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 | 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (181K)
Doc #1210925: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among:
COMVEST INVESTMENT PARTNERS II LLC,
a Delaware limited liability company,
CAT ACQUISITION CORP.,
a Delaware corporation,
and
CATALYST INTERNATIONAL, INC.,
a Delaware corporation.
___________________________
Dated as of June 28, 2004
___________________________
Table of Contents
1.
Description of Transaction
1
1.1
Merger of Merger Sub into the Company
1
1.2
Closing; Effective Time
2
1.3
Certificate of Incorporation and Bylaws; Directors and Officers
2
1.4
Effect on Capital Stock
3
1.5
Company Stock Options
3
1.6
Closing of the Company�s . . .
1210925
|
Hasbro
As referenced in this Agreement and Plan of Merger:
Hasbro, Inc – in excess of $1,250,000; provided, however, that such threshold will be increased on a dollar-for-dollar basis to the extent that the Company makes any payments to Hasbro, Inc . under the judgment that Hasbro, Inc has received against the Company as disclosed in Part 2.15 of the Company Disclosure Schedule.
6.9
Payment of Expenses. The Company
_____________
Hasbro, Inc – provided, however, that such threshold will be increased on a dollar-for-dollar basis to the extent that the Company makes any payments to Hasbro, Inc. under the judgment that Hasbro, Inc has received against the Company as disclosed in Part 2.15 of the Company Disclosure Schedule.
6.9
Payment of Expenses. The Company shall pay, or shall have sufficient
_____________
dt 1716776
;
Catalyst
As referenced in this Agreement and Plan of Merger:
CATALYST INTERNATIONAL, INC. – exh21.htm
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
by and among:
COMVEST INVESTMENT PARTNERS II LLC,
a Delaware limited liability company,
CAT ACQUISITION CORP.,
a Delaware corporation,
and
CATALYST INTERNATIONAL, INC. ,
a Delaware corporation.
___________________________
Dated as of June 28, 2004
___________________________
Table of Contents
1.
Description of Transaction
1
1.1
Merger of Merger Sub into the Company
1
_____________
Catalyst International, Inc. – by and among ComVest Investment Partners II LLC, a Delaware limited liability company (?Parent?), CAT Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (?Merger Sub?), and Catalyst International, Inc. , a Delaware corporation (the ?Company?). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
Recitals
A.
The respective Boards of Directors of Parent, Merger Sub
_____________
Catalyst International, Inc. – LLP
200 Park Avenue
New York, New York 10166
Attn:
Alan I. Annex and Kenneth A. Gerasimovich
Phone:
(212) 801-9200
Facsimile No.:
(212) 801-6400
if to the Company:
Catalyst International, Inc.
8989 North Deerwood Drive
Milwaukee, WI 53223
Attn:
President
Phone:
(414) 362-6800
Facsimile No:
(414) 362-6794
with a copy to (which copy shall not constitute notice):
Godfrey &
_____________
CATALYST INTERNATIONAL, INC. – the date first set forth above.
PARENT:
COMVEST INVESTMENT PARTNERS II LLC
By: Carl G. Kleidman
Its: Partner
MERGER SUB:
CAT ACQUISITION CORP.
By: Carl G. Kleidman
Its:
THE COMPANY:
CATALYST INTERNATIONAL, INC.
By: James B. Treleaven
Its: President and Chief Executive Officer
Exhibit A
CERTAIN DEFINITIONS
For purposes of the Agreement (including this Exhibit A):
2003 Annual Report. ?2003 Annual Report
_____________
dt 1744375
;
|
 CIBC World
As referenced in this Agreement and Plan of Merger:
CIBC World Markets Corp. – by the shareholders of the Company, (iii) directed that this Agreement and the Merger be submitted for a vote at the Company Shareholders Meeting and (iv) received the opinion of CIBC World Markets Corp. to the effect that, as of the date of this Agreement, the Merger Consideration is fair, from a financial point of view, to holders of Company Common Stock (other
_____________
CIBC World Markets Corp. – Company or the Company Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.
2.23
Brokers or Finders. Except for the engagement of CIBC World Markets Corp. by the Company, no agent, broker, investment banker, financial advisor or other firm or Person is or will be entitled to any brokers or finders fee or any other
_____________
dt 1704485
|
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| 2004 |
L E a S E
L E a S E (29K)
Doc #862781: Click preview link for longer preview.
L E A S E
THIS INDENTURE AND AGREEMENT OF LEASE, made and entered into this 11th day
of November, 2003.
BY AND BETWEEN: CENTRAL TOY MANUFACTURING INC., a body politic and
corporate, duly incorporated according to law,
having its Head Office and principal place of
business at 2350 rue de la Province, Longueuil,
Quebec, Canada, herein represented by Donald
Bezahler, duly . . .
862781
|
Hasbro
As referenced in this L E a S E:
Hasbro Inc – legal proceedings taken
hereunder, and all notices to the Lessee shall be to this address. In addition,
a copy of all notices sent to the Lessee shall be sent to Hasbro Inc . at 1027
Newport Avenue, Pawtucket, Rhode Island, 02862, to the attention of the General
Counsel.
<Page>
- 5 -
The Lessor elects domicile at 2350, rue de la Province,
_____________
dt 1383726
| |
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| 2007 | |
Hasbro
As referenced in this Annual Information Form:
Hasbro Inc – Sonny Gordon: Mr. Gordon has been Chairman of the Board of Directors of Dundee Corporation (formerly Dundee Bancorp Inc.) since November 2001, prior to which he was Vice-Chairman of Hasbro Inc ., a position he held until May 2002. Mr. Gordon has previously worked as a special assistant to a Minister of the government of Canada, and was a managing partner
_____________
dt 1716779
;
Alliance
As referenced in this Annual Information Form:
Alliance Atlantis Communications Inc – of the government of Canada, and was a managing partner of Stikeman Elliott LLP during his 28-year career as a practicing lawyer. Mr. Gordon serves as a director of Alliance Atlantis Communications Inc ., Dundee Corporation, Madacy Holding Inc., Pethealth Inc. and Transcontinental Limited and is chairman of the Sauv? Scholars Foundation.
Pre-approval Policies and Procedures for Audit Services
In 2003, the
_____________
dt 1722288
;
|
Dorel Industries
As referenced in this Annual Information Form:
DOREL INDUSTRIES INC – Converted by EDGARwiz
EX-1 2 exhibit1aif.htm ANNUAL INFORMATION FORM
Exhibit 1
DOREL INDUSTRIES INC .
ANNUAL INFORMATION FORM
For the fiscal year ended December 30, 2006
March 30, 2007
TABLE OF CONTENTS
CORPORATE STRUCTURE
2
Employees
10
Incorporation of Dorel Industries Inc
2
Product
_____________
Dorel Industries Inc – FORM
Exhibit 1
DOREL INDUSTRIES INC.
ANNUAL INFORMATION FORM
For the fiscal year ended December 30, 2006
March 30, 2007
TABLE OF CONTENTS
CORPORATE STRUCTURE
2
Employees
10
Incorporation of Dorel Industries Inc
2
Product and Brand Development
11
Subsidiaries
2
Concentration of Revenues
11
GENERAL DEVELOPMENT OF THE BUSINESS
2
Credit Risk
11
Major Events in the Development of the Business
_____________
Dorel Industries Inc – 17
Product Development
10
Environmental Protection
10
Unless otherwise indicated, all references to ?dollars? and the symbol ?$? in this annual information form are to Canadian dollars.
CORPORATE STRUCTURE
Incorporation of Dorel Industries Inc .
Dorel Industries Inc. (the ?Company?) was incorporated on March 5, 1962 pursuant to Part I of the Companies Act (Quebec) under the name Dorel Co. Ltd. On May 19,
_____________
Dorel Industries Inc – 10
Environmental Protection
10
Unless otherwise indicated, all references to ?dollars? and the symbol ?$? in this annual information form are to Canadian dollars.
CORPORATE STRUCTURE
Incorporation of Dorel Industries Inc.
Dorel Industries Inc . (the ?Company?) was incorporated on March 5, 1962 pursuant to Part I of the Companies Act (Quebec) under the name Dorel Co. Ltd. On May 19, 1987, the Company
_____________
Dorel Industries Inc – Companies Act (Quebec), at which time certain changes were effected to its share capital, the ?private company? provisions were removed from its Articles and the company name was changed to Dorel Industries Inc ./Les Industries Dorel Inc. On October 26, 1988, the Company amalgamated with its wholly-owned subsidiary, Ridgewood Industries Ltd. On September 20, 1991, the Company filed Articles of Amendment,
_____________
dt 1722972
|
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| 2007 | |
Hasbro
As referenced in this Annual Information Form:
Hasbro Inc – Sonny Gordon: Mr. Gordon has been Chairman of the Board of Directors of Dundee Corporation (formerly Dundee Bancorp Inc.) since November 2001, prior to which he was Vice-Chairman of Hasbro Inc ., a position he held until May 2002. Mr. Gordon has previously worked as a special assistant to a Minister of the government of Canada, and was a managing partner
_____________
dt 1716780
;
Alliance
As referenced in this Annual Information Form:
Alliance Atlantis Communications Inc – of the government of Canada, and was a managing partner of Stikeman Elliott LLP during his 28-year career as a practicing lawyer. Mr. Gordon serves as a director of Alliance Atlantis Communications Inc ., Dundee Corporation, Madacy Holding Inc., Pethealth Inc. and Transcontinental Limited and is chairman of the Sauv? Scholars Foundation.
Pre-approval Policies and Procedures for Audit Services
In 2003, the
_____________
dt 1722289
;
|
Dorel Industries
As referenced in this Annual Information Form:
DOREL INDUSTRIES INC – Converted by EDGARwiz
EX-1 2 exhibit1aif.htm ANNUAL INFORMATION FORM
Exhibit 1
DOREL INDUSTRIES INC .
ANNUAL INFORMATION FORM
For the fiscal year ended December 30, 2006
March 30, 2007
TABLE OF CONTENTS
CORPORATE STRUCTURE
2
Employees
10
Incorporation of Dorel Industries Inc
2
Product
_____________
Dorel Industries Inc – FORM
Exhibit 1
DOREL INDUSTRIES INC.
ANNUAL INFORMATION FORM
For the fiscal year ended December 30, 2006
March 30, 2007
TABLE OF CONTENTS
CORPORATE STRUCTURE
2
Employees
10
Incorporation of Dorel Industries Inc
2
Product and Brand Development
11
Subsidiaries
2
Concentration of Revenues
11
GENERAL DEVELOPMENT OF THE BUSINESS
2
Credit Risk
11
Major Events in the Development of the Business
_____________
Dorel Industries Inc – 17
Product Development
10
Environmental Protection
10
Unless otherwise indicated, all references to ?dollars? and the symbol ?$? in this annual information form are to Canadian dollars.
CORPORATE STRUCTURE
Incorporation of Dorel Industries Inc .
Dorel Industries Inc. (the ?Company?) was incorporated on March 5, 1962 pursuant to Part I of the Companies Act (Quebec) under the name Dorel Co. Ltd. On May 19,
_____________
Dorel Industries Inc – 10
Environmental Protection
10
Unless otherwise indicated, all references to ?dollars? and the symbol ?$? in this annual information form are to Canadian dollars.
CORPORATE STRUCTURE
Incorporation of Dorel Industries Inc.
Dorel Industries Inc . (the ?Company?) was incorporated on March 5, 1962 pursuant to Part I of the Companies Act (Quebec) under the name Dorel Co. Ltd. On May 19, 1987, the Company
_____________
Dorel Industries Inc – Companies Act (Quebec), at which time certain changes were effected to its share capital, the ?private company? provisions were removed from its Articles and the company name was changed to Dorel Industries Inc ./Les Industries Dorel Inc. On October 26, 1988, the Company amalgamated with its wholly-owned subsidiary, Ridgewood Industries Ltd. On September 20, 1991, the Company filed Articles of Amendment,
_____________
dt 1722973
|
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| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (440K)
Doc #1919732: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS
[ADVANTUS(TM) CAPITAL MANAGEMENT LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2003
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . .
1919732
|
Hasbro
As referenced in this Annual Report to Shareholders:
Hasbro, Inc – 25,140
------------
Houseware (.1%)
628 Leggett &Platt, Inc. 13,904
275 Maytag Corporation 6,999
256 Whirlpool Corporation 16,583
------------
37,486
------------
Leisure (.2%)
327 Brunswick Corporation 8,813
628 Hasbro, Inc . 11,838
1,272 International Game Technology 32,372
1,547 Mattel, Inc. 30,058
------------
83,081
------------
Lodging - Hotel (.3%)
371 Harrah's Entertainment, Inc. (b) 16,194
1,
_____________
dt 1383735
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1469448
;
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440248
;
|
AFLAC
As referenced in this Annual Report to Shareholders:
Aflac, Inc – Financial Corporation (b) 10,113
1,740 SLM Corporation 72,140
------------
1,096,736
------------
Insurance (5.0%)
920 ACE, Ltd. (c) 30,351
590 Aetna, Inc. 36,356
1,847 Aflac, Inc . 59,252
396 AMBAC Financial Group, Inc. 26,085
9,559 American International Group 613,687
1,132 AON Corporation 27,225
712 Chubb Corporation 46,138
543 Cigna
_____________
dt 1439498
;
Agrium
As referenced in this Annual Report to Shareholders:
Agrium, – C} {C}
Argosy Gaming Company 50,200 $ 1,164,640 1.9%
Technitrol, Inc. 61,400 1,152,478 1.8%
Wabtec Corporation 76,900 1,135,044 1.8%
Agrium, Inc. 96,500 1,080,800 1.7%
The Reader's Digest Association, Inc. 74,500 967,010 1.5%
Veeco Instruments, Inc. 49,800 938,232 1.5%
_____________
Agrium, – TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
COMMON STOCK (97.0%)
BASIC MATERIALS (11.0%)
Agriculture Products (.4%)
8,800 Bunge, Ltd. $ 263,560
---------------
Chemicals (4.2%)
96,500 Agrium, Inc. (c) 1,080,800
9,600 Ferro Corporation 208,896
29,200 IMC Global, Inc. 213,452
23,000 Methanex Corporation (c) 212,980
9,100 Minerals Technologies,
_____________
dt 1541358
;
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| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (449K)
Doc #1919815: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS [LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2002
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
Advantus now offers e-delivery of prospectuses, annual and semi-annual reports.
To find out more, call Advantus Shareholder Services at (800) 665-6005.
ADVANTUS EQUITY FUNDS
TABLE OF CONTENTS
PERFORMANCE UPDATES
Cornerstone Fund 3
Enterprise Fund 7
Horizon Fund 12
Index 500 Fund 18
Real Estate Securities Fund 22
Venture Fund 27
INVESTMENTS IN SECURITIES
Cornerstone Fund 31
Enterprise Fund 37
Horizon Fund 42
Index 500 Fund 48
Real Estate Securities Fund 65
Venture Fund 68
FINANCIAL STATEMENTS
Statements of Assets and Liabilities 76
Statements of Operations 80
Statements of Changes in Net Assets 84
Notes to Financial Statements 90
INDEPENDENT AUDITORS' REPORT 117
FEDERAL INCOME TAX INFORMATION 118
DIRECTORS AND EXECUTIVE OFFICERS 120
SHAREHOLDER SERVICES 122
LETTER FROM THE PRESIDENT
[PHOTO OF DIANNE ORBISON]
Dear Shareholders:
It's been a very eventful year in the economy and the markets. We've seen a
major rally in the bond market, and a major sell off in stocks. Negative events,
questionable earnings reports, and unscrupulous corporate leadership is a lot of
weight for the stock market to carry. Investors are still not confident that the
market can bear the load, which contributed to the stock sell off during the
first half of the year.
A flight to quality is still underway, and this is not unusual when political,
social, and economic events hold uncertainty. In the period ended July 31, 2002,
strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very
weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference
in returns between stocks and bonds, as measured by these two benchmark indices,
was near record levels.
We believe the capital markets will continue to be volatile and suggest that
investors adjust their expectations for a time-specific market recovery. Current
market conditions didn't happen overnight, and it has taken longer than expected
for a sustainable recovery to surface. Although most segments of the stock
market were down at the end of our reporting period, we believe valuations are
fair and better than they have been in six months.
The economy is growing, albeit slowly. We expect that U.S. growth, as measured
by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still
easy, and we expect no changes from the Federal Reserve in the near term.
Inflation is running less than two percent annually with little, if any,
increase expected.
Also, the underlying strength of the U.S. economy remains solid. The weakness of
the dollar, however, may benefit investors considering a greater allocation to
international investments. Consider having a periodic conversation with your
financial advisor about your goals, risk tolerance, and allocation strategy.
You will notice that all Advantus equity funds are included in this report. The
remaining Advantus Funds (fixed income and balanced) will be published in an
annual report to be dated September 30, 2002. We have combined the reports for
the funds into two mailings to achieve economies of scale in report preparation
and mailing. We are also moving forward with plans to combine Advantus Funds
prospectuses in the same way and for the same reasons.
This is my first letter to you as President of the Advantus Funds. Bill
Westhoff, former President and investment management veteran, retired in late
July, 2002 after 31 years of service to shareholders. I look forward to
communicating with
1
you on a regular basis and bringing you news of the economy, markets,
and Advantus.
Sincerely,
/s/ Dianne Orbison
Dianne Orbison
President, Advantus Funds
*The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers
the U.S. investment grade fixed rate bond market. The index includes government
and corporate securities, agency mortgage pass-through securities and asset
backed securities.
1919815
|
Hasbro
As referenced in this Annual Report to Shareholders:
Hasbro, Inc – Corning, Inc. 6,042
778 Leggett & Platt, Inc. 17,497
350 Maytag Corporation 11,595
256 Whirlpool Corporation 14,687
----------
49,821
----------
Leisure (.2%)
300 Brunswick Corporation 6,864
669 Hasbro, Inc . 8,195
368 International Game Technology (b) 21,436
1,647 Mattel, Inc. 30,980
----------
67,475
----------
{/TABLE}
See accompanying notes to investments in securities.
51
{PAGE}
{TABLE}
{CAPTION}
_____________
dt 1383736
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc . (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1515926
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc. (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1457199
;
|
Aeroflex
As referenced in this Annual Report to Shareholders:
Aeroflex, Inc. – 12,500 Precise Software Solutions, Ltd. (b)(c) 157,000
-------------
2,170,305
-------------
Data Processing (1.6%)
30,304 Documentum, Inc. (b) 490,828
-------------
Electrical Defense (1.0%)
40,300 Aeroflex, Inc. (b) 306,280
-------------
{/TABLE}
See accompanying notes to investments in securities.
40
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------
{S} {C}
TECHNOLOGY--CONTINUED
Electrical Instruments (--)
51,700 APW, Ltd. (
_____________
dt 1459645
;
Affymetrix
As referenced in this Annual Report to Shareholders:
Affymetrix, Inc – 128 2.2%
Lifepoint Hospitals, Inc. 17,600 599,280 2.2%
CACI International, Inc. 17,200 589,616 2.1%
Education Management Corporation 13,800 550,758 2.0%
Affymetrix, Inc . 30,100 537,285 1.9%
---------- -----
$6,195,635 22.3%
========== ====
{/TABLE}
[CHART]
{TABLE}
{S} {C}
Cash and Other Assets/Liabilities (10.9%)
Transportation (1.0%)
Basic Materials (1.
_____________
Affymetrix, Inc – 6,100 Affiliated Managers Group (b) 288,042
-------------
Savings and Loans (1.1%)
15,000 IndyMac Bancorp, Inc. (b) 330,750
-------------
HEALTH CARE (24.8%)
Biotechnology (3.0%)
30,100 Affymetrix, Inc . (b) 537,285
14,800 Lynx Therapeutics, Inc. (b) 14,652
11,800 Scios, Inc. (b) 370,048
-------------
921,985
-------------
Drugs (4.9%)
12,600 Cubist Pharmaceuticals, Inc. (b)
_____________
dt 1551693
;
More... |
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Full Doc
| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (440K)
Doc #1922157: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS
[ADVANTUS(TM) CAPITAL MANAGEMENT LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2003
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . .
1922157
|
Hasbro
As referenced in this Annual Report to Shareholders:
Hasbro, Inc – 25,140
------------
Houseware (.1%)
628 Leggett &Platt, Inc. 13,904
275 Maytag Corporation 6,999
256 Whirlpool Corporation 16,583
------------
37,486
------------
Leisure (.2%)
327 Brunswick Corporation 8,813
628 Hasbro, Inc . 11,838
1,272 International Game Technology 32,372
1,547 Mattel, Inc. 30,058
------------
83,081
------------
Lodging - Hotel (.3%)
371 Harrah's Entertainment, Inc. (b) 16,194
1,
_____________
dt 1383737
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1469449
;
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440249
;
|
AFLAC
As referenced in this Annual Report to Shareholders:
Aflac, Inc – Financial Corporation (b) 10,113
1,740 SLM Corporation 72,140
------------
1,096,736
------------
Insurance (5.0%)
920 ACE, Ltd. (c) 30,351
590 Aetna, Inc. 36,356
1,847 Aflac, Inc . 59,252
396 AMBAC Financial Group, Inc. 26,085
9,559 American International Group 613,687
1,132 AON Corporation 27,225
712 Chubb Corporation 46,138
543 Cigna
_____________
dt 1439500
;
Agrium
As referenced in this Annual Report to Shareholders:
Agrium, – C} {C}
Argosy Gaming Company 50,200 $ 1,164,640 1.9%
Technitrol, Inc. 61,400 1,152,478 1.8%
Wabtec Corporation 76,900 1,135,044 1.8%
Agrium, Inc. 96,500 1,080,800 1.7%
The Reader's Digest Association, Inc. 74,500 967,010 1.5%
Veeco Instruments, Inc. 49,800 938,232 1.5%
_____________
Agrium, – TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
COMMON STOCK (97.0%)
BASIC MATERIALS (11.0%)
Agriculture Products (.4%)
8,800 Bunge, Ltd. $ 263,560
---------------
Chemicals (4.2%)
96,500 Agrium, Inc. (c) 1,080,800
9,600 Ferro Corporation 208,896
29,200 IMC Global, Inc. 213,452
23,000 Methanex Corporation (c) 212,980
9,100 Minerals Technologies,
_____________
dt 1541360
;
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| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (449K)
Doc #1922269: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS [LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2002
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
Advantus now offers e-delivery of prospectuses, annual and semi-annual reports.
To find out more, call Advantus Shareholder Services at (800) 665-6005.
ADVANTUS EQUITY FUNDS
TABLE OF CONTENTS
PERFORMANCE UPDATES
Cornerstone Fund 3
Enterprise Fund 7
Horizon Fund 12
Index 500 Fund 18
Real Estate Securities Fund 22
Venture Fund 27
INVESTMENTS IN SECURITIES
Cornerstone Fund 31
Enterprise Fund 37
Horizon Fund 42
Index 500 Fund 48
Real Estate Securities Fund 65
Venture Fund 68
FINANCIAL STATEMENTS
Statements of Assets and Liabilities 76
Statements of Operations 80
Statements of Changes in Net Assets 84
Notes to Financial Statements 90
INDEPENDENT AUDITORS' REPORT 117
FEDERAL INCOME TAX INFORMATION 118
DIRECTORS AND EXECUTIVE OFFICERS 120
SHAREHOLDER SERVICES 122
LETTER FROM THE PRESIDENT
[PHOTO OF DIANNE ORBISON]
Dear Shareholders:
It's been a very eventful year in the economy and the markets. We've seen a
major rally in the bond market, and a major sell off in stocks. Negative events,
questionable earnings reports, and unscrupulous corporate leadership is a lot of
weight for the stock market to carry. Investors are still not confident that the
market can bear the load, which contributed to the stock sell off during the
first half of the year.
A flight to quality is still underway, and this is not unusual when political,
social, and economic events hold uncertainty. In the period ended July 31, 2002,
strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very
weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference
in returns between stocks and bonds, as measured by these two benchmark indices,
was near record levels.
We believe the capital markets will continue to be volatile and suggest that
investors adjust their expectations for a time-specific market recovery. Current
market conditions didn't happen overnight, and it has taken longer than expected
for a sustainable recovery to surface. Although most segments of the stock
market were down at the end of our reporting period, we believe valuations are
fair and better than they have been in six months.
The economy is growing, albeit slowly. We expect that U.S. growth, as measured
by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still
easy, and we expect no changes from the Federal Reserve in the near term.
Inflation is running less than two percent annually with little, if any,
increase expected.
Also, the underlying strength of the U.S. economy remains solid. The weakness of
the dollar, however, may benefit investors considering a greater allocation to
international investments. Consider having a periodic conversation with your
financial advisor about your goals, risk tolerance, and allocation strategy.
You will notice that all Advantus equity funds are included in this report. The
remaining Advantus Funds (fixed income and balanced) will be published in an
annual report to be dated September 30, 2002. We have combined the reports for
the funds into two mailings to achieve economies of scale in report preparation
and mailing. We are also moving forward with plans to combine Advantus Funds
prospectuses in the same way and for the same reasons.
This is my first letter to you as President of the Advantus Funds. Bill
Westhoff, former President and investment management veteran, retired in late
July, 2002 after 31 years of service to shareholders. I look forward to
communicating with
1
you on a regular basis and bringing you news of the economy, markets,
and Advantus.
Sincerely,
/s/ Dianne Orbison
Dianne Orbison
President, Advantus Funds
*The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers
the U.S. investment grade fixed rate bond market. The index includes government
and corporate securities, agency mortgage pass-through securities and asset
backed securities.
1922269
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Hasbro
As referenced in this Annual Report to Shareholders:
Hasbro, Inc – Corning, Inc. 6,042
778 Leggett & Platt, Inc. 17,497
350 Maytag Corporation 11,595
256 Whirlpool Corporation 14,687
----------
49,821
----------
Leisure (.2%)
300 Brunswick Corporation 6,864
669 Hasbro, Inc . 8,195
368 International Game Technology (b) 21,436
1,647 Mattel, Inc. 30,980
----------
67,475
----------
{/TABLE}
See accompanying notes to investments in securities.
51
{PAGE}
{TABLE}
{CAPTION}
_____________
dt 1383738
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc . (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1515928
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc. (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1457201
;
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Aeroflex
As referenced in this Annual Report to Shareholders:
Aeroflex, Inc. – 12,500 Precise Software Solutions, Ltd. (b)(c) 157,000
-------------
2,170,305
-------------
Data Processing (1.6%)
30,304 Documentum, Inc. (b) 490,828
-------------
Electrical Defense (1.0%)
40,300 Aeroflex, Inc. (b) 306,280
-------------
{/TABLE}
See accompanying notes to investments in securities.
40
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------
{S} {C}
TECHNOLOGY--CONTINUED
Electrical Instruments (--)
51,700 APW, Ltd. (
_____________
dt 1459646
;
Affymetrix
As referenced in this Annual Report to Shareholders:
Affymetrix, Inc – 128 2.2%
Lifepoint Hospitals, Inc. 17,600 599,280 2.2%
CACI International, Inc. 17,200 589,616 2.1%
Education Management Corporation 13,800 550,758 2.0%
Affymetrix, Inc . 30,100 537,285 1.9%
---------- -----
$6,195,635 22.3%
========== ====
{/TABLE}
[CHART]
{TABLE}
{S} {C}
Cash and Other Assets/Liabilities (10.9%)
Transportation (1.0%)
Basic Materials (1.
_____________
Affymetrix, Inc – 6,100 Affiliated Managers Group (b) 288,042
-------------
Savings and Loans (1.1%)
15,000 IndyMac Bancorp, Inc. (b) 330,750
-------------
HEALTH CARE (24.8%)
Biotechnology (3.0%)
30,100 Affymetrix, Inc . (b) 537,285
14,800 Lynx Therapeutics, Inc. (b) 14,652
11,800 Scios, Inc. (b) 370,048
-------------
921,985
-------------
Drugs (4.9%)
12,600 Cubist Pharmaceuticals, Inc. (b)
_____________
dt 1551694
;
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| 2007 |
Code of Business Conduct and Ethics
Code of Business Conduct and Ethics (122K)
Doc #2721331: Click preview link for longer preview.
ALLIANCEBERNSTEIN L.P.
CODE OF BUSINESS CONDUCT AND ETHICS
�Trust is the foundation of an investment management company, an attribute that takes years to establish and just days to destroy. Promoting and sustaining a fiduciary culture is, therefore, a business imperative.�
- Lewis A. Sanders, Chief Executive Officer
December 2005
Updated September 2006
A Message from Lewis A. Sanders,
Chief Executive Officer of AllianceBernstein
Trust is the foundation of an investment management company, an attribute that takes years to establish, constant vigilance to maintain, and just . . .
2721331
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| 2003 |
Common Stock Purchase Warrant
Common Stock Purchase Warrant (65K)
Doc #390551: Click preview link for longer preview.
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE �1933 ACT�), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
WMS INDUSTRIES INC.
COMMON STOCK PURCHASE WARRANT
. . .
390551
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Hasbro
As referenced in this Common Stock Purchase Warrant:
HASBRO, – SUCH ACT AND SUCH LAWS.
WMS INDUSTRIES INC.
COMMON STOCK PURCHASE WARRANT
This certifies that, for good and valuable consideration, WMS Industries Inc., a Delaware corporation (the Company), grants to HASBRO, INC. (Hasbro or the Warrantholder), the right to subscribe for and purchase from the Company 250,000 validly issued, fully paid and nonassessable shares (the Warrant Shares) of the
_____________
(Hasbro – AND SUCH LAWS.
WMS INDUSTRIES INC.
COMMON STOCK PURCHASE WARRANT
This certifies that, for good and valuable consideration, WMS Industries Inc., a Delaware corporation (the Company), grants to HASBRO, INC. (Hasbro or the Warrantholder), the right to subscribe for and purchase from the Company 250,000 validly issued, fully paid and nonassessable shares (the Warrant Shares) of the Companys Common Stock,
_____________
Hasbro – 2. with respect to 100% of the 250,000 Warrant Shares, or such portion thereof as are then unvested, upon the earlier to occur of:
(a) delivery of notice from Hasbro and Hasbro International, Inc. to WMS Gaming Inc. (WMS Gaming) of waiver of the Extension Royalty Requirement, as such term is defined in that certain License Agreement and License Agreement
_____________
Hasbro – respect to 100% of the 250,000 Warrant Shares, or such portion thereof as are then unvested, upon the earlier to occur of:
(a) delivery of notice from Hasbro and Hasbro International, Inc. to WMS Gaming Inc. (WMS Gaming) of waiver of the Extension Royalty Requirement, as such term is defined in that certain License Agreement and License Agreement Summary dated
_____________
Hasbro – waiver of the Extension Royalty Requirement, as such term is defined in that certain License Agreement and License Agreement Summary dated September 1, 1997, as amended (the License Agreement), between Hasbro and Hasbro International, Inc., on the one hand, and WMS Gaming, on the other; or
(b) extension of the License Agreement by WMS Gaming for the Second Extension Term (as
_____________
dt 1008321
;
|
WMS Industries
As referenced in this Common Stock Purchase Warrant:
WMS INDUSTRIES INC – PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
WMS INDUSTRIES INC .
COMMON STOCK PURCHASE WARRANT
This certifies that, for good and valuable consideration, WMS Industries Inc., a Delaware corporation (the Company), grants to HASBRO, INC. (Hasbro or the Warrantholder), the
_____________
WMS Industries Inc – ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
WMS INDUSTRIES INC.
COMMON STOCK PURCHASE WARRANT
This certifies that, for good and valuable consideration, WMS Industries Inc ., a Delaware corporation (the Company), grants to HASBRO, INC. (Hasbro or the Warrantholder), the right to subscribe for and purchase from the Company 250,000 validly issued, fully paid
_____________
WMS Industries Inc – at the following addresses or to such other address as any party hereto shall hereafter specify by notice to the other party hereto:
(a)
if to the Company, addressed to:
WMS Industries Inc .
800 S. Northpoint Blvd.
Waukegan, Il 60085
Attention: Executive Vice President and Chief Financial Officer
With a copy to:
WMS Industries Inc.
800 S. Northpoint Blvd.
Waukegan, IL 60085
_____________
WMS Industries Inc – hereto:
(a)
if to the Company, addressed to:
WMS Industries Inc.
800 S. Northpoint Blvd.
Waukegan, Il 60085
Attention: Executive Vice President and Chief Financial Officer
With a copy to:
WMS Industries Inc .
800 S. Northpoint Blvd.
Waukegan, IL 60085
Attention: Vice President, General Counsel and Secretary
(b)
if to the Warrantholder, addressed to:
Hasbro, Inc.
1011 Newport Avenue
Pawtucket, RI 02862
_____________
WMS INDUSTRIES INC – by the Company or by creditors or stockholders of the Company or otherwise.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.
WMS INDUSTRIES INC
By:
/s/ Orrin J. Edidin
Name: Orrin J. Edidin
Title: Executive Vice President and Chief Operating Officer
Dated: September 15, 2003
20
Exhibit A
EXERCISE FORM
(To be executed
_____________
dt 1368956
|
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| 2007 |
Custody Agreement
Custody Agreement (63K)
Doc #2721327: Click preview link for longer preview.
CUSTODY AGREEMENT
AGREEMENT, dated as of August 5, 2002 between Managers Trust I, a business trust organized and existing under the laws of the Commonwealth of Massachusetts having its principal office and place of business at 40 Richards Avenue, Norwalk, Connecticut 06854 (the �Fund�) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (�Custodian�).
WITNESSETH:
that for and in consideration of the mutual promises hereinafter set forth the Fund and . . .
2721327
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BNY
As referenced in this Custody Agreement:
Bank of New York, – organized and existing under the laws of the Commonwealth of Massachusetts having its principal office and place of business at 40 Richards Avenue, Norwalk, Connecticut 06854 (the ?Fund?) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (?Custodian?).
WITNESSETH:
_____________
Bank of New York – as Schedule I hereto or such other Certificate as may be received by Custodian from time to time.
2. ?BNY Affiliate? shall mean any office, branch or subsidiary of The Bank of New York Company, Inc.
3. ?Book-Entry System? shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.
4. ?Business Day? shall mean any
_____________
BANK OF NEW YORK
– Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.
MANAGER TRUST I
By:
Title:
THE BANK OF NEW YORK
By:
/s/ IRA R. ROSNER
Title:
IRA R. ROSNER
VICE PRESIDENT
- 17 -
SCHEDULE I
CERTIFICATE OF AUTHORIZED PERSONS
(The Fund-Oral and Written Instructions)
The undersigned hereby certifies that
_____________
Bank of New York – employees of the Fund have been duly authorized in conformity with the Fund?s Declaration of Trust and By-Laws to deliver Certificates and Written and Oral Instructions to The Bank of New York (?Custodian?) pursuant to the Custody Agreement between the Fund and Custodian dated August 5, 2002. and that the signatures appearing opposite their names are true and correct:
Peter M.
_____________
BANK OF NEW YORK – Tax-Free Fund
Fremont Money Market Fund
FQ Global Alternatives Fund
Revised March 1.2006
MANAGERS TRUST I
By:
/s/ Donald S. Rumery
Donald S. Rumery
Treasurer
APPENDIX I
THE BANK OF NEW YORK
ON-LINE COMMUNICATIONS SYSTEM (THE ?SYSTEM?)
TERMS AND CONDITIONS
1. License: Use. Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized
_____________
dt 1726959
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| 2001 |
Employment Agreement
Employment Agreement (20K)
Doc #862867: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of
March 18, 2000, by and between Tiger Electronics, Ltd., a
Delaware corporation with a principal place of business at 980
Woodlands Parkway, Vernon Hills, IL 60061-3103 ("Tiger"),
Hasbro, Inc., a Rhode Island corporation with a principal place
of business at 1027 Newport Avenue, Pawtucket, RI 02862
("Hasbro"), and Brian Goldner, an individual with a residence at
3104 Laurel Avenue, Manhattan Beach, CA 90266 (the "Employee").
WHEREAS, . . .
862867
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Hasbro
As referenced in this Employment Agreement:
Hasbro, Inc – as of
March 18, 2000, by and between Tiger Electronics, Ltd., a
Delaware corporation with a principal place of business at 980
Woodlands Parkway, Vernon Hills, IL 60061-3103 ("Tiger"),
Hasbro, Inc ., a Rhode Island corporation with a principal place
of business at 1027 Newport Avenue, Pawtucket, RI 02862
("Hasbro"), and Brian Goldner, an individual with a residence at
3104 Laurel
_____________
Hasbro, Inc – 13.4 IN WITNESS WHEREOF, the parties hereto have executed
this Agreement under seal as of the day and year set forth
above.
Tiger Electronics, Ltd.
/s/ Alfred J. Verrecchia
------------------------
Hasbro, Inc .
/s/ Alfred J. Verrecchia
------------------------
Title: President and Chief Operating Officer
/s/ Brian Goldner
-----------------
Brian Goldner
</TEXT>
</DOCUMENT>
|