-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ISm+KvehLkW5ljhUDceewWsqzN9UMlOe7AS9hGWZVUO96U/bneMFVkDTNpgsxyOf pypidB6+btp/4JcflLBDTQ== 0000925421-98-000058.txt : 19981104 0000925421-98-000058.hdr.sgml : 19981104 ACCESSION NUMBER: 0000925421-98-000058 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASTERWORKS FUNDS INC CENTRAL INDEX KEY: 0000893818 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 811-07332 FILM NUMBER: 98737065 BUSINESS ADDRESS: STREET 1: 111 CENTER ST CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 8006439691 MAIL ADDRESS: STREET 1: 111 CENTER ST STREET 2: STE 300 CITY: LITTLE ROCK STATE: AR ZIP: 72201 FORMER COMPANY: FORMER CONFORMED NAME: STAGECOACH INC DATE OF NAME CHANGE: 19940222 FORMER COMPANY: FORMER CONFORMED NAME: WELLSFUNDS INC DATE OF NAME CHANGE: 19930714 DEFA14A 1 PROXY LETTER [BARCLAYS GLOBAL INVESTORS LETTERHEAD] October 30, 1998 Lynn Wytas Gerber Scientific Deferred Compensation Plan 83 Gerber Road West South Windsor, CT 06074 Re:MasterWorks Growth Stock-Mutual Fund and MasterWorks Short-Intermediate Term - Mutual Fund Dear Ms. Wytas: Your plan offers the MasterWorks Growth Stock Mutual Fund and/or the MasterWorks Short-Intermediate Term Mutual Fund as plan options. The Board of Directors for these funds has authorized the merger or liquidation of these funds. You will be receiving a proxy outlining a proposed merger of these assets with successor funds. It will propose that the assets of the MasterWorks Growth Stock Fund will be transferred to the Large Company Growth Fund of the Norwest Advantage Funds and the assets of the MasterWorks Short-Intermediate Term Fund will be transferred to the Short-Intermediate U.S. Government Income Fund of the Stagecoach Funds. In the absence of 50.1% of the shareholders approving the merger, the funds will be liquidated. The merger or liquidation will occur either on the weekend of December 4, 1998 or December 11, 1998, pursuant to the proxy. Please feel free to contact your client representative at Merrill Lynch should you have questions or require additional explanation regarding this transfer or liquidation of assets. Sincerely, /s/Lawrence G. Tint Lawrence G. Tint Managing Director [MORRISON & FOERSTER LLP LETTERHEAD] Writer's Direct Dial Number (202) 887-1583 November 3, 1998 Via EDGAR Division of Investment Management U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: MasterWorks Funds Inc. SEC Reg. Nos. 33-54126; 811-7332 Dear Sir/Madame: In connection with a shareholders meeting of two series of MasterWorks Funds Inc. (the "Company"), an investment company registered under the Investment Company Act of 1940, as amended, we are transmitting herewith pursuant to Rule 14a-6(b) of Regulation 14A a letter dated October 30, 1998 sent to shareholders of the Company's Growth Stock and Short-Intermediate Term Funds in connection with proxy solicitations registered on Form N-14 (the "Statements") dated October 26, 1998. The Statements on Form N-14 were registered under File Nos. 333-63893 and 333-63819 of the acquiring funds' registrants -- Norwest Advantage Funds and Stagecoach Funds, Inc., respectively. Please contact the undersigned at the number set forth above or Marco E. Adelfio at (202) 887-1530, if you have any questions or comments regarding this filing. Very truly yours, /s/ Emile R. Molineaux Emile R. Molineaux -----END PRIVACY-ENHANCED MESSAGE-----