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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
LINDNER INVESTMENTS
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(Name of Registrant as Specified In Its Charter)
N/A
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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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
LINDNER INVESTMENTS
c/o US Bancorp Fund Services LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
December 24, 2003
Dear Shareholder:
The Board of Trustees has unanimously decided to liquidate the Lindner
Government Money Market Fund (the "Fund"). The fund has not performed as well as
we had hoped, and its assets have never grown to the size that would permit
efficient management. The cost of operating the fund continues to be a drain on
its performance. Effective December 12, 2003, the fund stopped accepting new
accounts.
We are now asking for your approval to liquidate the fund by selling its assets
and distributing the cash proceeds to shareholders on a pro rata basis. The
liquidation is explained in the attached Proxy Statement. Liquidation requires a
2/3 vote of approval by shareholders. On the record date, over 2/3 of the shares
of the Fund were owned by five affiliated Lindner equity funds, and the
subadvisors managing each of those funds have informed the Trust that they
intend to vote in favor of liquidating the Fund. Because of this fact,
liquidation of the Fund is assured.
Your vote is important. Please review the proxy statement then take a moment to
complete, sign and mail your proxy card(s). A postage-paid envelope is enclosed
for your convenience. If the date of the meeting approaches and we have not
received your vote, you may receive a telephone call from a representative of
Lindner Asset Management, our investment adviser, reminding you to vote your
shares.
We appreciate your prompt attention to this important matter.
Sincerely,
/S/ DOUG T. VALASSIS
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Doug T. Valassis, Chairman
LINDNER INVESTMENTS
Lindner Government Money Market Fund
c/o US Bancorp Fund Services LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on January 16, 2004
A special meeting of shareholders will be held at 9:00 a.m., Central Time, on
Friday, January 16, 2004, at 520 Lake Cook Road, Suite 381, Deerfield, IL 60015
for the Lindner Government Money Market Fund (the "Fund"), which is a series of
Lindner Investments. The meeting will be held for shareholders to approve the
liquidation of the Fund and the distribution of the Fund's net assets to
shareholders.
THE BOARD OF TRUSTEES OF LINDNER INVESTMENTS UNANIMOUSLY RECOMMENDS THAT YOU
APPROVE THE LIQUIDATION OF THE FUND, AS IS MORE FULLY DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT. Shareholders of record at the close of business on
December 11, 2003, are the only persons entitled to notice of and to vote at the
meeting.
Your attention is directed to the attached Proxy Statement. You may attend the
meeting if you would like to, but you are not required to attend. Whether or not
you expect to be present at the upcoming meeting, please fill in, sign, date and
mail the enclosed proxy or proxies as promptly as possible in order to save
further solicitation expense. We ask for your cooperation in returning your
proxy promptly. A stamped return envelope is included for your convenience. If
you are present at the meeting, you may then revoke your proxy and vote in
person, as explained in the Proxy Statement in the section entitled "Special
Meeting of Shareholders."
/S/ ROBERT L. MILLER
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Robert L. Miller,
Secretary of Lindner Investments
Dated: December 24, 2003
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LINDNER INVESTMENTS
Lindner Government Money Market Fund
c/o US Bancorp Fund Services LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To be held on January 16, 2004
The enclosed proxy is solicited by the Board of Trustees of Lindner Investments,
a Massachusetts business trust, in connection with a special meeting of
shareholders of Lindner Government Money Market Fund to be held at 9:00 a.m.,
Central Time, on Friday, January 16, 2004, and any adjournments thereof (the
"Meeting"). The costs of solicitation, including the cost of preparing and
mailing the Notice of Meeting of Shareholders and this Proxy Statement, will be
borne by the Fund, and this Proxy Statement has been first mailed to
shareholders on December 24 2003. Representatives of Lindner Asset Management,
Inc. (the "Adviser"), the current investment adviser of the Fund, may, without
cost to the Fund, solicit proxies on behalf of management of the Fund by means
of mail, telephone or personal calls. The address of the Adviser is listed
above.
A proxy may be revoked before the Meeting by giving written notice of revocation
to the Secretary of Lindner Investments, or at the Meeting prior to voting.
Unless revoked, properly executed proxies in which choices are not specified by
the shareholders will be voted "FOR" each item for which no choice is specified,
in accordance with the recommendation of the Board of Trustees. In instances
where choices are specified by the shareholders in the proxy, those proxies will
be voted or the vote will be withheld in accordance with the shareholder's
choice. Abstentions will be counted as present for purposes of determining
whether a quorum of shares is present at the Meeting, and will have the same
effect as a vote "against" such item. Under the Rules of the New York Stock
Exchange, the proposed liquidation of the Fund is considered
"non-discretionary," and brokers who hold Fund shares in street name for
customers are not authorized to vote on such proposal on behalf of their
customers who have not furnished the broker specific voting instructions. If a
broker returns a "non-vote" proxy, indicating a lack of authority to vote on a
proposal, then the shares covered by such non-vote shall be counted as present
for purposes of calculating whether a quorum is present but shall be counted as
a "no" vote with respect to the proposal to liquidate the Fund. So far as the
Board of Trustees is aware, no matter other than those described in this Proxy
Statement will be acted upon at the Meeting. Should any other matters properly
come before the Meeting calling for a vote of shareholders, it is the intention
of the persons named as proxies in the enclosed proxy to act upon such matters
according to their best judgment.
Only shareholders of record of the Fund at the close of business on December 11,
2003 (the "Record Date"), may vote at the Meeting or any adjournment thereof. As
of that date, there were issued and outstanding 45,658,963.570 shares of
beneficial interest of the Fund. Each shareholder of the Fund is entitled to
vote that number of shares (whole fractional shares) that the shareholder owns
of record on the Record Date. None of the matters to be presented at the
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Meeting will entitle any shareholder to cumulative voting or to dissent from the
proposal and seek appraisal rights. A list of those persons who, to the
knowledge of Fund management, beneficially owned more than 5% of the voting
shares of any class of the Fund as of the Record Date is set forth in Exhibit A
to this Proxy Statement. The Adviser has been informed by holders of more than
2/3 of the outstanding shares entitled to vote that they intend to vote in favor
of liquidating the Fund, thereby assuring approval of the proposal.
In the unlikely event that sufficient votes are not received for the adoption of
the proposed liquidation by the Fund, an adjournment of the Meeting may be
sought. Any adjournment would require a vote in favor of the adjournment by the
holders of a majority of the shares present at the Meeting for the Fund (or any
adjournment thereof) in person or by proxy. In such circumstances, the persons
named as proxies will vote in favor of any proposed adjournment.
COPIES OF THE FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE TO
SHAREHOLDERS UPON REQUEST. IF YOU WOULD LIKE TO RECEIVE A COPY, PLEASE CONTACT
THE FUND AT 520 LAKE COOK ROAD, SUITE 381, DEERFIELD, IL 60015 OR CALL (800)
995-7777 AND ONE WILL BE SENT, WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN THREE
BUSINESS DAYS OF YOUR REQUEST.
PROPOSAL TO APPROVE THE LIQUIDATION OF
LINDNER GOVERNMENT MONEY MARKET FUND
REASONS FOR LIQUIDATING
The Lindner Government Money Market Fund commenced operations on July 2, 1996.
The Fund is a separate series (or portfolio) of Lindner Investments, and is
advised by U.S. Bancorp Asset Management, Inc., as subadviser. The Fund has been
unable to attract enough assets to realize any meaningful economies of scale or
to achieve competitive investment performance. For example, the percentages of
total expenses to net assets for the Fund (prior to reimbursement of expenses or
fee waivers by Lindner Asset Management, Inc., the Fund's adviser) for the
fiscal years ended June 30, 2001, 2002 and 2003 were 0.59%, 0.66% and 0.90%,
respectively, which were substantially higher than the average total expense
ratio for other mutual funds with similar investment objectives and management
styles. At December 11, 2003, the record date for determining shareholders
entitled to vote at the special meeting, the Fund had net assets of only
$45,658,963.57.
The investment performance of the Fund has also been disappointing, and has been
declining significantly with the general decline in short term interest rates.
The Fund's total returns for fiscal years ended June 30, 2001, 2002 and 2003,
were 5.49%, 2.15% and 1.15%, respectively. Effective at the close of business on
December 12, 2003, the Fund was closed to new investors and no sales of shares
have been accepted from investors since that date other than through the
reinvestment of dividends or due to transactions for already existing
shareholders.
On November 14, 2003, the Board of Trustees of Lindner Investments considered
the recommendation of the Adviser that the Fund be liquidated and terminated.
The Adviser informed the Trustees that it believes that the small size of the
Fund would make it difficult to find an alternative investment adviser
interested in managing the Fund. The Adviser reviewed the tax consequences of a
liquidation with the Trustees and explained that the payment of
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liquidating distributions would be a taxable event to shareholders (see "Federal
Income Tax Consequences" below). The Board of Trustees, including the
independent Trustees present, unanimously approved a plan of liquidation for the
Fund (the "Liquidation Plan"), subject to approval by the shareholders of the
Fund, voting separately. Copies of the Liquidation Plan are set forth as Exhibit
B to this Proxy Statement. The Board of Trustees also determined to recommend
that shareholders of the Fund approve its Liquidation Plan. If the Liquidation
Plan is approved by the Fund's shareholders, the portfolio securities and other
assets of the Fund will be sold, creditors will be paid or reserves for payments
to creditors established, and the net proceeds of such sales will be distributed
to shareholders in cash, pro rata in accordance with their shareholdings.
If shareholders of the Fund do not approve liquidation, the Board of Directors
will meet to determine an alternative course of action.
SUMMARY OF THE LIQUIDATION PLAN
For the Fund, the Plan of Liquidation will become effective on the day of its
approval by shareholders (the "Effective Date"). From the Effective Date through
the completion of liquidation, Lindner Asset Management will continue to act as
the investment adviser for the Liquidating Fund. As soon as practicable after
the Effective Date of the Fund's Liquidation Plan, the Fund will complete the
sale of its portfolio securities in order to convert its assets to cash. After
the Effective Date, the Fund will not engage in any business activity except for
the purpose of winding up its business and affairs, preserving the value of the
Fund's assets and distributing such assets to shareholders after the payment to
(or reservation of assets for payment to) all creditors of the Fund. No further
requests for redemptions of shares will be honored after the Effective Date of
the Fund's Liquidation Plan. All contracts entered into by or on behalf of the
Fund will terminate upon consummation of the transactions contemplated by the
Fund's Liquidation Plan. After the Effective Date of the Fund's Liquidation
Plan, and in any event within 60 days thereafter, the Fund will mail to each
shareholder a liquidating distribution equal to the shareholder's proportionate
interest in the remaining net assets of the Fund and any pertinent or necessary
information concerning the sources of the liquidating distribution that a
shareholder may need for his or her personal income tax returns.
After the distribution of assets to shareholders, the Fund will be terminated in
accordance with its Liquidation Plan and applicable provisions under
Massachusetts law. The Liquidation Plan provides that the Board of Trustees may
authorize such variations from, or amendments to, the provisions of the
Liquidation Plan as may be necessary or appropriate to effect the complete
liquidation and termination of the Fund in accordance with the purposes to be
accomplished by the Liquidation Plan.
FEDERAL INCOME TAX CONSEQUENCES
Payment by the Fund of liquidating distributions to shareholders will be a
taxable event. Because the income tax consequences for a particular shareholder
may vary depending on individual circumstances, each shareholder is urged to
consult his or her own tax adviser concerning the federal, state and local tax
consequences of receipt of a liquidating distribution.
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The Fund currently qualifies, and intends to continue to qualify through the end
of the liquidation period, for treatment as a regulated investment company under
the Internal Revenue Code of 1986, as amended, so that it will be relieved of
federal income tax on any investment company taxable income or net capital gain
(the excess of net long-term capital gain over net short-term capital loss) from
the sale of its assets. The payment of liquidation distributions will be a
taxable event to shareholders. Each shareholder will be viewed as having sold
his or her Fund shares for an amount equal to the liquidation distribution(s) he
or she receives. Each shareholder will recognize gain or loss in an amount equal
to the difference between (a) the shareholder's adjusted basis in the Fund
shares, and (b) such liquidation distribution(s). The gain or loss will be
capital gain or loss to the shareholder if the Fund shares were capital assets
in the shareholder's hands and generally will be long-term if the Fund shares
were held for more than one year before the liquidation distribution is
received.
Immediately prior to declaring the liquidating distribution, the Fund will
declare a final dividend of all current but undistributed income. This dividend
will be paid at the same time as the liquidating distribution, and shareholders
will be notified of the portion of the total distribution that constitutes the
final dividend. The balance of the liquidating distribution will be treated as
an amount realized from the sale of Fund shares, as discussed above.
The Fund generally will be required to withhold tax at the rate of 31% with
respect to any liquidation distribution paid to individuals and certain other
non-corporate shareholders who fail to certify to the Fund that their social
security number or taxpayer identification number provided to the Fund is
correct and that the shareholder is not subject to backup withholding.
The foregoing summary is generally limited to the material federal income tax
consequences to shareholders who are individual United States citizens and who
hold shares as capital assets. It does not address the federal income tax
consequences to shareholders who are corporations, trusts, estates, tax-exempt
organizations, pension plans, Individual Retirement Accounts or non-resident
aliens. This summary does not address state or local tax consequences.
Shareholders are urged to consult their own tax advisers to determine the extent
of the federal income tax liability they would incur as a result of receiving a
liquidation distribution, as well as any tax consequences under any applicable
state, local or foreign laws.
VOTE REQUIRED
The Lindner Government Money Market Fund must have at least a majority of its
total shares outstanding on the Record Date present in person or by proxy in
order to have a quorum for purposes of conducting the proposed business for the
Fund. The Fund's Board of Trustees has unanimously recommended that shareholders
of the Fund vote in favor of approval of the Fund's Liquidation Plan. For the
Fund, the affirmative vote of holders of two-thirds (2/3) of the shares of
beneficial interest outstanding on the Record Date is required to approve the
Fund's Liquidation Plan. YOUR VOTE IS IMPORTANT. PLEASE VOTE, SIGN AND DATE YOUR
PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE.
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SHAREHOLDER PROPOSALS
The Trust is organized as a Massachusetts business trust. The Trust does not
hold annual meetings. Since the Trust does not hold regular meetings of
shareholders of the Fund, the anticipated date of the next shareholder meeting
cannot be provided. The Trust's Declaration of Trust and Bylaws provide that
special meetings of shareholders shall be called by the Trustees upon the
written request of shareholders owning at least twenty percent of the
outstanding Shares entitled to vote. Shareholders wishing to submit proposals
for inclusion in a proxy statement for a subsequent shareholder meeting should
send their written proposals to the Secretary of the Trust, c/o Lindner Asset
Management, Inc., 520 Lake Cook Road, Suite 381, Suite 700, Deerfield, IL 60015,
so that it is received at least 120 days before the date of the special meeting.
Mere submission of a shareholder proposal does not guarantee inclusion of the
proposal in the proxy statement or presentation of the proposal at the meeting
since such inclusion and presentation are subject to compliance with certain
federal regulations.
The Board of Trustees does not know of any matters to be presented at the
Meeting other than those set forth in this Proxy Statement.
Dated: December 24, 2003
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EXHIBIT A
SHAREHOLDERS OF THE FUND OWNING 5% OR MORE OF THE FUND'S OUTSTANDING SHARES AND
SHARES OWNED BY ALL TRUSTEES AND OFFICERS OF THE FUND AS A GROUP
SHARES OWNED
NAME AND ADDRESS NUMBER PERCENT
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Lindner Growth and Income Fund ...............................15,095,485.610 33.1%
c/o US Bancorp Fund Services LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Lindner Large-Cap Growth Fund.................................14,651,860.700 32.1%
c/o US Bancorp Fund Services LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Lindner Small-Cap Growth Fund .................................1,364,336.750 3.0%
c/o US Bancorp Fund Services LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Lindner Market Neutral Fund ...................................1,393,299.000 3.1%
c/o US Bancorp Fund Services LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Lindner Communications Fund .....................................706,739.130 1.6%
c/o US Bancorp Fund Services LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
All Trustees and officers of the Fund,
as a group (4 in number)................................. 1,214,554.900 2.7%
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EXHIBIT B
PLAN OF LIQUIDATION FOR THE LINDNER GOVERNMENT MONEY MARKET FUND
The Plan of Liquidation for the Lindner Government Money Market Fund
shall be as follows:
1. Promptly following receipt of the requisite approval of the
liquidation and termination of Lindner Government Money Market Fund by
its shareholders, the Adviser shall proceed to liquidate all of the
portfolio securities of such Fund and shall invest the proceeds from
such liquidations in short-term money market instruments until all
portfolio assets have been liquidated.
2. At the close of business on the day of the special meeting of
shareholders convened to approve the liquidation and termination of the
Lindner Government Money Market Fund, and provided that the requisite
approval of shareholders of such Fund is received, all further
redemptions of shares of Lindner Government Money Market Fund shall
cease, and the only further redemption shall occur at the time of final
payout of cash to the shareholders of such Fund at the time of complete
liquidation.
3. After providing for the payment of all expenses and liabilities of
the Lindner Government Money Market Fund, the remaining assets of such
Fund shall be distributed to its shareholders on a pro rata basis in
proportion to their relative ownership interests in that Fund, in
complete liquidation of their share interests in such Fund, and all
previously outstanding share interests in such Fund shall thereupon be
deemed to be canceled and retired.
4. The officers of the Trust are authorized and directed to file all
certificates, notices and documents with federal and state authorities
as shall be necessary to effectuate the complete liquidation and
termination of Lindner Government Money Market Fund.
5. The Board of Trustees may authorize such variations from, or
amendments to, this Plan of Liquidation as may be necessary or
appropriate to effect the complete liquidation and termination of the
Lindner Government Money Market Fund in accordance with the purposes to
be accomplished by this Plan.
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[PROXY CARD]
VOTE THIS PROXY CARD TODAY!
LINDNER GOVERNMENT MONEY MARKET FUND
This proxy is solicited by the Board of Trustees of Lindner Investments (the
"Trust") for use at a Special Meeting of Shareholders of the Lindner Government
Money Market Fund to be held on January 16, 2004, at 9:00 a.m., Central Time, at
520 Lake Cook Road, Suite 381, Deerfield, Illinois 60015.
The undersigned hereby appoints Doug T. Valassis and Robert L. Miller, and each
of them, attorney and proxy for the undersigned, each with the power of
substitution and resubstitution, to attend, vote and act for the undersigned at
the Special Meeting of Shareholders of Lindner Government Money Market Fund, and
at any adjournments thereof, casting votes of the Fund which the undersigned may
be entitled to vote, with all the powers which the undersigned would possess if
personally present, as follows:
FOR AGAINST ABSTAIN
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1. To approve the liquidation of the Fund. [ ] [ ] [ ]
2. To transact such other business as may properly come before
the Special Meeting or any adjournment thereof [ ] [ ] [ ]
The undersigned hereby revokes any prior proxy to vote at such Special Meeting,
and hereby ratifies and confirms all that such attorneys and proxies, or each of
them, may lawfully do by virtue hereof. The undersigned hereby acknowledges
receipt of the Notice of Special Meeting of Shareholders and the Proxy Statement
dated December 24, 2003. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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Signature(s), (Title(s), if applicable)
DATE:
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Please sign above exactly as name(s) appear(s) hereon. Corporate or partnership
proxies should be signed in full corporate or partnership name by an authorized
officer. Each joint owner should sign personally. When signing as a fiduciary,
please give full title as such. Please return this proxy card promptly in the
enclosed postage-paid envelope. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY
WILL BE VOTED IN FAVOR OF PROPOSALS 1 AND 2.
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