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Agreement and Plan of Merger
Agreement and Plan of Merger (270K)
Doc #1206653: Click preview link for longer preview.
Execution Version
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
ELECTRONIC ARTS INC.
EARTS(DELAWARE), INC.
AND
JAMDAT MOBILE INC.
DATED AS OF DECEMBER 8, 2005
TABLE OF CONTENTS
Article 1.
Defined Terms
1
Article 2.
The Merger
6
Section 2.1
The Merger
6
. . .
1206653
|
Electronic Arts
As referenced in this Agreement and Plan of Merger:
ELECTRONIC ARTS INC. – Agreement and Plan of Merger
EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
Execution Version
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
ELECTRONIC ARTS INC.
EARTS(DELAWARE), INC.
AND
JAMDAT MOBILE INC.
DATED AS OF DECEMBER 8, 2005
TABLE OF CONTENTS
Article 1.
Defined Terms
1
Article 2.
The Merger
6
Section 2.1
_____________
Electronic Arts Inc. – Exhibit A
Form of Voting Agreement
-iv-
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is dated as of December 8, 2005 (this ?Agreement?), by and among Electronic Arts Inc. a Delaware corporation (?Parent?), EArts(Delaware), Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (?Merger Sub?), and JAMDAT Mobile Inc., a Delaware corporation (the ?Company?).
_____________
Electronic Arts Inc. – postage prepaid, or on the next business day if transmitted by national overnight courier, in each case addressed as follows:
If to Parent or Merger Sub, addressed to it at:
Electronic Arts Inc.
209 Redwood Shores Parkway
Redwood City, CA 94065-1175
Attn: Steve Bene, Esq.
Facsimile: (650) 628-1424
with a copy to:
Fenwick & West LLP
801 California Street
Mountain
_____________
ELECTRONIC ARTS INC. – IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
ELECTRONIC ARTS INC.
By:
Name:
Lawrence F. Probst III
Title:
Chairman and Chief Executive Officer
EARTS(DELAWARE), INC.
By:
Name:
Warren C. Jenson
Title:
President
JAMDAT MOBILE INC.
By:
Name:
Mitch Lasky
_____________
Electronic Arts Inc. – MOBILE INC.
By:
Name:
Mitch Lasky
Title:
Chief Executive Officer
EXHIBIT A
VOTING AGREEMENT
This VOTING AGREEMENT (this ?Agreement?) is entered into as of December 8, 2005, by and between Electronic Arts Inc. , a Delaware corporation (?Acquiror?), and the undersigned stockholder (the ?Stockholder?) of JAMDAT Mobile Inc., a Delaware corporation (the ?Company?). Terms not otherwise defined herein shall have the respective meanings
_____________
dt 1764403
;
|
 CSFB LLC
As referenced in this Agreement and Plan of Merger:
Credit Suisse First Boston LLC – of, or material premium increase with respect to, any such policies or bonds.
-34-
Section 4.18 Opinion of Financial Advisor.
The Company Board has received the written opinion of Credit Suisse First Boston LLC (the Company Financial Advisor) addressed to the Company Board, to the effect that the Merger Consideration is fair from a financial point of view to the holders of Company
_____________
dt 1703778
;
 Sheppard Mullin
As referenced in this Agreement and Plan of Merger:
Sheppard Mullin – Company, addressed to it at:
JAMDAT Mobile Inc.
3415 S. Sepulveda Blvd., Suite 700
Los Angeles, CA 90034
Attn: Craig Gatarz, Esq.
Facsmile: (310) 397-0353
with a copy to:
Sheppard Mullin Richter & Hampton LLP
800 Anacapa Street
Santa Barbara, CA 93101
Attn: C. Thomas Hopkins
Facsimile: (805) 568-1955
-55-
Section 9.3 Headings.
The headings contained in this Agreement
_____________
dt 1702248
|
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Full Doc
| 2007 |
Agreement and Plan of Merger
Agreement and Plan of Merger (253K)
Doc #3185007: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
VG HOLDING CORP.,
WHI MERGER CORPORATION,
ELECTRONIC ARTS INC.,
THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO,
AND WITH RESPECT TO ARTICLES VII AND IX ONLY
ELEVATION MANAGEMENT, LLC,
AS STOCKHOLDER REPRESENTATIVE
Dated as of October 11, 2007
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER
2
1.1
The Merger
2
1.2
Effective Time
. . .
3185007
|
Electronic Arts
As referenced in this Agreement and Plan of Merger:
ELECTRONIC ARTS INC. – 2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
Table of Contents
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
VG HOLDING CORP.,
WHI MERGER CORPORATION,
ELECTRONIC ARTS INC. ,
THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO,
AND WITH RESPECT TO ARTICLES VII AND IX ONLY
ELEVATION MANAGEMENT, LLC,
AS STOCKHOLDER REPRESENTATIVE
Dated as of October 11, 2007
Table of
_____________
Electronic Arts Inc. – WARN Act
2.13
28
* * * * *
-viii-
Table of Contents
THIS AGREEMENT AND PLAN OF MERGER (this ?Agreement?) is made and entered into as of October 11, 2007 by and among Electronic Arts Inc. , a Delaware corporation (?Parent?), WHI Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (?Sub?), VG Holding Corp., a Delaware corporation (the ?Company?), each of the
_____________
Electronic Arts Inc. – to the parties hereto at the following address (or at such other address for a party as shall be specified by like notice):
(i) if to Parent or Sub, to:
Electronic Arts Inc.
209 Redwood Shores Parkway
Redwood City, California 94065
Attention: General Counsel
Facsimile No.: (650) 628-1424
with a copy (which shall not constitute notice) to:
Wilson Sonsini Goodrich &
_____________
ELECTRONIC ARTS INC. – signed as of the date first written above or at such later date as a Stockholder Party becomes a party to this Agreement (by execution of a Joinder or otherwise).
ELECTRONIC ARTS INC.
By:
/s/ Warren C. Jenson
Name:
Warren C. Jenson
Title:
EVP, Chief Financial & Administrative Officer
VG HOLDING CORP.
By:
/s/ Greg Richardson
Name:
Greg Richardson
Title:
President
WHI
_____________
dt 1842704
;
| |
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Full Doc
| 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
|
Electronic Arts
As referenced in this Annual Report to Shareholders:
Electronic Arts, Inc. – 554 Citrix Systems, Inc. (b) 10,055
2,099 Computer Associates International, Inc. 53,420
701 Computer Sciences Corporation (b) 28,440
1,371 Compuware Corporation (b) 7,061
549 Electronic Arts, Inc. (b) 46,116
825 IMS Health, Inc. 15,956
324 Mercury Interactive Corporation (b) 12,753
39,060 Microsoft Corporation (e) 1,031,184
1,279 Novell, Inc. (b)
_____________
dt 1485032
;
Electronic Arts
As referenced in this Annual Report to Shareholders:
Electronic Arts, Inc. – 554 Citrix Systems, Inc. (b) 10,055
2,099 Computer Associates International, Inc. 53,420
701 Computer Sciences Corporation (b) 28,440
1,371 Compuware Corporation (b) 7,061
549 Electronic Arts, Inc. (b) 46,116
825 IMS Health, Inc. 15,956
324 Mercury Interactive Corporation (b) 12,753
39,060 Microsoft Corporation (e) 1,031,184
1,279 Novell, Inc. (b)
_____________
dt 1485044
;
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
;
|
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 1465702
;
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
;
More... |
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Full Doc
| 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
|
Electronic Arts
As referenced in this Annual Report to Shareholders:
Electronic Arts, Inc. – 15,400 EMC Corporation (b) 115,500
----------
Computer Services & Software (5.6%)
5,300 BEA Systems, Inc. (b) 29,415
2,385 Cadence Design Systems, Inc. (b) 29,693
946 Electronic Arts, Inc. (b) 56,930
24,759 Microsoft Corporation (b) 1,187,194
22,200 Oracle Systems (b) 222,200
5,200 Peoplesoft, Inc. 93,496
2,006 Sungard Data Systems,
_____________
Electronic Arts, Inc. – 259
956 BMC Software, Inc. (b) 12,858
629 Citrix Systems, Inc. (b) 3,466
731 Computer Sciences Corporation (b) 27,047
1,395 Compuware Corporation (b) 5,175
549 Electronic Arts, Inc. (b) 33,039
1,072 IMS Health, Inc. 16,959
349 Mercury Interactive Corporation (b) 8,941
21,522 Microsoft Corporation (b)(e) 1,031,980
1,354 Novell,
_____________
dt 1485033
;
Electronic Arts
As referenced in this Annual Report to Shareholders:
Electronic Arts, Inc. – 15,400 EMC Corporation (b) 115,500
----------
Computer Services & Software (5.6%)
5,300 BEA Systems, Inc. (b) 29,415
2,385 Cadence Design Systems, Inc. (b) 29,693
946 Electronic Arts, Inc. (b) 56,930
24,759 Microsoft Corporation (b) 1,187,194
22,200 Oracle Systems (b) 222,200
5,200 Peoplesoft, Inc. 93,496
2,006 Sungard Data Systems,
_____________
Electronic Arts, Inc. – 259
956 BMC Software, Inc. (b) 12,858
629 Citrix Systems, Inc. (b) 3,466
731 Computer Sciences Corporation (b) 27,047
1,395 Compuware Corporation (b) 5,175
549 Electronic Arts, Inc. (b) 33,039
1,072 IMS Health, Inc. 16,959
349 Mercury Interactive Corporation (b) 8,941
21,522 Microsoft Corporation (b)(e) 1,031,980
1,354 Novell,
_____________
dt 1485045
;
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
;
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 1469268
;
More... |
| Preview
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| 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
|
Electronic Arts
As referenced in this Annual Report to Shareholders:
Electronic Arts, Inc. – 554 Citrix Systems, Inc. (b) 10,055
2,099 Computer Associates International, Inc. 53,420
701 Computer Sciences Corporation (b) 28,440
1,371 Compuware Corporation (b) 7,061
549 Electronic Arts, Inc. (b) 46,116
825 IMS Health, Inc. 15,956
324 Mercury Interactive Corporation (b) 12,753
39,060 Microsoft Corporation (e) 1,031,184
1,279 Novell, Inc. (b)
_____________
dt 1485034
;
Electronic Arts
As referenced in this Annual Report to Shareholders:
Electronic Arts, Inc. – 554 Citrix Systems, Inc. (b) 10,055
2,099 Computer Associates International, Inc. 53,420
701 Computer Sciences Corporation (b) 28,440
1,371 Compuware Corporation (b) 7,061
549 Electronic Arts, Inc. (b) 46,116
825 IMS Health, Inc. 15,956
324 Mercury Interactive Corporation (b) 12,753
39,060 Microsoft Corporation (e) 1,031,184
1,279 Novell, Inc. (b)
_____________
dt 1485046
;
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
;
|
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 1465703
;
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
;
More... |
| Preview
Full Doc
| 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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Electronic Arts
As referenced in this Annual Report to Shareholders:
Electronic Arts, Inc. – 15,400 EMC Corporation (b) 115,500
----------
Computer Services & Software (5.6%)
5,300 BEA Systems, Inc. (b) 29,415
2,385 Cadence Design Systems, Inc. (b) 29,693
946 Electronic Arts, Inc. (b) 56,930
24,759 Microsoft Corporation (b) 1,187,194
22,200 Oracle Systems (b) 222,200
5,200 Peoplesoft, Inc. 93,496
2,006 Sungard Data Systems,
_____________
Electronic Arts, Inc. – 259
956 BMC Software, Inc. (b) 12,858
629 Citrix Systems, Inc. (b) 3,466
731 Computer Sciences Corporation (b) 27,047
1,395 Compuware Corporation (b) 5,175
549 Electronic Arts, Inc. (b) 33,039
1,072 IMS Health, Inc. 16,959
349 Mercury Interactive Corporation (b) 8,941
21,522 Microsoft Corporation (b)(e) 1,031,980
1,354 Novell,
_____________
dt 1485035
;
Electronic Arts
As referenced in this Annual Report to Shareholders:
Electronic Arts, Inc. – 15,400 EMC Corporation (b) 115,500
----------
Computer Services & Software (5.6%)
5,300 BEA Systems, Inc. (b) 29,415
2,385 Cadence Design Systems, Inc. (b) 29,693
946 Electronic Arts, Inc. (b) 56,930
24,759 Microsoft Corporation (b) 1,187,194
22,200 Oracle Systems (b) 222,200
5,200 Peoplesoft, Inc. 93,496
2,006 Sungard Data Systems,
_____________
Electronic Arts, Inc. – 259
956 BMC Software, Inc. (b) 12,858
629 Citrix Systems, Inc. (b) 3,466
731 Computer Sciences Corporation (b) 27,047
1,395 Compuware Corporation (b) 5,175
549 Electronic Arts, Inc. (b) 33,039
1,072 IMS Health, Inc. 16,959
349 Mercury Interactive Corporation (b) 8,941
21,522 Microsoft Corporation (b)(e) 1,031,980
1,354 Novell,
_____________
dt 1485047
;
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
;
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 1469270
;
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| 2002 |
Assignment and Assumption of Lease
Assignment and Assumption of Lease (26K)
Doc #1206786: Click preview link for longer preview.
ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment and Assumption of Lease (the "Assignment") is made on
January 29, 2002 by and between Leap Wireless International, Inc., a Delaware
corporation, with a place of business at 10307 Pacific Center Ct., San Diego,
California 92121 ("Leap" or "Assignee"), and Electronic Arts Inc., a Delaware
corporation, with a place of business at 209 Redwood Shores Parkway, Redwood
City, California 94065 ("Electronic Arts" or "Assignor"). Leap and EA may be
referred to from . . .
1206786
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Electronic Arts
As referenced in this Assignment and Assumption of Lease:
Electronic Arts Inc. – 29, 2002 by and between Leap Wireless International, Inc., a Delaware
corporation, with a place of business at 10307 Pacific Center Ct., San Diego,
California 92121 ("Leap" or "Assignee"), and Electronic Arts Inc. , a Delaware
corporation, with a place of business at 209 Redwood Shores Parkway, Redwood
City, California 94065 ("Electronic Arts" or "Assignor"). Leap and EA may be
referred to from
_____________
ELECTRONIC ARTS INC. – effective upon execution by all of the Parties
4
<PAGE>
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment on
the date first written above:
ASSIGNOR: ASSIGNEE:
ELECTRONIC ARTS INC. LEAP WIRELESS
INTERNATIONAL, INC.
By:_______________________________ By:_________________________
Its:______________________________ Its:________________________
Address of Assignor: Address of Assignee:
209 Redwood Shores Parkway
Redwood City, CA 94065 10307 Pacific Center
_____________
ELECTRONIC ARTS INC. – This Consent is entered into as of the ____ day of ___________, 2002 by
and among EOP-PACIFIC RIDGE CORPORATE CENTRE, L.L.C., a Delaware limited
liability company ("Landlord"), ELECTRONIC ARTS INC. , a Delaware corporation
("Assignor") and LEAP WIRELESS INTERNATIONAL, INC., a Delaware corporation
("Assignee").
RECITALS:
A. Landlord, (as successor in interest to Spieker Properties, L.P.) as
landlord, and Assignor,
_____________
ELECTRONIC ARTS INC. – Limited Partnership, a
Delaware limited partnership,
its sole member
By: Equity Office Properties Trust, a
Maryland real estate investment
trust,
its general partner
By: ____________________________
Name:___________________________
Title:__________________________
ASSIGNOR:
ELECTRONIC ARTS INC. , a Delaware corporation
By:____________________________________
Name:__________________________________
Title:_________________________________
By:____________________________________
Name:__________________________________
Title:_________________________________
4
<PAGE>
ASSIGNEE:
LEAP WIRELESS INTERNATIONAL, INC., a
Delaware corporation
By:________________________________
_____________
dt 1485030
;
EOP Operating
As referenced in this Assignment and Assumption of Lease:
EOP Operating Limited Partnership – WHEREOF, Landlord, Assignor and Assignee have executed this
Consent on the day and year first above written.
LANDLORD:
EOP-PACIFIC RIDGE CORPORATE CENTRE,
LLC, a Delaware limited liability company
By: EOP Operating Limited Partnership , a
Delaware limited partnership,
its sole member
By: Equity Office Properties Trust, a
Maryland real estate investment
trust,
its general partner
By: ____________________________
Name:___________________________
Title:__________________________
ASSIGNOR:
ELECTRONIC
_____________
dt 1528348
;
|
EOP Operating
As referenced in this Assignment and Assumption of Lease:
EOP Operating Limited Partnership – WHEREOF, Landlord, Assignor and Assignee have executed this
Consent on the day and year first above written.
LANDLORD:
EOP-PACIFIC RIDGE CORPORATE CENTRE,
LLC, a Delaware limited liability company
By: EOP Operating Limited Partnership , a
Delaware limited partnership,
its sole member
By: Equity Office Properties Trust, a
Maryland real estate investment
trust,
its general partner
By: ____________________________
Name:___________________________
Title:__________________________
ASSIGNOR:
ELECTRONIC
_____________
dt 1528348
;
EOP
As referenced in this Assignment and Assumption of Lease:
Equity Office Properties Trust, – and year first above written.
LANDLORD:
EOP-PACIFIC RIDGE CORPORATE CENTRE,
LLC, a Delaware limited liability company
By: EOP Operating Limited Partnership, a
Delaware limited partnership,
its sole member
By: Equity Office Properties Trust, a
Maryland real estate investment
trust,
its general partner
By: ____________________________
Name:___________________________
Title:__________________________
ASSIGNOR:
ELECTRONIC ARTS INC., a Delaware corporation
By:____________________________________
Name:__________________________________
Title:_________________________________
By:
_____________
dt 1553616
;
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| 2003 |
Bylaws
Bylaws (50K)
Doc #1206765: Click preview link for longer preview.
AMENDED AND RESTATED BYLAWS
OF
ELECTRONIC ARTS INC.
( A DELAWARE CORPORATION)
<PAGE>
BYLAWS
OF
ELECTRONIC ARTS INC.
(a Delaware Corporation)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
. . .
1206765
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Electronic Arts
As referenced in this Bylaws:
ELECTRONIC ARTS INC. – 05
<SEQUENCE>5
<FILENAME>f87407exv3w05.txt
<DESCRIPTION>EXHIBIT 3.05
<TEXT>
<PAGE>
EXHIBIT 3.05
AMENDED AND RESTATED BYLAWS
OF
ELECTRONIC ARTS INC.
( A DELAWARE CORPORATION)
<PAGE>
BYLAWS
OF
ELECTRONIC ARTS INC.
(a Delaware Corporation)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C&
_____________
ELECTRONIC ARTS INC. – DESCRIPTION>EXHIBIT 3.05
<TEXT>
<PAGE>
EXHIBIT 3.05
AMENDED AND RESTATED BYLAWS
OF
ELECTRONIC ARTS INC.
( A DELAWARE CORPORATION)
<PAGE>
BYLAWS
OF
ELECTRONIC ARTS INC.
(a Delaware Corporation)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Article I - STOCKHOLDERS..............................................................................................1
Section 1.1: Annual Meetings...............................................................................1
_____________
ELECTRONIC ARTS INC. – Section 9.5: Certificate of Incorporation Governs..........................................................9
Section 9.6: Severability..................................................................................9
Article X - AMENDMENT.................................................................................................10
Section 10.1: Amendments...................................................................................10
</TABLE>
<PAGE>
BYLAWS
OF
ELECTRONIC ARTS INC.
(a Delaware Corporation)
AMENDED AND RESTATED BYLAWS OF
ELECTRONIC ARTS INC.
(a Delaware Corporation)
AMENDED THROUGH JULY 27, 1994
ARTICLE I
STOCKHOLDERS
Section 1.1: Annual Meetings. An annual
_____________
ELECTRONIC ARTS INC. – Severability..................................................................................9
Article X - AMENDMENT.................................................................................................10
Section 10.1: Amendments...................................................................................10
</TABLE>
<PAGE>
BYLAWS
OF
ELECTRONIC ARTS INC.
(a Delaware Corporation)
AMENDED AND RESTATED BYLAWS OF
ELECTRONIC ARTS INC.
(a Delaware Corporation)
AMENDED THROUGH JULY 27, 1994
ARTICLE I
STOCKHOLDERS
Section 1.1: Annual Meetings. An annual meeting of stockholders shall be
held for the election of directors
_____________
dt 1485029
;
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| 2004 |
Deferred Compensation Plan
Deferred Compensation Plan (85K)
Doc #1206713: Click preview link for longer preview.
Electronic Arts
Deferred Compensation Plan
Master Plan Document
Copyright ? 2003
By Clark/Bardes Consulting
All Rights Reserved
Electronic Arts
Deferred Compensation Plan
Master Plan Document
TABLE OF CONTENTS
1206713
|
Electronic Arts
As referenced in this Deferred Compensation Plan:
Electronic Arts, Inc. – is to provide specified benefits to a select group of management and highly compensated Employees and Directors who contribute materially to the continued growth, development and future business success of Electronic Arts, Inc. , a Delaware corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. This
_____________
Electronic Arts, Inc. – Internal Revenue Code of 1986, as it may be amended from time to time.
1.14
?Committee? shall mean the committee described in Article 11
1.15
?Company? shall mean |