continued from prior post:
10
conference. Effective April 6, 1990, an Investment Committee was formed to
approve all stock transactions recommended by the Investment Advisor. The
Investment Committee members were Philip J. Halseide, John C. Power and Stephen
G. Calendrella through 2/28/92. From March 1, 1992, to March 1996, the
Investment Committee members were Philip J. Halseide and A. Leonard Nacht. Randy
Butchard was also on the investment committee from March 1992 until he resigned
from the board on September 2, 1994. From March, 1996 until June 30, 1997 the
Investment Committee members consisted of John R. Overturf, Jr., Alan Williams
and A. Leonard Nacht. Allan Williams resigned from the Board on June 30, 1997.
Since July 1, 1997 the Investment Committee members are John R. Overturf, Jr.,
A. Leonard Nacht, Brian Power and Jeffery J. Kormas. There are no standing
audit, compensation or nominating committees of the Board.
(b) Investment Advisors: The Board of Directors of Combined Penny Stock
Fund, Inc. acts as the investment advisors. See Item 9.1 for description of
Directors. Compensation is paid on a monthly basis as a monthly salary to the
President of the Company - See Item 18.
(c) Portfolio Management: John R. Overturf, Jr., President/Combined Penny
Stock Fund, Inc. (d) Administrators: None.
(e) Custodian, Transfer Agent and Dividend Paying Agent: American
Securities Transfer, Inc. ("AST") 938 Quail Street, Suite 101, Lakewood, CO
80215-5513, is the registrar and transfer and dividend disbursement agent for
the Fund. The Fund's Transfer Agent Agreement will continue in force until
terminated by the Board of Directors or the Transfer Agent upon sixty days
written notice. It is the policy of the Board to review annually the Transfer
Agent Agreement.
(f) Expenses: The Fund is responsible for the general administrative and
operating expenses of the Fund. All expenses are paid from the Net Assets of the
Fund on a monthly basis. (g) Affiliated Brokerage: None
Item 10. CAPITAL STOCK, LONG-TERM DEBT, AND OTHER SECURITIES
The following statements are subject to the provisions of the Fund's Articles of
Incorporation and By-laws, copies of which are filed as exhibits to the Fund's
Registration Statement and are incorporated herein by reference.
The Fund's authorized capital stock consists of 100,000,000 shares of the common
stock, par value $.001 per share. The outstanding shares of the common stock are
fully paid and nonassessable. Holders of record of the common stock are entitled
to such dividends as may be declared by the Board of Directors out of legally
available funds and are entitled to receive a pro rata share of all assets of
the Fund remaining after payment of all debts and satisfaction of all
liabilities upon liquidation. Holders of the common stock do not have preemptive
rights to subscribe for or purchase any stock, warrants or other securities of
the Fund, and are not subject to redemption provisions associated with the
common stock. No restrictions exist on the repurchase or the redemption of the
common stock except as may be imposed by Colorado law.
The holders of the common stock are entitled to one vote for each share held,
either in person or by proxy, on all matters submitted to a vote of shareholders
of the Fund. The affirmative vote of the holders of the majority of the common
stock present and entitled to vote at any properly called meeting of the Fund's
shareholders at which a quorum is present may approve any resolution or other
action submitted for shareholder vote, with the exception of mergers,
consolidations, liquidations or amendments to the Articles of Incorporation,
which requires the affirmative vote of the holders of 66 2/3 of the common stock
present. A quorum consists of a majority of the outstanding shares of the common
stock entitled to vote. 11
When electing directors, the voting rights of the holders of the common stock
are non-cumulative. As a result, the holders of more than 50% of the shares of
the common stock outstanding are able to elect all of the directors if they so
choose.
The following table summarizes certain information concerning the Fund's common
stock as of September 30, 1998:
Amount Held Amount Outstanding
Amount By Registrant or Exclusive of Amount
Title of Class Authorized for its Account Shown Under Col. 3
- ----- -- ----- ---------- --- --- ------- ------------------
Common Stock 100,000,000 -0- 54,561,000
Item 11. DEFAULTS AND ARREARS ON SENIOR SECURITIES Not applicable.
Item 12. LEGAL PROCEEDINGS None.
Item 13. TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL
INFORMATION
Item No. Page No.
14. Cover Page 13
15. Table of Contents 13
16. General Information and History 13
17. Investment Objective and Policies (See Item #8.2) 14
18. Management (Also See Item #9) 14
19. Control Persons and Principal Holders of Securities 16
20. Investment Advising and Other Securities 17
21. Brokerage Allocation and Other Practices 19
22. Tax Status 20
23. Financial Statements 20
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