Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
AMERICAN UNITED LIFE POOLED EQUITY FUND B
(Name of Registrant as Specified In Its Charter)
AMERICAN UNITED LIFE INSURANCE COMPANY
(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:
N.A.
2) Aggregate number of securities to which transaction applies:
N.A.
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):
N.A.
4) Proposed maximum aggregate value of transaction:
N.A.
5) Total fee paid:
N.A.
[ ] 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:
N.A.
2) Form, Schedule or Registration Statement No.:
N.A.
3) Filing Party:
N.A.
4) Date Filed:
N.A.
[Cover Page to Schedule 14A amended in Release No. 34-37692 (P. 85,845),
effective October 7, 1996, 61 F.R. 49957.]
AMERICAN UNITED LIFE POOLED EQUITY FUND B
One American Square
Indianapolis, Indiana 46204
NOTICE OF MEETING OF PARTICIPANTS
August 4, 1997
This Meeting of Participants in American United Life Pooled Equity Fund
B ("Fund B" or the "Fund") will be held on Monday, August 4, 1997, at 2:00 p.m.
(EST) at One American Square, Indianapolis, Indiana, for the following purposes:
I. To elect five members to the Board of Managers of Fund B to serve until the
next Meeting called for that purpose and until their successors are duly
elected and qualified.
II. To consider and vote on ratification of the selection of Coopers & Lybrand
LLP as the independent accountants of Fund B for the fiscal year ending De-
cember 31, 1997; and
III. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
The Board of Managers has fixed Friday, May 23, 1997 as the record date
for the determination of the Fund B Participants entitled to notice of, and to
vote at, the meeting.
By Order of the Board of Managers
/s/ Richard A. Wacker
Richard A. Wacker
Secretary to the Board of Managers
June 10, 1997
YOUR VOTE IS IMPORTANT. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, OR IF YOU DO
PLAN TO ATTEND BUT WISH TO VOTE BY PROXY, PLEASE DATE, SIGN AND MAIL PROMPTLY
THE ENCLOSED PROXY. A return envelope is provided for this purpose.
This page left intentionally blank.
AMERICAN UNITED LIFE POOLED EQUITY FUND B
PROXY STATEMENT
for the Meeting of Participants to be held August 4, 1997
This proxy statement is furnished in connection with solicitation by
the management of American United Life Pooled Equity Fund B ("Fund B" or the
"Fund") of proxies to be voted at the Meeting of Participants in Fund B to be
held at 2:00 p.m. (EST) on Monday, August 4, 1997 at One American Square,
Indianapolis, Indiana, and at any adjournment thereof.
The date of the first mailing of this Proxy Statement was on or about
June 16, 1997. Interests in Accumulation Units represented by timely and
properly executed proxies will be voted as specified. Executed proxies that are
unmarked will be voted for the election of the nominees as Members of the Board
of Managers and in favor of the proposals set forth in the attached Notice of
Meeting. A proxy may be revoked at any time prior to its exercise by written
notice, by execution of a subsequent proxy, or by voting in person by attending
the Meeting.
As of May 23, 1997, the record date for this meeting, the number of
votes which are entitled to be cast at such meeting is 980,553.072.
A copy of the Annual Report of Fund B for the fiscal year ended
December 31, 1996, including financial statements, either has been mailed to all
persons who are Participants of record on the record date for the Meeting, or if
not previously mailed, accompanies this proxy statement. The Annual Report is
not incorporated herein. If a copy of the Annual Report is not included in this
Proxy Statement and has not been previously received, the Fund will provide a
copy of the Annual Report upon request and without charge by calling (317)
263-1877 or by writing to AUL at P.O. Box 368, Indianapolis, Indiana 46206.
As a general matter, Fund B does not hold regular annual or other
meetings of Participants. Any Participant who wishes to submit proposals to be
considered at a future meeting of Fund B Participants should send the proposals
to Fund B at P.O. Box 368, Indianapolis, Indiana 46206, so as to be received a
reasonable time before a proxy solicitation for the next meeting is made.
Participant proposals that are submitted in a timely manner will not necessarily
be included in the proxy materials. Inclusion of such proposals is subject to
limitations under federal securities laws.
All expenses incurred in connection with the solicitation of proxies
will be borne by American United Life Insurance Company(R) ("AUL"). The
accompanying proxy may be revoked at any time before it is exercised, either by
written notice thereof given to Richard A. Wacker, Secretary to the Board of
Managers, or by the personal appearance by the Participant at the Meeting. Fund
B expects to solicit proxies primarily by mail, but attorneys, officers and
regular employees of AUL may also solicit in person, by telephone or telegraph.
I. ELECTION OF FIVE MEMBERS TO THE BOARD OF MANAGERS
The 5 member Board of Managers, which meets at least quarterly, has the
ultimate responsibility for the management of Fund B. Due to its size, the Board
has not felt the need to establish standing committees to perform the duties
usually associated with audit, compensation or nominating committees. The
affairs of Fund B are conducted in accordance with the Rules and Regulations
adopted by the Board.
Prior to the Annual Meeting of Participants held on May 6, 1994, members
of the Board of Managers were elected for three year terms. At the Annual
Meeting of Participants held on May 6, 1994, the Participants approved a change
in the Rules and Regulations of Fund B to eliminate the requirement to hold
Annual Meetings if only routine matters were being considered. Election of
members is now considered to be a "routine matter" under federal securities laws
so long as a majority of the members have previously been elected by the
Participants. However Fund B is required to call a Meeting of Participants to
fill a vacancy on the Board of Managers if, immediately after the appointment of
a member to fill a vacancy, less than 2/3 of the members then holding office
have been elected by the Participants. Therefore, an election of members will
take place at this meeting to fill vacancies caused by resignations of two
members. Dr. H. Raymond Swenson retired from the Board of Managers effective
March 1, 1996 and Mr. Jerry D. Semler retired from the Board of Managers
effective March 1, 1997.
The Board of Managers currently consists of four members: Dr. Ronald
Anderson, Dr Leslie Lenkowsky, James W. Murphy, and James P. Shanahan. Dr.
Anderson, Mr. Murphy, and Mr. Shanahan were elected by the Participants at
previous Annual Meetings of Participants. All three of these individuals are
being submitted for re-election to the Board of Managers. Dr. Lenkowsky was
appointed to the Board on March 6, 1996 to fill the vacancy created by the
resignation of Dr. H. Raymond Swenson. Dr. Swenson was not an "interested
person" as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act") and, similarly, Dr. Lenkowsky is not an interested
person as defined by the 1940 Act. Dr. Lenkowsky is being submitted as a new
nominee for election by Participants. The other new nominee, Mr. R. Stephen
Radcliffe, is being submitted as a nominee to fill the vacancy on the Board
created by the resignation of Mr. Jerry D. Semler from the Board of Managers,
effective March 1, 1997. Mr. Semler was an interested person as defined by the
1940 Act and his replacement, Mr. Radcliffe, would also be considered an
interested person as defined by the 1940 Act. As an interested person, Mr.
Radcliffe will receive no compensation from Fund B as a Manager. Mr. Radcliffe
would become a member of the Board of Managers on the day following his
election, if he is so elected to the Board by the Participants. Each nominee has
consented to serve as a member of the Board of Managers if elected; however,
should any nominee become unavailable to accept election, an event not now
anticipated, the persons named in the proxy will vote at their discretion for
another person or persons who may be nominated as a member of the Board.
Unless otherwise instructed by a Participant, the persons named in the
accompanying form of proxy intend to vote at the Meeting for the election of the
five nominees named below as members of the Board of Managers of Fund B to serve
until the next such Meeting of Participants and until their successors are
elected and qualified. If a proxy card is properly executed but unmarked, it
will be voted in favor of all the nominees.
The following table sets forth the names of the nominees, the Secretary
to Fund B, and certain additional information. Unless otherwise indicated, each
individual's business address is One American Square, Indianapolis, Indiana
46282.
Principal Occupation
Director During the Past Five
Name and Position Since Years and Age in 1997
- ----------------- ----- ---------------------
James W. Murphy,* Chairman 1983 Senior Vice President,
of the Board of Managers Corporate Finance, AUL,
Age 61
James P. Shanahan,* 1987 Senior Vice President,
member, Board of Managers Pension Operations, AUL,
Age 64
Dr. Ronald D. Anderson, 1988 Professor, School of
member, Board of Managers Business, Indiana
Indiana University, University,
Indianapolis Indianapolis, IN
801 West Michigan St., Age 58
Indianapolis, IN
Dr. Leslie Lenkowsky, 1996 President, Hudson Institute,
member, Board of Managers 8/90 to present;
Hudson Institute Indianapolis, IN
5395 Emerson Way Age 51
Indianapolis, IN 46226
R. Stephen Radcliffe* N.A. Director and Executive Vice
proposed nominee as a President, AUL, 8/94 to
member of the Board of Managers present; Sr. V.P.,
Chief Actuary, AUL,
5/83 - 8/94
Age 52
- ---------------------
Richard A. Wacker,* 1990 Associate General Counsel,
Secretary to the Board of Managers AUL, 10/92 to present;
Senior Counsel,
AUL, 11/89 - 10/92
Age 48
*Because of their current positions with AUL as set forth above, Mr. Murphy and
Mr. Shanahan are "interested persons" of the Fund and AUL, as defined in the
Investment Company Act of 1940. Mr. Radcliffe, if elected by the Participants to
a position on the Board of Managers, would also be an interested person, as
defined in the Investment Company Act of 1940.
Richard A. Wacker serves as Secretary to the Board of Managers and has held
that office from May 11, 1990 to the present. Mr. Wacker also serves as
Associate General Counsel of AUL.
None of the members of the Board of Managers or Executive Officers of
Fund B directly own units of Fund B. In addition, none of the members of the
Board of Managers or Executive Officers own or participate in any Contracts for
which Fund B serves as the investment medium.
During Fund B's fiscal year ended December 31, 1996, the Board of
Managers held four meetings. Except for Mr. Shanahan, who attended two of the
meetings, all of the other current Managers attended all four meetings.
During the calendar year ended December 31, 1996, AUL paid members of
the Board of Managers who are not "interested persons" of Fund B fees
aggregating $3,300. For calendar year 1997, AUL shall pay each such Director
$1,500 per year, plus $50.00 for each Board of Managers meeting attended and
shall reimburse each such Board member for any expenses incurred in attending
such meetings or otherwise in carrying out his responsibilities as a member of
the Board of Managers of Fund B. AUL also pays all salaries, fees, and expenses
of any Officer or member of the Board of Managers of Fund B who is an officer,
director, or employee of AUL. Fund B has paid no remuneration and has no pension
or retirement plans or agreements for Managers, Officers or employees.
The Board of Managers recommends that Participants vote in favor of the
election of the five nominees as members of the Board of Managers of Fund B.
II. RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
At each Annual Meeting of Participants, including the Annual Meeting
that was held on May 6, 1994, the Participants were given the opportunity to
ratify the selection of the independent certified public accountant for the Fund
for the coming year. At the Annual Meeting held on May 6, 1994, the Participants
amended the Rules and Regulations of Fund B to allow this "routine" matter to be
considered annually by the Board of Managers. However, under current federal
securities laws, whenever a Meeting of Participants is held, Participants will
be asked to consider the ratification of the selection of the independent
certified public accountant for the current year. At the meeting of the Board of
Managers held on March 27, 1997, the Board, including a majority of those
members who are not interested persons of the Fund, selected Coopers & Lybrand
LLP to act as independent certified public accountants for Fund B for the fiscal
year ending December 31, 1996.
In connection with its audit services, Coopers & Lybrand LLP will
examine and certify financial statements for the Fund and may provide assistance
and consultation in connection with filings with the Securities and Exchange
Commission (the "SEC"). The Fund's financial statements for the fiscal year
ended December 31, 1996, were examined by Coopers & Lybrand LLP. A
representative of Coopers & Lybrand LLP will not be present at the Meeting.
Coopers & Lybrand LLP have advised the Fund that they have no direct financial
or material indirect financial interest in Fund B.
An affirmative vote of a majority of the Accumulation Units of Fund B
represented at the Meeting is required to ratify this appointment.
The Board of Managers recommends that Participants vote in favor of
ratifying the selection of Coopers & Lybrand LLP as independent public
accountants for the Fund for the year ending December 31, 1997.
III. OTHER MATTERS
The Managers know of no business to be brought before the Meeting other
than as set forth above. If, however, any other matters properly come before the
Meeting, it is the intention of the persons named in the enclosed form of proxy
to vote on such matters in accordance with their best judgment.
INFORMATION ABOUT AUL
AUL is a legal reserve mutual life insurance company existing under the
laws of the State of Indiana. AUL was originally incorporated as a fraternal
society on November 7, 1877, under the laws of the federal government, and was
reincorporated under the laws of the State of Indiana in 1933. AUL is qualified
to do business in 47 states and the District of Columbia. As a mutual insurance
company, AUL is owned by and operated exclusively for the benefit of its
policyowners.
AUL conducts a conventional life insurance, health insurance,
reinsurance, and annuity business, and manages pension and other accounts. At
December 31, 1996, AUL had admitted assets of $7,852,292,848 and had a
policyowners' surplus of $572,825,650. AUL is registered with the SEC as an
investment adviser. Such registration does not involve supervision by the SEC
over investment advice.
The Board of Directors of AUL is elected by its policyowners. As a
mutual insurance company, AUL has no shareholders, and therefore no one
individual controls as much as 10% of AUL.
AUL serves as investment adviser to Fund B pursuant to an Investment
Management Services Agreement ("Management Agreement") between AUL and Fund B.
AUL also acts as the principal underwriter for Fund B and performs the sales and
administrative services relative to the Contracts under the Sales and
Administrative Services Agreement (the "Services Agreement") between AUL and
Fund B. For further information on the Management Agreement, the Services
Agreement, and portfolio brokerage, please refer to the Prospectus and Statement
of Additional Information for Fund B. For a copy of these documents, please call
AUL at (317) 263-1877 or write AUL at P.O. Box 368, Indianapolis, Indiana 46206.
MISCELLANEOUS -- 5% OWNERS
There are no Participants that beneficially own 5% or more of the Fund B
Accumulation Units.
RELATIONSHIP OF FUND B TO AUL
Fund B is a segregated investment account which was established by AUL
for certain variable annuity contracts (herein referred to as the "Contracts")
of AUL. Net payments under the Contracts are deposited into Fund B. The
Contracts are sold and administered under a Sales and Administrative Services
Agreement between AUL and Fund B. In addition, AUL provides Fund B with
investment management services as described previously in this proxy statement.
AUL also acts as investment adviser to one other registered investment
company, AUL American Series Fund, Inc., which had approximately $164,303,951 in
net assets on December 31, 1996. For its services as an investment advisor to
this Fund, AUL receives, on an annual basis, 0.50% of the average daily net
assets of the Fund's portfolios, except for the Tactical Asset Allocation
Portfolio, for which AUL receives, on an annual basis, 0.80% of the average
daily net assets of the Portfolio.
YOU ARE URGED TO FILL-IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Managers
/s/ Richard A. Wacker
Richard A. Wacker
Secretary to the Board of Managers
Dated: June 10, 1997
[FRONT OF CARD]
PROXY
AMERICAN UNITED LIFE POOLED EQUITY FUND B
MEETING OF PARTICIPANTS
August 4, 1997, 2:00 p.m.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGERS. THE FUND'S BOARD OF
MANAGERS RECOMMENDS A VOTE "FOR" ALL OF THE FOLLOWING PROPOSALS.
The undersigned hereby instructs Richard A. Wacker, Secretary to the Board of
Managers, or his designee, to vote all of the Accumulation Units credited to his
or her account as a Participant in American United Life Pooled Equity Fund B,
which the undersigned is entitled to vote at the Meeting of Participants to be
held August 4, 1997, at One American Square, Indianapolis, Indiana 46282, at
2:00 p.m. or any adjournment thereof , in the manner directed below with respect
to the matters referred to in the Notice of Meeting and Proxy Statement for the
Meeting, receipt of which is hereby acknowledged, and in his discretion, upon
such other matters as may properly come before the meetings or any adjournment
thereof.
1. FOR [ ] the election of Dr. Ronald D. Anderson, Dr. Leslie Lenkowsky, Mr.
James W. Murphy, Mr. R. Stephen Radcliffe, and Mr. James P. Shanahan as
members of the Board of Managers of Fund B. If you wish to withhold autho-
rity to vote for the election of a nominee, this may be done by drawing a
line through the nominee's name.
2. FOR [ ] AGAINST [ ] ABSTAIN FROM [ ] the ratification of the selection
of Coopers & Lybrand LLP as independent accountants of Fund B.
3. In his discretion, on any other matters which may properly come before the
meeting.
This Proxy, if executed and returned prior to the Meeting of Participants, will
be voted. If instructions are given on items 1 and 2 above, this Proxy will be
voted in accordance with those instructions. If no instruction is given, this
Proxy will be voted FOR the election of the five named nominees and FOR items 2
and 3.
Dated: __________________, 1997. Signature ___________________________________
YOUR VOTE IS IMPORTANT, IF YOU DO NOT EXPECT TO ATTEND THE MEETING, OR IF YOU DO
PLAN TO ATTEND BUT WISH TO BY PROXY, PLEASE DATE, SIGN AND MAIL PROMPTLY THE
ENCLOSED PROXY. A return envelope is provided for this purpose.
[BACK OF CARD]
Record Date: May 23, 1997 Contract
--------
FIELD (CONTRACT)
Tax Identification Number:
--------------------------
FIELD (ACCOUNT)
FIELD (OWNER)
FIELD (ADDRESS)
FIELD (CITY), FIELD (ST) FIELD (ZIP)