SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Fortis Securities, Inc.
----------------------------------------------------
(Name of Registrant as Specified in its Charter)
[INSERT NAME]
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] None required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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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[ ] 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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(4) Date Filed:
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[Fortis letterhead]
November 5, 1996
Re: Fortis Securities, Inc. Annual Shareholders' Meeting
Dear Shareholder:
You are cordially invited to the annual meeting of shareholder of Fortis
Securities, Inc. that will take place on Thursday, December 5, 1996 at the
offices of Fortis Advisers, Inc., 500 Bielenberg Drive, Woodbury, Minnesota.
PLEASE NOTE THAT THIS IS A NEW LOCATION FOR THE MEETING AND THAT THE MEETING
WILL BEGIN AT 11:00 A.M.
The only items on the agenda are the annual matters of electing the Fund's
Directors and selecting its independent accountants. Please review the enclosed
proxy materials and return you completed proxy as promptly as possible.
Sincerely,
/s/ Dean C. Kopperud
President
FORTIS SECURITIES, INC.
500 Bielenberg Drive, Woodbury, Minnesota 55125
Mailing Address: P.O. Box 64284, St. Paul, Minnesota 55164
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
TO BE HELD ON DECEMBER 5, 1996
The annual meeting of the shareholders of Fortis Securities, Inc. (the
"Company") will be held at the offices of Fortis Advisers, Inc. ("Advisers"),
500 Bielenberg Drive, Woodbury, Minnesota, on Thursday, December 5, 1996, at
11:00 a.m. for the following purposes:
1. To set the number of directors at eleven and to elect a Board of
Directors.
2. To ratify the selection by the Board of Directors of the Company of
KPMG Peat Marwick LLP as independent public accountants for the Company
for the fiscal year ending July 31, 1997.
3. To transact such other business as may properly come before the
meeting.
Shareholders of record on October 22, 1996, are the only persons entitled
to notice of and to vote at the meeting.
Your attention is directed to the attached Proxy Statement. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, SIGN, DATE, AND MAIL
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE COMPANY ANY
FURTHER SOLICITATION EXPENSE. There is enclosed with the proxy an addressed
envelope for which no postage is required.
Michael J. Radmer
Secretary
Dated: November 5, 1996
PROXY STATEMENT
FORTIS SECURITIES, INC.
500 Bielenberg Drive, Woodbury, Minnesota 55125
Mailing Address: P.O. Box 64284, St. Paul, Minnesota 55164
ANNUAL MEETING OF THE SHAREHOLDERS--DECEMBER 5, 1996
The enclosed proxy is solicited by the Board of Directors of Fortis
Securities, Inc. (the "Company") in connection with the annual meeting of
shareholders of the Company to be held December 5, 1996, and at any adjournment
thereof. The costs of solicitation, including the cost of preparing and mailing
the Notice of Annual Shareholders' Meeting and this Proxy Statement, will be
paid by the Company, and such mailing will take place on approximately November
5, 1996. Representatives of Fortis Advisers, Inc. ("Advisers"), the investment
adviser and manager of the Company, without cost to the Company, may solicit
proxies for the management of the Company by means of mail, telephone, or
personal calls. The address of Advisers is that of the Company as provided
above.
A proxy may be revoked before the meeting by giving written notice, in
person or by mail, of revocation to the Secretary of the Company 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 Directors. 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. With regard to the election of
directors, votes may be cast in favor or withheld; votes that are withheld will
be excluded entirely from the vote and will have no effect. Abstentions may be
specified for Proposal 2 and will be counted as present for purposes of
determining whether a quorum of shares is present at the meeting with respect to
that item, but will be counted as a vote against that item. Under the rules of
the New York Stock Exchange, Proposals 1 and 2 are considered discretionary,
which means that brokers are authorized to vote on such proposals on behalf of
their customers with or without specific voting instructions. So far as the
Board of Directors is aware, no matters other than those described in this Proxy
Statement will be acted upon at the meeting. Should any other matters properly
come before the meeting, it is the intention of the persons named as proxies in
the enclosed proxy to vote upon them according to their best judgment.
Only shareholders of record on October 22, 1996, may vote at the meeting or
any adjournment thereof. As of that date there were issued and outstanding
12,618,289 common shares, $.01 par value, the only class of securities of the
Company. Each shareholder is entitled to one vote for each share held.
If a quorum is not present at a meeting, or if a quorum is present but
sufficient votes to approve any of the proposals are not received, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies. In determining whether to adjourn the meeting,
the following factors may be considered: the nature of the proposals that are
the subject of
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the meeting, the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation, and the information
to be provided to shareholders with respect to the reasons for the solicitation.
Any adjournment will require the affirmative vote of a majority of those shares
represented at the meeting in person or by proxy.
A copy of the Company's most recent annual report is available to
shareholders upon request. If you would like to receive a copy, please contact
the Company at P.O. Box 64284, St. Paul, Minnesota 55164 or call 1-800-800-2638,
extension 4579, and a copy will be sent, without charge, by first class mail
within three business days of your request.
SHARE OWNERSHIP
As of October 11, 1996, all directors and officers as a group owned less
than 1% of the outstanding shares of the Company. No person or entity as of
October 11, 1996, to the knowledge of management, owned beneficially more than
5% of the outstanding shares of the Company.
The following table sets forth, as of October 11, 1996, shares of the
Company owned beneficially by, and certain other share ownership information
with respect to, directors of the Company and all officers and directors as a
group.
NUMBER OF COMPANY SHARES OWNED OF
BENEFICIAL OWNER SHARES BENEFICIALLY OWNED OTHER FORTIS FUNDS*
- --------------------------------------------------------------------------------------
Richard W. Cutting -0- 1,421
Allen R. Freedman -0- 20,119
Dr. Robert M. Gavin -0- 34,175
Benjamin S. Jaffray 400 1,117
Jean L. King 100 8,249
Dean C. Kopperud -0- 6,759
Edward M. Mahoney -0- 89,989
Robb L. Prince 399 77,612
Leonard J. Santow 2,776 330,928
Noel S. Shadko -0- -0-
Joseph M. Wikler -0- 111,105
All officers and 3,675 982,046
directors as a group
__________
* "Other Fortis Funds" currently consists of nine open-end investment
companies managed by the Adviser. The open-end investment companies are
Fortis Advantage Portfolios, Inc.; Fortis Equity Portfolios, Inc.; Fortis
Fiduciary Fund, Inc.; Fortis Growth Fund, Inc.; Fortis Income Portfolios,
Inc.; Fortis Money Portfolios, Inc.; Fortis Series Fund, Inc.; Fortis Tax-
Free Portfolios, Inc.; and Fortis Worldwide Portfolios, Inc.
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PROPOSAL ONE
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the shareholders of the Company have
the power to set the number of directors. The Company's management recommends
that the number of directors to be elected at the annual meeting be set at
eleven. Unless otherwise instructed, the proxies will vote in favor of a
resolution to set the number of directors at eleven.
It is intended that the enclosed proxy will be voted for the election of
the eleven persons named below as directors unless such authority has been
withheld in the proxy. The term of office of persons elected will be until the
next annual meeting of the shareholders or until their successors are elected
and shall qualify. Pertinent information for each nominee for the past five
years is set forth below.
NAME, AGE AND PRINCIPAL OCCUPATION DIRECTORSHIPS OF OTHER
TERM OF OFFICE AND AFFILIATIONS REPORTING COMPANIES (1)
- --------------------------------------------------------------------------------
Richard W. Cutting Certified public Other Fortis Funds
Age 65, Director since accountant and financial
1993 (2) consultant.
Allen R. Freedman* Chairman and Chief Other Fortis Funds;
Age 56, Director since 1987 Executive Officer of Systems and Computer
Fortis, Inc.; Managing Technology Corporation;
Director of Fortis Genesis Health
International, N.V. Ventures, Inc.
Dr. Robert M. Gavin Interim President, Other Fortis Funds
Age 56, Director since Haverford College; prior
1986 (3) to July 1996, President,
Macalester College.
Benjamin S. Jaffray Chairman of The Other Fortis Funds
Age 66, Director since Sheffield Group, Ltd., a
1984 (3) financial consulting
group.
Jean L. King President, Communi-King, Other Fortis Funds
Age 52, Director since a communications
1984 (2) consulting firm.
-3-
NAME, AGE AND PRINCIPAL OCCUPATION DIRECTORSHIPS OF OTHER
TERM OF OFFICE AND AFFILIATIONS REPORTING COMPANIES (1)
- --------------------------------------------------------------------------------
Dean C. Kopperud* Chief Executive Officer Other Fortis Funds
Age 44, Director since and Director of
1995 (3) Advisers; President and
Director of Fortis
Investors, Inc.
("Investors"), the
underwriter of shares of
open-end mutual funds
affiliated with the
Company, and Senior Vice
President and Director
of Fortis Benefits
Insurance Company and
Time Insurance Company.
Edward M. Mahoney Retired; prior to Other Fortis Funds;
Age 66, Director since December 1994, Chairman, Analysts International
1979 (3) Chief Executive Officer Corporation
and Director of Advisers
and of Investors.
Robb L. Prince Retired; prior to June Other Fortis Funds;
Age 55, Director since 1995, Vice President and Analysts International
1982 (3) Treasurer, Jostens, Corporation
Inc., which manufactures
and sells class rings,
yearbooks, and other
products and services
for youth, education,
sports award, and
recognition markets.
Leonard J. Santow Principal, Griggs & Other Fortis Funds
Age 60, Director since Santow Incorporated,
1972 (4) economic and financial
consultants.
Noel S. Shadko Marketing consultant; Other Fortis Funds
Age 42, Director since prior to May 1996,
September 1996 Senior Vice President of
Marketing and Strategic
Planning of Rollerblade,
Inc.
Joseph M. Wikler Investment consultant Other Fortis Funds
Age 55, Director since and private investor;
1994 (2) prior to January 1994,
Director of Research,
Chief Investment
Officer, principal and
Director of The
Rothschild Co., an
investment adviser.
- -------------------------
* Denotes directors who are interested persons, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), of the Company and
Advisers. Mr. Kopperud is an "interested person" of Advisers and the
Company primarily because he holds certain positions, including serving as
Chief Executive Officer and a director of Advisers. Mr. Freedman is an
"interested person" of Advisers and the Company primarily because he holds
certain positions, including serving as Chairman and Chief Executive
Officer of Fortis, Inc., the parent company of
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Advisers, and as a Managing Director of Fortis International, N.V., the
parent company of Fortis, Inc.
(1) "Reporting Companies" means companies with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to
the requirements of Section 15(d) of such act and any company registered as
an investment company under the 1940 Act.
(2) Member of the Audit Committee of the Board of Directors.
(3) Member of the Executive Committee of the Board of Directors.
(4) Member of the Investment Consulting Committee of the Board of Directors.
All of the above nominees, except Ms. Shadko, were elected directors by the
shareholders at their last annual meeting and are currently serving as directors
of the Company. Ms. Shadko was elected by the Board of Directors to fill a
newly created vacancy and has served as a director of the Company since
September 19, 1996.
The Company has an Audit Committee of the Board of Directors whose members
are selected annually by the full Board of Directors. None of the members of
the Audit Committee are "interested persons" as defined by the 1940 Act. The
Audit Committee met two times during the fiscal year ended July 31, 1996. The
Company does not have a standing compensation committee or a standing nominating
committee of the Board of Directors.
The functions performed by the Audit Committee are to recommend annually to
the Board a firm of independent certified public accountants to audit the books
and records of the Company for the ensuing year; to monitor that firm's
performance; to review with the firm the scope and results of each audit and
determine the need, if any, to extend audit procedures; to confer with the firm
and representatives of the Company on matters concerning the Company's financial
statements and reports, including the appropriateness of its accounting
practices and of its financial controls and procedures; to evaluate the
independence of the firm; to review procedures to safeguard portfolio
securities; to review the purchase by the Company from the firm of nonaudit
services; to review all fees paid to the firm; and to facilitate communications
between the firm and the Company's officers and directors.
During the Company's fiscal year ended July 31, 1996, there were four
meetings of the Board of Directors. No director attended fewer than 75% of the
aggregate of the number of meetings of the Board of Directors and the number of
meetings held by all committees of the Board on which such director served.
The following table sets forth the compensation received by each director
from the Company during the fiscal year ended July 31, 1996, as well as the
total compensation received by each director from the Company and all other
investment companies managed by Advisers (the "Fund Complex") during the
calendar year ended December 31, 1995. Neither Mr. Freedman, who is an officer
of the parent company of Advisers, nor Mr. Kopperud, who is an officer of
Advisers and Investors, received any such compensation and they are not included
in the table. No executive officer of the Company received any such
compensation and they are not included in the table.
-5-
COMPENSATION
FROM THE TOTAL COMPENSATION
DIRECTOR COMPANY FROM FUND COMPLEX *
- -------- ------------ -------------------
Richard W. Cutting $2,000 $30,700
Dr. Robert M. Gavin $1,900 $30,800
Benjamin S. Jaffray $2,000 $30,800
Jean L. King $2,000 $30,700
Edward M. Mahoney $2,000 $30,800
Robb L. Prince $2,000 $30,800
Leonard J. Santow $1,840 $29,600
Joseph M. Wikler $2,000 $30,700
- ---------------
* Includes aggregate compensation paid by the Company and the nine Other Fortis Funds.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS SET THE NUMBER OF
DIRECTORS AT ELEVEN AND VOTE IN FAVOR OF THE FOREGOING NOMINEES TO SERVE AS
DIRECTORS OF THE COMPANY. The vote of a majority of the shares represented at
the meeting, provided at least a quorum (more than 50% of the outstanding
shares) is represented in person or by proxy, is sufficient for the election of
the above nominees. Unless otherwise instructed, the proxies will vote for the
above eleven nominees. All of the nominees listed above have consented to serve
as directors if elected. In the event any of the above nominees are not
candidates for election at the meeting, the proxies may vote for such other
persons as management may designate. Nothing currently indicates that such a
situation will arise.
PROPOSAL TWO
RATIFICATION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent public accountants selected by a
majority of the directors of the investment company who are not interested
persons of the investment company or of its investment adviser. The 1940 Act
provides that the selection be submitted for ratification or rejection by the
shareholders.
On September 19, 1996, upon the recommendation of the Company's Audit
Committee, the Company's Board of Directors, including a majority of the
directors who are not interested persons of Advisers or the Company, selected
KPMG Peat Marwick LLP to be the Company's independent public accountants for the
fiscal year ending July 31, 1997. KPMG Peat Marwick LLP has served as the
independent public accountants of the Company since the fiscal year ended July
31, 1989. KPMG Peat Marwick LLP also serves as independent public accountants
for the Other Fortis Funds.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
meeting. Such representatives will be given the opportunity to make a statement
to the shareholders if they desire to do so and are expected to be available to
respond to any questions which may be raised at the meeting.
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THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
RATIFICATION OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE COMPANY. The affirmative vote of a majority of the shares represented at
the meeting, provided at least a quorum (more than 50% of the outstanding
shares) is represented in person or by proxy, is sufficient for the ratification
of the selection of the independent public accountants. Unless otherwise
instructed, the proxies will vote for the ratification of the selection of KPMG
Peat Marwick LLP as the Company's independent public accountants.
EXECUTIVE OFFICERS OF THE COMPANY
Certain information about the executive officers of the Company is set
forth below. Unless otherwise indicated, all positions have been held more than
five years.
POSITION AND TERM OF OFFICE BUSINESS EXPERIENCE DURING
NAME AND (AGE) WITH THE COMPANY PAST FIVE YEARS
- -------------- --------------------------- --------------------------
Dean C. Kopperud (44) President since 1995. See biographical information in
Proposal One.
Gary N. Yalen (54) Vice President since 1995. President and Chief Investment Officer of
Advisers (since 1995) and of Fortis Asset
Management, a division of Fortis, Inc.,
New York, NY and Senior Vice President,
Investments, of Fortis, Inc.
Howard G. Hudson (59) Vice President since 1995. Executive Vice President of Advisers (since
1995) and Senior Vice President, Fixed
Income, of Fortis Asset Management.
Stephen M. Poling (65) Vice President since 1983. Executive Vice President and Director of
Advisers and of Investors.
Fred Obser (58) Vice President since 1995. Senior Vice President of Advisers (since
1995) and Senior Vice President, Equities,
of Fortis Asset management.
Dennis M. Ott (50) Vice President since 1985. Senior Vice President of Advisers and of
Investors.
James S. Byrd (45) Vice President since 1991. Vice President of Advisers and of Investors.
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POSITION AND TERM OF OFFICE BUSINESS EXPERIENCE DURING
NAME AND (AGE) WITH THE COMPANY PAST FIVE YEARS
- ----------------------- --------------------------- -------------------------------------------
Nicholas L.M. Vice President since 1995. Vice President of Advisers (since 1995) and
de Peyster (30) Vice President, Equities, of Fortis Asset
Management.
Charles J. Dudley (37) Vice President since 1995. Vice President of Advisers and of Fortis-
Asset Management; prior to 1995, Senior
Vice President, Sun America Asset
Management, Los Angeles, CA.
Maroun M. Hayek (48) Vice President since 1995. Vice President of Advisers (since 1995) and
Vice President, Fixed Income, of Fortis
Asset Management.
Robert C. Lindberg (43) Vice President since 1993. Vice President of Advisers and of Investors;
prior to 1993, Vice President, Portfolio
Manager and Chief Securities Trader,
COMERICA, Inc., Detroit, MI.
Kevin J. Michels (45) Vice President since 1995. Vice President of Advisers (since 1995) and
Vice President, Administration, of Fortis
Asset Management.
Stephen M. Rickert (53) Vice President since 1995. Vice President of Advisers (since 1995) and
Corporate Bond Analyst (since 1994) of
Fortis Asset Management; from August 1993
to April 1994, Corporate Bond Analyst,
Dillon, Read & Co., Inc., New York, NY
and prior to June 1992, Corporate Bond
Analyst, Western Asset Management, Los
Angeles, CA.
Keith R. Thomson (59) Vice President since 1993. Vice President of Advisers and of Investors.
Christopher J. Woods (36) Vice President since 1995. Vice President of Advisers (since 1995) and
Vice President, Fixed Income, of Fortis
Asset Management (since 1992); prior to
November 1992, Head of Fixed Income, The
Police and Firemen's Disability and
Pension Fund of Ohio, Columbus, OH.
-8-
POSITION AND TERM OF OFFICE BUSINESS EXPERIENCE DURING
NAME AND (AGE) WITH THE COMPANY PAST FIVE YEARS
- ------------------------ -------------------------- --------------------------------------------
Robert W. Beltz, Jr. (47) Vice President since 1993. Vice President--Mutual Fund Operations
of Advisers and of Investors.
Thomas D. Gualdoni (48) Vice President since 1984. Vice President of Advisers, Investors and of
Fortis Benefits Insurance Company.
Jon H. Nicholson (46) Vice President since 1994. Senior Vice President--Marketing and
Product Development of Fortis Benefits
Insurance Company.
Christopher J. Pagano (33) Vice President since 1996. Vice President of Advisers; prior to March
1996, government strategist for Merrill
Lynch, New York, NY.
David A. Peterson (54) Vice President since 1991. Vice President and Assistant General
Counsel of Fortis Benefits
Insurance Company.
Richard P. Roche (44) Vice President since 1995. Vice President of Advisers and of Investors;
prior to 1995, President of Prospecting By
Seminars, Inc., Guttenberg, NJ.
Rhonda J. Schwartz (39) Vice President since 1996. Since January 1996, Senior Vice President
and General Counsel of Advisers and of
Investors, Senior Vice President and
General Counsel, Life and Investment
Products, of Fortis Benefits Insurance
Company and Vice President and General
Counsel, Life and Investment Products, of
Time Insurance Company; from 1993 to
January 1996, Vice President and General
Counsel of Fortis, Inc.; prior to 1993,
Attorney, Norris, McLaughlin & Marcus,
Washington, D.C.
Michael J. Radmer (51) Secretary since 1978. Partner, Dorsey & Whitney LLP, the
Company's General Counsel.
Tamara L. Fagely (38) Treasurer since 1993. Second Vice President of Advisers and of Investors.
-9-
OTHER MATTERS
Management does not intend to present any business to the meeting not
mentioned in this Proxy Statement and currently knows of no other business to be
presented. If any other matters are brought before the meeting, the persons
named as proxies will vote on such matters in accordance with their judgment of
the best interests of the Company.
Based on the Company records and other information, the Company believes
that all SEC filing requirements applicable to its directors and officers,
Advisers and companies affiliated Advisers pursuant to Section 16(a) of the
Securities Exchange Act of 1934, with respect to the Company's fiscal year
ending July 31, 1996, were satisfied.
SHAREHOLDER PROPOSALS
Proposals of Company shareholders intended to be presented at the 1997
annual shareholders' meeting must be received at the Company's offices by July
10, 1997, in order to be considered for inclusion in the Company's proxy
statement and form of proxy for the 1997 annual meeting.
Dated: November 5, 1996 Michael J. Radmer, Secretary
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NOTICE OF
ANNUAL
SHAREHOLDERS'
MEETING
TO BE HELD
DECEMBER 5, 1996
AND PROXY STATEMENT
FORTIS SECURITIES, INC.
[ARTWORK APPEARS HERE]
Receipt of Notice of Annual Shareholders' Meeting and Proxy Statement is FORTIS SECURITIES, INC.
acknowledged by your execution of this proxy. Mark, sign, date,
and return this proxy in the addressed envelope-no postage required. Please PROXY FOR ANNUAL SHAREHOLDERS' MEETING
mail promptly to save the Company further TO BE HELD DECEMBER 5, 1996
solicitation expenses.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
FORTIS SECURITIES, INC. DIRECTORS
PROXY SERVICE
POST OFFICE BOX 9148
FARMINGDALE, NY 11735-9855
The undersigned appoints Michael J. Radmer, Scott R. Plummer,
Tamara L. Fagely and Robert W. Beltz, Jr. and each of them with power to act
without the other and with the right of substitution in each, the proxies of
the undersigned to vote all shares of Fortis Securities, Inc. (the "Company")
held by the undersigned on October 22, 1996, at the annual Shareholders'
Meeting of the Company, to be held at the offices of Fortis Advisers, Inc.
("Advisers"), 500 Bielenberg Drive, Woodbury, Minnesota, on Thursday, December
5, 1996, at 11:00 a.m. and at any adjournment thereof, with all powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH
BELOW. IT IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED
"FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN
THE BEST INTERESTS OF THE COMPANY.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X] KEEP THIS PORTION FOR YOUR RECORDS.
- ------------------------------------------------------------------------------------------------------------------------------------
FORTIS SECURITIES, INC. DETATCH AND RETURN THIS PORTION ONLY.
VOTE ON DIRECTORS 1. TO ELECT DIRECTORS, THE NOMINEES ARE: 01) R.W. Cutting, 02) A.R. FREEDMAN, 03) R.M.
GAVIN, 04) B.S. JAFFRAY, 05) J.L. KING, 06) D.C. KOPPERUD, 07) E.M. MAHONEY, 08) R.L.
PRINCE, 09) L.J. SANTOW, 10) N.S. SHADKO, 11) J.M. WIKLER, TO WITHHOLD AURTHORITY TO
FOR OR WITH- OR FOR VOTE FOR ANY INDIVIDUAL NOMINEE(S) WRITE THAT NOMINEE(S) NUMBER ON THE LINE PROVIDED
ALL HOLD ALL BELOW.
ALL EXCEPT
[ ] [ ] [ ]
FOR AGAINST ABSTAIN
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[ ] [ ] [ ] 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT
FOR AGAINST ABSTAIN PUBLIC ACCOUNTANTS FOR THE COMPANY.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR
POSTPONMENTS THEREOF.
------------------------------------------ ------------------------------------------ ----------------------------
(Please sign name(s) exactly as registered) (If there are co-owners, both should sign) (Date)