Board of Directors. PSI Group,
headquartered in Omaha, Nebraska, is one of the largest mail sorting companies
in North America with over 800 employees and 11 operational centers throughout
the U.S. During 2000, Mr. Kupka had a 80% attendance record for the five
regularly scheduled meetings of the Board of Directors, and a 100% attendance of
the one meeting of the Administration and Nominating Committee.
*136 shares were held in Mr. Kupka's own name on December 31, 2000; 2,416
shares are held in a rollover IRA account at the U.S. Bank National Association
as Custodian for Mr. Kupka's beneficial interest. In addition, Mr. Kupka owns a
regular IRA account with U.S. Bank National Association as Custodian that holds
1,122 shares. Mr. Kupka's wife, Dorothy J. Kupka, has a beneficial interest of
1,781 shares in an IRA account at U.S. Bank National Association. Consequently,
the entire Kupka family ownership of the Fund is 5,455 shares.
Gary L. Petersen, Age 57, First Became Director in 1987
*43,183 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
Director of the Fund and member of the Administration and Nominating
Committee. Mr. Petersen is the retired President of Petersen Manufacturing Co.
Inc. of DeWitt, Nebraska. Mr. Petersen commenced employment with the Company in
February, 1966. He became President in May, 1979, and retired in June, 1986.
Petersen Manufacturing Co. Inc. produced a broad line of hand tools for national
and worldwide distribution under the brand names Vise-Grip, Unibit, Prosnip, and
Punch Puller. During 2000, Mr. Petersen had a 100% attendance record at the
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five regularly scheduled meetings of the Board of Directors and a 100%
attendance record for the one meeting of the Administration and Nominating
Committee.
*41,013 and 2,170 shares are held in two separate rollover IRA accounts by
the U.S. Bank National Association and Wells Fargo Bank Nebraska, N.A. as
Custodian for Mr. Petersen's beneficial interest. In addition, Mr. Petersen's
wife, Allison D. Petersen, holds 1,823 shares in an IRA rollover account at U.S.
Bank National Association; Mr. Petersen's mother Esther Petersen, holds 2,614
shares in an agency account with Provident Trust Co.; their son, Daniel L.
Petersen, holds 1,438 shares in an IRA Roth conversion account at U.S. Bank
National Association; and Sondra Petersen, Mr. Daniel Petersen's wife holds 99
shares in an IRA account with U.S. Bank National Association. In addition, 46
shares are held in Educational IRA accounts for both Mr. Petersen's grandson,
Wyatt Daniel Petersen, and granddaughter, Reagan Marie Petersen. Mr. Petersen
is a co-trustee of the Ralph W. Petersen GST Exempt Trust, which holds 4,750
shares. Mr. Petersen's son, Daniel, and his daughter, Megan, each have a
beneficial interest of 1,188 shares of the Ralph W. Petersen GST Exempt Trust.
The 2,374 balance of these shares is owned for the benefit of Mr. Petersen's
three nephews: Cleland Johnson, Kenneth Totman, and Richard Lee Totman, who
each hold 791 shares and a fractional interest thereof. Thus, the total
Petersen family ownership is 53,953 shares.
John T. Reed, Age 57, First Became Director in 1999
*30 shares of Corporation owned beneficially, directly or indirectly, or of
record on December 31, 2000
Director of the Fund and Chairman of the Audit Committee. Mr. Reed is
Chairman of McCarthy & Co. of Omaha, Nebraska, and a member of the Board of
Directors of McCarthy Group, Inc., participating in the management of the Firm's
corporate finance and asset management business since February, 1997. Mr. Reed
was formerly with Arthur Andersen for 32 years before retiring in August, 1996.
Mr. Reed served as the managing partner of Arthur Andersen's Omaha office while
also serving as partner in charge of that office's tax and business consulting
practices. During 2000, Mr. Reed had a 100% attendance record at five regularly
scheduled meetings of the Board of Directors, and a 100% attendance record for
the one meeting of the Audit Committee.
*30 shares are held jointly by Mr. Reed and his wife, Ivel J. Reed.
Roy A. Smith, Age 66, First Became Director in 1976
*21,681 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
Lead Independent Director of the Fund and member of the Administration and
Nominating Committee. Mr. Smith was President of H. P. Smith Motors, Inc. for
9
decades until the Company was sold to a new owner in the Third Quarter of 1997.
Mr. Smith is currently President of Old Mill Toyota of Omaha, Nebraska, and is a
director of the Mid City Bank of Omaha. During 2000, Mr. Smith had a 60%
attendance record at the five regularly scheduled meetings of the Board of
Directors. and a 100% attendance as the Lead Director of the Independent
Directors.
*19,640 shares are held in Mr. Smith's name, and 2,041 shares are held by
U.S. Bank National Association as Custodian for a master plan IRA account. Mr.
Smith's wife, Macaela J. Smith, holds 907 shares in an IRA account held by U.S.
Bank National Association. Homer A. Smith, brother to Roy A. Smith, also owns
13,963 shares jointly with his wife, Kathryn H. Smith. In addition, 8,115
shares are held as Trustee for Mr. Smith's niece and nephew, Courtney Lynn and
Gregory Thomas Asplund. Thus, the total Smith family ownership is 44,666
shares.
Janice D. Stoney, Age 60, First Became Director in 1999
*1,839 shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
Director of the Fund and member of the Administration and Nominating
Committee. Mrs. Stoney retired as Executive Vice President, Total Quality
System, US WEST Communications in December, 1992. Mrs. Stoney began her career
within the telephone industry as a service representative with the Northwestern
Bell Telephone Company in August, 1959. Mrs. Stoney earned various officer
positions that culminated in becoming President of Northwestern Bell Telephone
Company from 1987 - 1989 and President of the Consumer Division of US WEST from
1989 - 1991. During her distinguished business career, Mrs. Stoney has served
on the Board of Directors of the Federal Reserve Bank, Tenth District, Omaha
Branch, from 1984 to 1988; the Northwestern Bell Telephone Company, 1985 to
1990; Tennant Company located in Minneapolis, Minnesota from 1986 to 1995; and
US WEST Communications Group, Inc. 1989 to 1992. Mrs. Stoney currently serves
on the Board of Directors of the Whirlpool Corporation, headquartered in Benton
Harbor, Michigan where she has served since 1987. She was elected in 1999 as a
Director of Williams Cos. headquartered in Tulsa, Oklahoma. During 2000, Mrs.
Stoney had a 100% attendance record at the five regularly scheduled meetings of
the Board of Directors, and a 100% attendance record for the one meeting of the
Administration and Nominating Committee.
*Mrs. Stoney's 1,839 shares are held in an IRA rollover account at U.S.
Bank National Association.
L.B. Thomas, Age 64, First Became Director in 1992
*836 Shares of Corporation owned beneficially, directly or indirectly
or of record on December 31, 2000
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Director of the Fund and member of the Audit Committee. Mr. Thomas retired
in October, 1996, from ConAgra, Inc. He retired as Senior Vice President, Risk
Officer and Corporate Secretary for ConAgra, Inc., with world-wide operations
and the second largest major processor of food products in the United States,
headquartered in Omaha, Nebraska. ConAgra has sales of approximately $25
billion world-wide and is the second largest major processor of food products in
the United States. He was also a member of ConAgra's Management Executive
Committee. Mr. Thomas joined ConAgra as assistant to the Treasurer in 1960. He
was named Assistant Treasurer in 1966; Vice President, Finance in 1969; Vice
President, Finance and Treasurer in 1974; added the Corporate Secretary
responsibility in 1982; and became Senior Vice President in 1991. Mr. Thomas is
a director of Lozier Corp. located in Omaha, Nebraska and the Exchange Bank of
Mound City, Missouri, and a member and treasurer of the Nebraska Methodist
Health System Board of Directors. During 2000, Mr. Thomas had an 80% attendance
record at the five regularly scheduled meetings of the Board of Directors and a
100% attendance record for the one meeting of the Audit Committee.
*836 shares are held in Mr. Thomas' name.
John K. Wilson, Age 46, First Became Director in 1999
*1,768 shares of Corporation owned beneficially, directly or indirectly, or
of record on December 31, 2000
Director of the Fund and member of the Audit Committee. Mr. Wilson is
President of Durham Resources, LLC. Durham Resources, LLC is a privately held
investment company headquartered in Omaha, Nebraska. Mr. Wilson commenced his
career with Durham Resources LLC, and Great Plains Energy Corp. in February,
1983. Prior to becoming President in May, 1994, Mr. Wilson served in the
position of Secretary-Treasurer and Vice President-Finance. Mr. Wilson
currently serves on the Advisory Board _ U.S. Bank National Association, Omaha,
Nebraska. During 2000, Mr. Wilson had an 80% attendance record at the five
regularly scheduled meetings of the Board of Directors, and a 100% attendance
record for the one meeting of the Audit Committee.
*The 1,768 shares are represented by: 43 shares in the John K. Wilson IRA
held by U.S. Bank National Association as Custodian and 1,725 shares in a Money
Purchase Pension Plan for John K. Wilson; Hancock and Dana PC as Plan Sponsor.
In addition to these shares, Mr. Wilson's wife, Mary Anna, holds 221 shares in
an IRA account with U.S. Bank National Association as Custodian. Thus, the
total John K. Wilson family ownership in the Fund is 1,988 shares.
Nancy K. Dodge, Age 39, First Became Officer in 1986
*1,894 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
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Treasurer of the Fund. Mrs. Dodge has been an employee of Bridges
Investment Counsel, Inc. since January, 1980. Her career has progressed through
the accounting department of that Firm, to her present position as Vice
President of Fund Services. Mrs. Dodge is the person primarily responsible for
day to day operations for the Fund, and she is also the key person for handling
relations with shareholders, the custodian bank, and the auditor. Mrs. Dodge is
an officer and Director of Bridges Investor Services, Inc.
*1,393 shares represent a beneficial interest in the Profit Sharing Trust,
and 501 shares represent a beneficial interest in the Bridges Investment
Counsel, Inc. Pension Trust held by the Trustees of these plans. In addition,
64 shares are held in Educational IRA accounts for Chase William Dodge and
Sydney Morgan Dodge, Mrs. Dodge's children and Mrs. Dodge's sister Janice M.
Harper owns 1,335 shares in an IRA Rollover account with U.S. Bank National
Association. The total family ownership for Nancy K. Dodge is 3,293 shares.
Brian Kirkpatrick, Age 29, First Became Officer in 2000
*1,732 Shares of Corporation owned beneficially, directly or indirectly, as
of record on December 31, 2000
Vice President of the Fund. Mr. Kirkpatrick has been an employee of
Bridges Investment Counsel, Inc. since August 24, 1992. Mr. Kirkpatrick has
been a full-time member of the professional staff of Bridges Investment Counsel,
Inc., responsible for securities research, and the investment management for an
expanding base of discretionary management accounts, including the Fund, for
several years.
Mr. Kirkpatrick holds 322 shares through a beneficial interest in the
Bridges Investment Counsel, Inc. Profit Sharing Trust, and 376 shares are
attributed through a beneficial interest in the Bridges Investment Counsel, Inc.
Pension Trust. In addition, 1,034 shares represent a beneficial interest in the
401(K) Plan and Trust of Bridges Investment Counsel, Inc. Thus, Brian M.
Kirkpatrick's beneficial ownership in the Fund totals 1,732 shares.
Mary Ann Mason, Age 48, First Became Officer in 1987
*5,589 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
Secretary of the Fund. Mrs. Mason has been an employee of Bridges
Investment Counsel, Inc. from June, 1981. Her career has been mainly in the
staff services area as a secretary. Mrs. Mason is also Corporate Secretary for
Bridges Investment Counsel, Inc., Provident Trust Company, Bridges Investor
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Services, Inc. and a Director of Bridges Investor Services, Inc.
*Mrs. Mason and her husband, Gerald L. Mason, own 1,566 shares jointly. In
addition, Mrs. Mason holds 978 shares in a master plan IRA account with U.S.
Bank National Association as Custodian, and 101 shares in a Roth IRA account at
U.S. Bank National Association. Mrs. Mason has a beneficial interest in 812
shares in the Bridges Investment Counsel, Inc. Profit Sharing Trust and 410
shares in the Bridges Investment Counsel, Inc. Pension Plan, and 1,722 shares in
a 401(k) Plan and Trust. Gerald L. Mason has a master plan IRA account with
U.S. Bank National Association as Custodian, which owns 978 shares, and 101
shares in a Roth IRA Account at U.S. Bank National Association. In addition, 42
shares are held in an Educational IRA account for Christina Marie Mason, Mrs.
Mason's daughter. Thus, the total family ownership for Mary Ann Mason is 6,710
shares.
Linda Morris, Age 34, First Became Officer in 2000
*624 shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 2000
Assistant Treasurer of the Fund. Mrs. Morris has been an employee of
Bridges Investment Counsel, Inc. since August 24, 1992. Mrs. Morris has
functioned as an assistant to Nancy K. Dodge in the daily and monthly duties
associated with the day to day operation of the Fund.
Mrs. Morris holds jointly 51 shares with her husband, William T. Morris.
Mrs. Morris has a beneficial interest in 210 shares in the Bridges Investment
Counsel, Inc. Profit Sharing Trust, 183 shares in the Bridges Investment
Counsel, Inc. Pension Plan, and 180 shares in a 401(K) Plan and Trust. In
addition, 83 shares are held for both Casey and Sam, Mrs. Morris' children in an
Educational IRA account. Thus, the total family ownership for Linda J. Morris
is 707 shares.
Kathleen J. Stranik, Age 57, First Became Officer in 1995
*1,674 Shares of Corporation owned beneficially, directly or indirectly, or
of record on December 31, 2000
Assistant Secretary of the Fund. Mrs. Stranik has been an employee of
Bridges Investment Counsel, Inc. from January, 1986. Mrs. Stranik has
functioned as an executive secretary to both Edson L. Bridges II and Edson L.
Bridges III throughout her career with the Firm.
*Mrs. Stranik holds 64 shares in a master plan IRA account with U.S. Bank
National Association as Custodian. Mrs. Stranik has 42 shares in a personal
account, and a beneficial interest in 599 shares in the Bridges Investment
Counsel, Inc. Profit Sharing Trust, 493 shares in the Bridges Investment
13
Counsel, Inc. Pension Plan, and 476 shares in a 401(k) Plan and Trust. In
addition, Mrs. Stranik's daughter and son-in-law, Amy and Randal Jespersen, both
hold 125 and 133 shares respectively in Master Plan IRA accounts with U.S. Bank
National Association. Thus, the total family ownership for Kathleen J. Stranik
is 1,932 shares.
The officers of the Fund as disclosed herein have been elected by the Board
of Directors on April 13, 2000, and their terms of office run from April 13,
2000, to April 13, 2001.
No shareholder owns of record, or beneficially of record, more than 5% of
the outstanding capital stock of the Fund, which totaled 1,850,302 shares as of
December 31, 2000.
Bridges Family Ownership of Fund Shares. The family of Edson L. Bridges II
has the following beneficial ownership in shares of the Fund: Edson L. Bridges
II, 13,274 shares in his own name; 1,894 shares in the Master Plan IRA account,
7,459 shares through a beneficial interest in the Bridges Investment Counsel,
Inc. Profit Sharing Trust, 3,601 shares represent a beneficial interest in the
Bridges Investment Counsel, Inc. Pension Trust, and 864 shares in a SEP IRA
account with U.S. Bank National Association as Custodian, for a total of 27,092
shares. Sally S. Bridges owns 3,564 shares in her own name, and also holds
1,429 shares in a master plan IRA account. Mrs. Bridges' beneficial and of
record ownership of Fund shares is 5,963 shares, which includes 970 shares held
by Jean Smith, cousin of Edson L. Bridges II.
Edson L. Bridges III owns 2,347 shares through a beneficial interest in the
Bridges Investment Counsel, Inc. Profit Sharing Trust; 1,613 shares represent a
beneficial interest in the Bridges Investment Counsel, Inc. Pension Trust; 4,634
shares represent a beneficial interest in the 401(k) Plan and Trust for
employees of Bridges Investment Counsel, Inc.; and 1,209 shares and 303 shares,
respectively, are held in a master plan IRA account for both Edson L. Bridges
III and Tracy T. Bridges, his wife. Mr. Bridges is a principal beneficiary of
the Edson L. Bridges II Irrevocable Trust, and his one-third interest in the
Trust's ownership of the Fund is 814 shares. In addition, each of Mr. Bridges'
three children hold an Educational IRA Account with a total number of 119 shares
as described earlier. These children are Edson L. Bridges IV, Taylor Kathryn
Bridges and Mary Esther Bridges. Tracy Bridges further holds 13,745 shares
through the First National Bank of Omaha as custodian for Kutak Rock 401(k)
Profit Sharing Plan & Trust. The total beneficial ownership of this family
component group is 27,979 shares, which includes 3,195 shares held by Jean
Jeter, cousin to Tracy Taylor Bridges.
Jennifer B. Hicks, daughter of Edson L. Bridges II, owns 279 shares in a
master plan IRA account. In addition, Mrs. Hicks is entitled to 150 shares
through a beneficial interest in the Bridges Investment Counsel, Inc. Profit
Sharing Trust, and 36 shares are attributed to her through a beneficial interest
in the Bridges Investment Counsel, Inc. Pension Trust. Mrs. Hicks is a
14
principal beneficiary of the Edson L. Bridges II Irrevocable Trust, and her one-
third interest in the Trust's ownership of the Fund is 814 shares. Mrs. Hicks
also holds 566 shares in a CRUT with the Nebraska Methodist Hospital Foundation
as Trustee. In addition, 104 shares are held in an Educational IRA Account for
Kathryn Elizabeth Hicks, Andrew John Hicks, and Sophie Marie Hicks, Mrs. Hicks'
children, and Kirk Hicks, Mrs. Hicks' husband has an IRA Rollover of 12 shares.
Thus, Mrs. Hicks has a beneficial interest in 1,961 shares of the Fund.
Robert W. Bridges, son of Edson L. Bridges II, owns in his Revocable Trust
424 shares, and he has a one-third beneficial interest in the Edson L. Bridges
II Irrevocable Trust for 814 shares, 233 shares in a Roth conversion account,
249 shares through a beneficial interest in the Bridges Investment Counsel, Inc.
Profit Sharing Trust, and 166 shares are attributed through a beneficial
interest in the Bridges Investment Counsel, Inc. Pension Trust. In addition,
517 shares represent a beneficial interest in the 401(k) Plan and Trust of
Bridges Investment Counsel, Inc. Robert W. Bridges holds 1,160 shares jointly
with his wife, Elizabeth Bridges, and Mr. Bridges also holds 1,088 shares in a
CRUT with the Nebraska Methodist Hospital Foundation as Trustee. In addition,
103 shares are held in Educational IRA accounts for three of Mr. Bridges'
children, Hannah Caroline Bridges, Benjamin Hall Bridges, and Elizabeth Owen
Bridges. Thus, Robert W. Bridges' beneficial ownership in the Fund totals 4,754
shares.
The combined beneficial ownership for members of the family of Edson L.
Bridges II is 67,750 shares or 3.7% of the total shares outstanding. Marvin W.
Bridges, Jr., brother of Edson L. Bridges II, holds 10,026 shares in a
charitable trust with Edson L. Bridges II as sole trustee, and with Provident
Trust Company as Investment Agent. Ann B. Bruce, daughter of Marvin W. Bridges,
Jr., has a one-half beneficial interest in the Marvin W. Bridges, Jr.,
Irrevocable Trust, and there are 727 shares attributable to her in that trust,
as well as 792 shares in a CRUT with Nebraska Methodist Hospital Foundation as
Trustee. Marvin W. Bridges also holds 782 shares in a CRUT with the Nebraska
Methodist Hospital Foundation as Trustee. Amy Bridges Lawrence, daughter of
Marvin W. Bridges, has a one-half beneficial interest in the Marvin W. Bridges,
Jr. Irrevocable Trust, and there are 727 shares attributable to her in that
trust. In addition, Mrs. Lawrence holds 299 shares in a separate Master Plan
IRA account at U.S. Bank National Association, as well as 566 shares in a CRUT
with Nebraska Methodist Hospital Foundation as Trustee. There are two Marvin W.
Bridges CRUT accounts for the benefit of Ann Bruce and Amy Lawrence with the
Nebraska Methodist Hospital Foundation as Trustee with 793 shares. The total
beneficial ownership for the Marvin W. Bridges, Jr. family is 15,505 shares or
0.8% of the total shares outstanding.
When the branches of Edson L. Bridges II and Marvin W. Bridges, Jr. are
combined, the various members of the Bridges family own beneficially 83,255
shares, which are equal to 4.5% of the total Fund shares outstanding.
15
Edson L. Bridges II acts as a sole trustee for three trusts that are
registered with the Fund's transfer agent in the name of the grantor or the
principal beneficiary of the trust. These trusts have an ownership of 10,781
shares of the Fund outstanding as of December 31, 2000. Mr. Bridges also serves
as a co-trustee of seven other trusts with individual trustees and corporate
trustees that held 21,642 shares of the Fund as of December 31, 2000. These
shares are reported in the beneficial ownership interests of the trust, and are
not reflected in the totals for Bridges family interests.
Edson L. Bridges III is named as co-trustee with Edson L. Bridges II for
one trust with a total of 5,061 shares of capital stock of the Fund as of
December 31, 2000. The capital stock owned is registered with the Fund's
transfer agent in the name of the trust, and these shares are not recorded with
the total interests of the Bridges family.
With respect to the disclosures of the trusteeships of Edson L. Bridges II,
Edson L. Bridges III, and Provident Trust Company, some of the account
ownerships disclosed represent multiple reporting of share ownership of the Fund
in order to report the various classifications "of record" ownership.
The share ownership disclosures reported herein are as of December 31,
2000. To summarize the foregoing information, the Directors and Officers of the
Fund own beneficially or of record 138,722 shares, which are equal to 7.5% of
the 1,850,302 Fund shares outstanding on December 31, 2000, and their family
members own an additional 129,957 shares for a total ownership of these persons
of 268,679 shares, which are equal to 14.5% of the 1,850,302 Fund shares
outstanding on December 31, 2000.
Bridges Investment Counsel, Inc., investment adviser to the Fund, has a
Profit Sharing Trust and a Pension Trust for its employees, and both include
some persons who are not officers or Directors of the Fund. The Wells Fargo
Bank Nebraska, N.A., Lincoln, Nebraska, as Trustee of the Profit Sharing Trust,
owned 19,119 shares for the benefit of all employees. The Wells Fargo Bank
Nebraska, N.A. owned an additional 18,252 shares as Trustee of the 401(k) Plan
and Trust for the employees of Bridges Investment Counsel, Inc. Three employees
of Bridges Investment Counsel, Inc., acting as Trustees, held 5,900 shares of
the Fund on behalf of the Pension Plan participants. The beneficial interests
of the officers and employees of Bridges Investment Counsel, Inc. who are also
officers and employees of the Fund have been set forth in the foregoing
statements of stock ownership.
With respect to shares reported for beneficial interests held in Profit
Sharing, 401(k), and Pension Trusts of Bridges Investment Counsel, Inc., the
shares shown in this Proxy Statement are based upon informed estimates of the
December 31, 2000 allocations of percentage interests in the retirement plans
for each employee. However, actual ownership at December 31, 2000, will vary
16
from the reported shares based upon new entrants to the plans, changes in
compensation levels for existing participants, and other factors that determine
a participant's percentage interest in each of these plans. These
determinations may not be finalized before March 31, 2001; thus, the disclosures
of beneficial interests in this proxy statement as of December 31, 2000, are the
best estimates possible from the available information at this time, except the
beneficial interests in the Pension Plan have been determined to be correct for
December 31, 2000.
No direct compensation or other remuneration was paid to the Directors or
officers by the Fund in 2000. However, the Directors as a group were paid a
total of $15,150.00 by Bridges Investment Counsel, Inc. for their attendance at
Audit Committee, Administration and Nominating Committee, and Board of Directors
meetings during 2000.
Based on recommendations made by the independent directors of the Fund at
their meeting held on December 5, 2000, commencing in 2001, the Fund will pay
each director a fee of $300 for each Board of Directors meeting attended, which
will cover independent director and Committee meetings when such meetings occur
in continuous session on the same date, and a fee of $150 for each Committee
meeting attended when held on a separate date from a regularly scheduled Board
of Directors meeting. Interested directors, Edson L. Bridges II and Edson L.
Bridges III, are not paid any Fund director fees.
The following Directors were "interested persons" members of the Board of
Directors during 2000: Mr. Edson L. Bridges II and Mr. Edson L. Bridges III.
The determination of an interested person is based on the definition in Section
2(a)(19) of the Investment Company Act of 1940, and Securities and Exchange
Commission Release (Release No. IC-24083, dated October 14, 1999), providing
additional guidance to investment companies about the types of professional and
business relationships that may be considered to be material for purposes of
Section 2(a)(19). Interested persons include a director or officer of the Fund
who has a significant or material business or professional relationship with the
Fund's investment adviser, Bridges Investment Counsel, Inc.
Provident Trust Company of Omaha, Nebraska, had 194 shareholders as of
December 31, 2000, no one of whom owned more than 3.7% of the total outstanding
voting shares of common stock. Provident Trust Company is managed by personnel
of Bridges Investment Counsel, Inc. under a perpetual Management Agreement. At
December 31, 2000, Provident Trust Company maintained accounts that held shares
of Bridges Investment Fund, Inc. for its customers in the following capacities
where Provident Trust Company has the right to vote the Fund shares: 99,441
shares as sole trustee, and 7,605 shares as co-trustee with an individual. The
total shares held by Provident Trust Company in these two capacities is 107,046.
The number of shares that will be voted by an officer of Provident Trust Company
in its capacity as trustee or co-trustee is 0.6% of the total Fund shares
17
outstanding on December 31, 2000. Provident Trust Company does not own any
shares of the Fund as principal. The records of the transfer agent for the Fund
maintain the ownership of the shares in the name of the trust account or the
beneficial owner. Ownership interests are reported in this proxy statement in
the name of the trust account or the beneficial owners. Provident Trust
Company's practice with respect to voting shares of the Fund will be to deliver
proxies to the beneficial owners or other representatives for the customer
accounts in all situations where such policy is administratively feasible and
legally possible. Provident Trust Company has officers who are not employees of
Bridges Investment Counsel, Inc. or officers of Bridges Investment Fund, Inc.
who may vote proxies for trust customers in those instances where an independent
point of view and the avoidance of a conflict of interest are important
considerations.
2. Approval or Rejection of the Continuance
of the Investment Advisory Contract
On April 17, 1963, the Board of Directors of the Fund approved an
investment advisory contract to be entered into between the Fund and Bridges
Investment Counsel, Inc., the investment adviser, located at 256 Durham Plaza,
8401 West Dodge Road, Omaha, Nebraska. The management contract continues in
effect only so long as such continuance is specifically approved at least
annually by the Board of Directors, or by vote of a majority of the outstanding
voting securities of the Fund; in either case, the terms of this Agreement and
any renewal thereof must have been approved by the vote of a majority of
Directors who are not parties to such contract or Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval. The contract may be terminated by either party on
sixty days' written notice and terminates automatically if assigned. The
contract was last submitted to the Fund's shareholders for their approval on
February 15, 2000, and the purpose of that submission was to secure a
continuation of the contract with Bridges Investment Counsel, Inc. for the
period from April 17, 2000, through April 17, 2001.
The recommendation to continue the contract past April 17, 2001, was made
by the independent members of the Board of Directors at a meeting called for
that purpose on December 5, 2000. This recommendation was then favorably acted
upon at the Regular Quarterly Meeting of the Board of Directors on January 9,
2001, for submission to the shareholders for action on February 20, 2001.
Under its contract with the Fund, the investment adviser furnishes
continuing investment supervision for the Fund and provides office space,
facilities, equipment, and personnel for managing the assets of the Fund. In
addition, the investment adviser pays all of the expenses of registering the
Fund with the Securities and Exchange Commission under the Investment Company
Act of 1940 and the Securities Act of 1933 and has agreed to pay all expenses of
maintaining those registrations. Further, under this contract, the investment
18
adviser has agreed to pay all expenses of initially qualifying and maintaining
the qualification of shares of the Fund in whole or in part under the securities
laws of such states as the Fund may from time to time designate.
For these services, the Fund agrees to pay the investment adviser a
quarterly fee of one-eighth (1/8) of one percent (1%) of the average net asset
value of the Fund, which approximates 1/2 of 1% on an annual basis, as
determined by appraisals made as of the close of each month of the applicable
quarter. However, in the contract, the investment adviser has guaranteed the
Fund that the Fund's total expenses, exclusive of stamp and other taxes but
including fees paid to the investment adviser, shall not in any year exceed in
the aggregate a maximum of one and one-half percent (1 1/2%) of the average net
asset value of the Fund for such year as determined by appraisals made as of the
close of each month thereof. If such expenses exceed the one and one-half per
cent (1 1/2%) maximum, the investment adviser has agreed to reimburse the Fund
for the amount of the excess.
The investment adviser's fees for the last three fiscal years were as
follows: $209,938.08 in 1998, $279,315.80 in 1999, and $369,341.42 in 2000.
There have been no reimbursed expenses under the 1 1/2% of net assets expense
limitation during the past three fiscal years.
Edson L. Bridges II, Chairman of the Board of the Fund, is also President
of Bridges Investment Counsel, Inc., the Firm which is investment adviser to the
Fund. The total of 600 shares of capital stock of the investment adviser are
owned as follows as of December 31, 2000: Edson L. Bridges II, 525 shares;
Sally S. Bridges, wife of Edson L. Bridges II, three shares; Edson L. Bridges
III, six shares; and Wells Fargo Bank Nebraska, N.A. as Trustee for the Bridges
Investment Counsel, Inc. Profit Sharing Trust, 66 shares. The officers of
Bridges Investment Counsel, Inc. hold a beneficial interest of 51.29% of the 66
shares held in the Profit Sharing Trust, including a 39.01% allocation for Mr.
Edson L. Bridges II that is equal to a 25.75 share indirect ownership for him.
Mr. Edson L. Bridges III holds a 12.28% indirect beneficial interest in the
profit sharing trust of Bridges Investment Counsel, Inc., resulting in an
attribution of 8.10 shares of ownership in Bridges Investment Counsel, Inc.
capital stock. When the 8.10 indirect shares are combined with the six shares
owned directly, Mr. Bridges III holds 14.10 shares of Bridges Investment
Counsel, Inc. capital stock, for a 2.35% interest in that Firm. Thus, both
Edson L. Bridges II and Edson L. Bridges III's beneficial interest in the stock
ownership of Bridges Investment Counsel, Inc. is 564.85 shares, representing
94.14% of the total 600 shares outstanding, when their attributed shares from
the Profit Sharing Trust are included with shares owned personally. The shares
of Bridges Investment Counsel, Inc. held by Edson L. Bridges II and Edson L.
Bridges III are commonly controlled pursuant to a voting trust agreement dated
December 15, 2000 between them in order to comply with State of Nebraska,
Department of Banking and Finance, Bureau of Securities regulations regarding
19
investment adviser representatives. Mr. Edson L. Bridges II, Mrs. Sally S.
Bridges, and Mr. Edson L. Bridges III are the three Directors of Bridges
Investment Counsel, Inc.
Bridges Investment Counsel, Inc. does not advise any other investment
companies.
In order for the investment advisory contract to be continued, approval by
the holders of the majority of the outstanding shares of the Fund is necessary.
If the contract is not adopted by the shareholders, the Board of Directors would
take an appropriate alternative action.
Prior to recommending approval of the investment adviser contract at their
December 5, 2000, meeting, the independent directors of the Fund reviewed the
financial resources of the investment adviser, the investment performance record
of the Fund in comparison with funds of similar size and comparable investment
objectives, the operating costs relative to other funds, and other factors
including the quality of service to shareholders and matters set forth in a
special study prepared annually for the Board members by the investment manager.
At each Board of Directors meeting, the Board reviews the brokerage commissions
and fees paid with respect to securities transactions undertaken for the Fund's
portfolio during the prior three-month period for the cost efficiency of the
services provided by the brokerage firms involved -- all of which brokerage
firms are non-affiliated with the Fund and its investment adviser. The Fund's
Board of Directors reviewed an annual disclosure on soft dollar commission
arrangements of the investment adviser and the benefits that the investment
adviser and its clients may receive from the Fund's portfolio transactions at
its April 13, 2000 Board meeting. The Board has regularly reviewed the
brokerage commissions paid on each portfolio security transaction since 1995,
and the actions taken by the management during the prior quarter with respect to
portfolio transactions and commission levels have been approved by the Board of
Directors.
During the most recent fiscal year ended December 31, 2000, the Fund paid
Bridges Investor Services, Inc. $26,474.95 in fees for dividend disbursement,
transfer agency, and certain report filings for deferred employee benefit plans
and individual retirement accounts. These services are provided under a
separate contract, not subject to a vote by the shareholders of the Corporation,
between the Fund and Bridges Investor Services, Inc., a company owned by the
employees of Bridges Investment Counsel, Inc. The Fund's Board of Directors
reviews the appropriateness of the cost to the Fund and to its shareholders, and
the Board approves all changes in scheduled charges for compensation under the
contract arrangement between the two companies. Bridges Investor Services, Inc.
will continue to be a vendor to the Fund for the business activities described
in this paragraph.
20
Rule 30d-1 of the General Rules and Regulations promulgated under the
Investment Company Act of 1940 requires, that a brief description of each matter
voted upon at a meeting of shareholders be made in the Annual Shareholder Report
and/or in a semi-annual report following the shareholder meeting. This
description shall include the number of votes cast for, against, or withheld as
well as the number of abstentions including an apparent tabulation with respect
to each matter or nominee for office. Please consult Exhibit 4 in the Annual
Shareholder Report for 2000 that accompanies this Notice of Annual Meeting of
Shareholders and Proxy Statement for the matters and the results acted upon at
the February 15, 2000, Annual Meeting of Shareholders.
3. Ratification or Rejection of Selection of Accountants
The Investment Company Act of 1940 provides that the accountants of an
investment company shall be selected by a majority of the members of the Board
of Directors who are not affiliated with the investment adviser of the Fund,
that such selection shall be submitted for ratification or rejection at the
Annual Meeting of the shareholders, and that the employment of such accountants
shall be conditioned upon the right of the Fund, by vote of a majority of its
outstanding shares, to terminate such employment.
On January 9, 2001, the independent members of the Board of Directors
unanimously recommended the selection of KPMG LLP as auditors for the
Fund for the year ending December 31, 2001, and the Board directed the
submission of this recommendation to the shareholders for ratification. Through
the Proxy solicited for the Annual Meeting scheduled for February 20, 2001, you
will be ratifying the selection of KPMG LLP as the auditor for the year-ending
2000 financial statements for the Fund. The shareholders of the Fund ratified
the selection of KPMG LLP as auditors of the Fund for the year ending December
31, 2000 at the February 15, 2000 Annual Meeting of Shareholders. A
representative of KPMG LLP will be in attendance at the Annual Meeting of
Shareholders on February 20, 2001.
4. To Approve or Reject the Increase of 3,000,000 shares of
Authorized Capital Stock of the Fund from 3,000,000 to
6,000,000
The authorized shares of capital stock of the Fund were set at 3,000,000
shares in Article VI of the Articles of Incorporation of Bridges Investment
Fund, Inc. as amended on February 15, 1994. The authorized number of shares of
capital stock which are available for sale to new shareholders has diminished
over time. As of December 31, 2000, there were 224,994 authorized shares
available for issuance, since 1,850,302 shares were outstanding and 924,704
shares had been redeemed since inception of the Fund on July 1, 1963. Thus,
92.5% of the authorized shares have been used, and the Board of Directors has
21
approved and recommended an increase in authorized shares before the Fund
reaches or exhausts the existing limit of 3,000,000 shares. During 2000, the
Fund issued 414,329 shares.
In order to be certain that the Fund has an adequate supply of shares
available for issuance to investors, the Board of Directors passed the following
resolutions at its regular quarterly meeting on January 9, 2001.
RESOLVED, that Article VI of the Articles of Incorporation
of Bridges Investment Fund, Inc., as previously amended on
February 17, 1970, November 16, 1976, February 21, 1984,
February 16, 1988, and February 15, 1994, be amended at the
February 20, 2001 Annual Meeting of stockholders to read
as follows:
The total authorized capital stock of the corporation is
6,000,000 shares with a par value of one ($1.00) dollar
per share.
RESOLVED FURTHER, that upon approval by the shareholders
of this proposed amendment to article VI, the Board of
Directors shall cause the officers of the Corporation
to take appropriate action to carry out and consummate
this Amendment.
The only change or amendment to Article VI will be the insertion of the
number 6,000,000 for the number 3,000,000.
If approval is received from the shareholders on February 20, 2001, to
increase the shares of authorized capital stock as proposed, the Fund will
proceed to register these additional shares of capital stock with the Securities
and Exchange Commission and the State of Nebraska from time to time in an
appropriate manner.
All of the expenses connected with the Amendment to the Articles of
Incorporation and the registration of the shares with the designated agencies
will be paid for by Bridges Investment Counsel, Inc., the investment adviser to
the Fund.
5. Other Matters Which May Come Before the Meeting
It is not anticipated that any action will be asked of the shareholders
other than the ones previously indicated, but if other matters are properly
brought before the Annual Meeting, the persons named in the Proxy will vote on
such matters in accordance with their best judgment.
22
Supplementary Comments and Information
Special matters deserving emphasis are set forth under appropriate headings
in the text below:
Cumulative Voting of Directors
As noted above in the third paragraph on page 2 of this Proxy Statement, a
Fund shareholder has the right to cumulate votes for the election of directors.
The Board of Directors does not solicit cumulative voting with this Proxy
Statement.
Disclosure of Election Results
In the event any nominee for election to the Board of Directors receives at
the Annual Meeting election of Board members a total of negative votes which
would equal five percent or more of the total shares voted, a post-meeting
disclosure of the name(s) of the nominee(s) will be made by the Fund indicating
a list of all directors by name, the number of shares voted for and against, and
the total number of shares voted at the meeting for directors. Such report will
be made in the next quarterly shareholder letter following the shareholder
meeting at which a vote is taken. This information will be provided in addition
to the results to be disclosed under Rule 30d-1 under the Investment Company Act
of 1940.
Limitation of Exemption from the Proxy Rules for Certain Non-Issuer
Solicitations
The issuer of the enclosed Proxy is the Fund. The Board of Directors of
the Fund is not aware of solicitations for Proxies by persons other than the
Board of Directors. In the event non-issuer solicitations for Proxies do occur,
any statements contained therein will be the responsibility of the solicitors
that have made such filing. Such a filing of non-issuer solicitation material
with the Securities and Exchange Commission does not constitute a finding by the
Commission that such solicitation material is accurate or complete.
Deadline for Proposals for Next Annual Meeting
Shareholders who wish to have a proposal included in the business agenda
for the next Annual Meeting of Shareholders to be held February 19, 2002, must
have their proposal filed at the office of the Fund by November 21, 2001, which
date is estimated to be within the 90 days prior to the printing and mailing of
the Proxy Statement to shareholders eligible to vote at that meeting.
Board of Directors Meetings
The By-Laws of the Fund provide for a fourteen member Board of Directors
and the Board of Directors currently has fourteen members. The Board meets five
23
times per year. The scheduled dates for 2001 are January 9, April 10, July 10,
October 16, and December 4, 2001. Board meetings are normally held at 4:00 p.m.
at the offices of the Fund, with the exception of the December meeting, which
will begin at 5:00 p.m. The Board addresses all policy matters in relation to
the operation of the Fund, and it reviews and acts upon subjects involving
federal and state laws and regulations governing the Fund.
Associations
There is no nominee or Director who is a member or employee or associated
with a law firm which the Fund has used during the past two fiscal years or
proposes to retain in the current year.
There is one Director, John T. Reed, who is a shareholder, officer, and
director of an investment banking firm, McCarthy & Co., a registered broker-
dealer. However, in accordance with SEC Rule 2a19-1 under the Investment
Company Act, the Board of Directors of the Fund at its meeting on January 9,
2001 confirmed that McCarthy & Co. has not executed any portfolio transactions
for the Fund, engaged in any principal transaction with the Fund or distributed
shares for the Fund during the time that Mr. Reed has served as a Director of
the Fund, and for at least six months prior thereto, and that the Fund and its
shareholders will not be adversely affected if McCarthy & Co. does not execute
any portfolio transactions for the Fund, engage in any principal transactions
with the Fund or distribute any shares of the Fund. Upon the basis of this
determination, Mr. Reed is not considered an interested person under Section
2(a)(19) of the Investment Company Act, despite his affiliation with a
registered broker-dealer.
Committees
The Fund has an Administration and Nominating Committee and an Audit
Committee, which are comprised solely of independent directors of the Fund. The
Director members on each committee are identified below. The Administration and
Nominating Committee evaluates candidates' qualifications for Board membership,
including such candidates' independence from the Fund's investment manager, and
periodically reviews and makes recommendations with respect to Board governance
procedures and compensation. The Administration and Nominating Committee also
reviews the Fund investment advisory agreement and makes recommendations to the
independent directors and the Fund Board of Directors concerning such agreement.
The Audit Committee establishes the scope of review for the annual audit by KPMG
LLP, and its members work with representatives of KPMG LLP to establish such
guidelines and tests for the audit which are deemed appropriate and necessary.
24
ADMINISTRATION AND
AUDIT COMMITTEE NOMINATING COMMITTEE
John W. Estabrook Frederick N. Backer
Jon D. Hoffmaster N. P. Dodge, Jr., Chairman
John J. Koraleski Roger A. Kupka
John T. Reed, Chairman Gary L. Petersen
L.B. Thomas Roy A. Smith
John K. Wilson Janice D. Stoney
Professional Appointments and Fees
With respect to the retention of KPMG LLP in 2000 as certified public
accountants for the Fund, the Fund receives audit-related and tax preparation
services.
The Fund paid KPMG LLP $11,775 during 2000. The breakdown of this fee was
as follows:
% of
Amount Total
Audit-Related Services $9,475 80.5
Preparation of Tax Returns 1,525 13.0
Tax Consulting 775 6.5
Total Fee $11,775 100.0
The appointment of KPMG LLP as certified public accountants for the Fund is
reviewed by the Audit Committee pursuant to an annual written proposal for
engagement by KPMG LLP; the Audit Committee then recommends to the Board of
Directors which in turn has recommended the appointment to the shareholders.
KPMG LLP has agreed to provide services in 2001 for $11,800.
Legal fees and services performed on behalf of the Fund have been paid by
the investment adviser in accordance with the terms of the agreement between the
Fund and the investment adviser. The investment adviser will continue to pay
those legal expenses in accordance with the agreement between the Fund and the
investment adviser. However, the agreement for legal counsel for the
independent directors will embody continuing annual legal expenses to the Fund
that had not been present prior to the year 2000. The appointment of attorneys
for the Fund is a matter that is reviewed annually by the Board of Directors at
its January meeting.
ALL SHAREHOLDERS ARE REQUESTED TO SIGN AND MAIL PROXIES PROMPTLY.
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Your attendance at the Annual Meeting is desired whether your holdings are
large or small. We encourage shareholders to take an active interest in the
Fund, and we would appreciate a phone call or letter to indicate that you expect
to be in attendance on February 20, 2001.
By Order of the Board of Directors.
Mary Ann Mason
Secretary