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 Section 240.14a-12
DK INVESTORS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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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[ ] Fee paid previously with preliminary materials.
[ ] 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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DK INVESTORS, INC.
205 Lexington Avenue
New York, New York 10016
(212) 779-4233
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON May 7, 2003
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of DK
Investors, Inc. ("DK" or "the corporation"), a New York corporation, will be
held at the offices of the Corporation at 205 Lexington Avenue, New York, New
York, at 10:00 a.m. on Wednesday, May 7, 2003, for the following purposes:
1. To elect seven Directors, each to serve until the next annual
meeting of stockholders and until his or her successor is duly
elected and shall qualify;
2. To approve or disapprove the continuation, without change, of the
investment advisory agreement between DK and Wells Fargo, N.A.;
3. To ratify or reject the selection of Cummings & Carroll, P.C., as
independent auditors for DK for the fiscal year ending December 31,
2003;
4. To transact any other business, that may properly come before the
meeting in the discretion of the proxies or their subsidiaries.
Stockholders of record at the close of business on March 31, 2003, are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By order of the Board of Directors
Martin Mushkin , Secretary
Dated: April 10, 2003
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ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, IT IS REQUESTED THAT YOU PROMPTLY EXECUTE THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE THUS ENABLING DK TO AVOID
UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
DK INVESTORS, INC.
205 Lexington Avenue
New York, New York 10016
(212) 779-4233
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD May 7, 2003
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PROXY STATEMENT
DATED: April 10, 2003
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This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of DK Investors, Inc. ("DK") to be voted at the Annual
Meeting of Stockholders to be held on May 7, 2003, at 10:00 a.m. and at any
adjournment thereof, for the purposes set forth in the foregoing Notice of the
Meeting.
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the instructions contained thereon. If no choice or
other instructions are given, the proxy will be voted
FOR the election of each nominee as a Director,
FOR the approval of the continuation, without change, of the investment
advisory agreement between DK and Wells Fargo, N.A., and
FOR the ratification of the selection of Cummings & Carroll, P.C. as
independent auditors.
The proxy confers discretionary authority on the persons designated as
proxies to vote on other business, which may properly come before the Meeting.
No other business is currently contemplated. A stockholder may revoke his proxy
at any time before it is voted by filing with the Secretary of DK a written
notice revoking it, by delivering a duly executed proxy bearing a later date, or
by attending the meeting and voting in person.
The cost of the solicitation, including the printing and mailing of the
proxy materials, will be borne by DK. In addition to solicitations through the
mails, proxies may be solicited by officers and employees of DK, its investment
adviser, and its transfer agent, without additional compensation. Such
solicitations may be by telephone, e-mail or otherwise. DK will reimburse
brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket
expenses incurred by them in connection with forwarding solicitation material to
the beneficial owners of shares held of record by such persons.
Voting Securities and Voting Requirements
A quorum of shareholders is required to take action at the corporation's
annual meeting. A majority of the shares entitled to vote at each annual meeting
represented in person or by proxy, will constitute a quorum of shareholders at
that meeting. Votes cast by proxy or in person at each Annual Meeting will be
tabulated by the inspectors of election appointed for that Annual Meeting. The
inspectors of election will determine whether or not a quorum is present at the
Annual Meeting. The inspectors of election will treat abstentions and "broker
non-votes" as present for purposes of determining a quorum. As to shares held by
a broker a "non-vote" is shares held by brokers or nominees, typically in
"street name," as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter. For purposes of
determining the approval of the matters submitted for a vote of the
shareholders, abstentions and broker non-votes will have no effect. The details
of each proposal to be voted on by the shareholders and the vote required for
approval of each proposal are set forth under the description of each proposal
below. Those persons who were shareholders of record at the close of business on
March 31, 2003, will be entitled to one vote for each share held.
As of such date there were outstanding 1,175,717 shares of stock of DK,
each share being entitled to one vote.
Share Ownership
Based upon information provided by the Corporation's transfer agent and
the officers and directors of the Corporation, the following table sets forth,
as of March 31, 2003, all persons who beneficially owned more than 5% of the
Corporation's Common Stock and the number of shares of the Corporation's Common
Stock beneficially owned by all directors and officers of the Corporation as a
group.
Shares Held Both of Record
Name and Address or Beneficially % of Class
---------------- --------------- ----------
Trust for the benefit of Murray Nadler 354,532 30.16
and Murray Nadler, individually(1) (100 shares are owned of record by Murray
100 Sunrise Avenue Nadler, and 354,432 owned by the trust.
Palm Beach, Florida
E. Nadler Revocable Trust,(1)(2) 60,000 5.10
100 Sunrise Avenue
Elizabeth Nadler, Trustee
2
Trust created under the Will of Ann 127,000 10.80
Nadler(3)
c/o Gene Nadler
1050 Fifth Avenue
New York NY 10028
Francine Yellon(4) 97,928 8.83
525 West 235th Street.
Bronx, NY 10463
Sheila Nadler 90,656 7.71
15 West 72nd St.
New York, NY 10023
Mona T. Armistead 66,077 5.62
26169 Rancho Manuella Lane
Lose Altos Hills, CA 94022
Mary Alice T. Bodenhorst 63,303 5.38
111 Crestview Dr.
Abington, VA 24210
Officers and Directors as a Group(5) 137,900 11.73
(1) The trustees of the Trust for the benefit of Murray Nadler are
Murray's wife, Elizabeth Nadler, and their sons, Gene Nadler and Harry Nadler.
Gene Nadler and Harry Nadler are directors and officers of DK. Their individual
share holdings are listed below under Director nominees and not included in this
total.
(2) Effective in March, 2003, Elizabeth Nadler transferred all of the
60,000 shares owned by her to the E. Nadler Revocable Trust. She is the trustee
and principal beneficiary.
(3) The trustees of the Trust are Gene Nadler and Harry Nadler, both of
whom are directors of the corporation. Their individual holdings are listed
below under Director nominees and not included in this total.
(4) Includes 10,638 shares owned by Francine Yellon's husband, Leslie
Yellon. Francine Yellon is a director of the corporation.
(5) The shareholdings and interests of the Officers and Directors are
listed below.
3
History of the Corporation and Family Relationships
DK Investors, Inc. was founded in 1934 by the father of Murray Nadler, and Leon
Nadler. Glenn O. Thornhill became a major stockholder in the 1940s. DK became an
investment company in 1978.
Ann Nadler was the wife of Leon Nadler. Leon Nadler and Ann Nadler are deceased.
Sheila Nadler and Francine Yellon are the daughters of Leon and Ann Nadler.
Elizabeth Nadler is the wife of Murray Nadler. Gene Nadler and Harry Nadler are
the sons of Murray and Elizabeth Nadler. Francine Yellon, Gene Nadler, and Harry
Nadler are directors of the Corporation.
Mona T. Armistead, Mary Alice T. Bodenhorst, Joyce T. Bruns and Glenn O.
Thornhill, Jr. are the daughters and son of Glenn O. Thornhill. In November,
2001, the Estate of Glenn O. Thornhill, Jeffrey B. Bodenhorst, Executor,
distributed all of the 156,071 shares of the corporation then held by the estate
to the following people: Mona T. Armistead, 52,023 shares; Mary Alice T.
Bodenhorst, 52,024 shares; Bruns Living Trust, Robert E. Bruns, Trustee, 52,024
shares. As a result of these transfers, the Estate of Glenn O. Thornhill ceased
to be a stockholder of the corporation, and the named persons became holders, of
record or beneficially, of the shares distributed. Prior to the transfer, Ms.
Armistead, Ms. Bodenhorst and Mr. Thornhill were the holders, of record or
beneficially of other shares of the corporation. Those other shares are included
above.
1. ELECTION OF DIRECTORS
Each of the following named persons is a nominee for election as a director of
the Corporation until the next annual meeting of shareholders or until his or
her successor is elected and qualified. Each share is entitled to one vote.
The affirmative vote of a majority of the shares present and entitled to vote at
the Annual Meeting will be required to elect Board Members of the Corporation.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member if elected. However, should any nominee become unable or unwilling
to accept nomination for election, the proxies for each Fund will be voted for
one or more substitute nominees designated by the present Board.
The table below shows each nominee's age, principal occupations and other
principal business affiliations, the year in which each nominee was first
elected or appointed a Board Member and the number of common shares of the
Corporation which each nominee beneficially
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owned as of March 31, 2003 All of the nominees were last elected to the Board at
the 2002 annual meeting of shareholders. None of the Board Members is a director
of any other investment company.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
No. of Shares of
Corporation's
Has Served as a Common Stock Owned of
Principal Occupation Director Record, range of value,
Name Age During Past 5 Years Since and percent(1)
---- --- ------------------- ----- --------------
Harry Nadler(2)(3) 54 Real Estate Management Sales 1992 19,401
and Leasing; Spaceworks Real Over $100,000
Estate Services, Inc. 1.6%
Gene Nadler(2)(3) 51 Vice President, Solomon Smith 1992 20,226
Barney, Inc., investment Over $100,000
bankers 1.7%
Francine 74 Housewife 1996 97,928
Yellon(2)(3) Over $1 million
8.83%
Thomas B.Schulhof 55 President and Director of 1986 0
Quadriga Art, Inc.
Joseph Kell 84 Private Investor 1992 0
Angelo J. Balafas 77 Retired. Formerly Sr. 1992 345
Vice President, Chemical Under $10,000
Bank. .02%
Andrew Brucker 51 Attorney at Law 1993 0
5
(1) Based on 1,175,717 shares outstanding as of March 31, 2003.
(2) See shares owned by family members and trusts set forth under Share
Ownership above. Shares and percentage for Francine Yellon include 10,638 shares
owned by her husband. Shareholdings of Trusts listed under Share Ownership of
which Gene Nadler and Harry Nadler are Trustees are not listed in this chart.
(3) Harry Nadler, Gene Nadler, and Francine Nadler may be deemed "interested
persons" as defined in the Investment Company Act of 1940 as amended.
Attendance at Board Meetings and Directors Compensation
The Board held four regular meetings in 2002. Each Director was paid $500 for
each meeting he or she attended. The total fees paid to directors for attendance
at meetings in 2002 was $11,500. The fees paid to each director and their
attendance at the four meetings held during 2002 are as follows:
Gene Nadler 4 meetings $2,000 Andrew Brucker, Esq. 3 meetings $1,500
Harry Nadler 3 meetings $1,500 Joseph Kell 3 meetings $1,500
Francine Yellon 3 meetings $1,500 Thomas B. Schulhof 3 meetings $1,500
Angelo J. Balafas 4 meetings $2,000
Officers of the Corporation
The only officers of the Corporation are Gene Nadler, President, Harry Nadler,
Executive Vice President, and Martin Mushkin, Secretary. Messrs. Nadler have
served as officers of the corporation for more than five years. None receives
any compensation for serving in that capacity. Additional information regarding
them appears under Beneficial Owners, and Board Nominees and Directors above.
Mr. Mushkin has been a member of the firm of Pomeranz Gottlieb & Mushkin, LLC,
counsel to the corporation, since 1997. He has been an attorney at law since
1956. PGM received $25,935 in legal fees and expense reimbursements in 2002 from
the corporation.
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2. APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT WITH WELLS FARGO, N.A.
Selection of a New Investment Adviser and Custodian
As of June 6, 2001, Wells Fargo Bank, N.A. became the investment advisor to the
corporation. Prior thereto, JP Morgan Fleming Inc., successor in interest to
Chase Asset Management, Inc., had been the investment advisor to the
corporation. It resigned the account due to a change in policy as to the size of
the accounts it would advise.
At its meeting held on February , 2003, the Board of Directors recommended to
the shareholders that the investment advisory contract with Wells Fargo, N.A. be
renewed for the forthcoming year upon the same terms as the prior year. Under
the investment advisory agreement (the "Agreement"), Wells Fargo, N.A. will
furnish the Corporation investment advice, certain administrative, clerical,
bookkeeping, statistical services, and act as custodian of DK's assets. All
services provided the Corporation pursuant to the Agreement will be furnished
directly by Wells Fargo, N.A. The Agreement provides for Wells Fargo, N.A. to be
paid a fee on a monthly basis of .30% of the average daily net asset value of
the portfolio for the first $15 million, and .25% thereafter. This fee schedule
is guaranteed for five years (from June 6, 2001). The accounting method for
funds such as DK Investors is to account for principal and interest in separate
accounts. Wells Fargo's fee is calculated, collected and charged on a monthly
basis to the principal account of the Corporation as it has been in the past.
For 2002, $45,237 was paid to Wells Fargo, NA for investment advisory services.
The Board recommended the renewal of the contract since the fee schedule remains
competitive and the services were satisfactory.
Subject to prior termination as described below and subject to termination by
either party on thirty days written notice, the Advisor's Agreement shall
continue in force for one year from the date of the continuation of the
Agreement, and from year to year thereafter so long as such continuance after
that date (1) is specifically approved at least annually by a vote of the Board
of Directors of the Corporation, (2) including a majority of those directors who
are not parties to the Advisor's Agreement or "interested persons" (as that term
is defined under the Investment Company Act of 1940) of any such party; provided
in each case that votes by the Board of Directors are cast in person at a
meeting called for the purpose of voting such approval, and (3) by vote of a
majority of the outstanding voting securities of the Corporation,. The Agreement
provides that the contract will automatically terminate in the event of its
"assignment" as that term is defined under the Investment Company Act of 1940
and may be terminated by either party on thirty days written notice. The
discussion of the Agreement contained in this proxy statement does not purport
to be complete and is qualified in its entirety by reference to the Agreement, a
copy of which is available from the corporation.
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Information about Wells Fargo Bank N.A.
Wells Fargo Bank, N.A. is a subsidiary of Wells Fargo & Company. Wells Fargo &
Company, the parent of Wells Fargo Bank, N.A., is a diversified financial
services company organized under the laws of Delaware and registered as a bank
holding company and as a financial holding company. Based on assets, as of
December 31, 2002, it was one of the largest bank holding companies in the
United States. The parent is a public company the reports of which can be found
on the EDGAR website of the Securities and Exchange Commission. The parent has
its principal place of business at: 420 Montgomery St, Sixth & Marquette, San
Francisco, CA 94163. The office of Wells Fargo, N.A. which manages the account
is located at 301 University Avenue, Ste 301, Palo Alto, California 94301.
Wells Fargo does not manage any other investment company with similar investment
objectives.
The Chief Executive Officer and each director of Wells Fargo & Company, their
addresses, and their principal occupations are as follows:
RICHARD M. KOVACEVICH Mr. Kovacevich, 59, has served as president and
chief executive officer of the Company since
November 1998, and also became chairman in
April 2001. From January 1993 to November 1998,
he served as chief executive officer of the
former Norwest. During that time he also served
as president through January 1997 and as
chairman from May 1995 to November 1998. Mr.
Kovacevich also serves as a director of
Cargill, Incorporated and Target Corporation.
Mr. Kovacevich became a director of the former
Norwest in 1986.
J. A. BLANCHARD III Mr. Blanchard, 60, served as chairman and chief
executive officer of eFunds Corporation in
Scottsdale, Arizona, from June 2000 through
September 2002 and retired as of December 31,
2002. He also served as chairman, president,
and chief executive officer of Deluxe
Corporation from May 1995 until December 2000.
eFunds Corporation, a spin-off corporation of
Deluxe Corporation, offers electronic payment,
payment protection, and related professional
services to the financial and retail
industries. Mr. Blanchard is also a director of
ADC Telecommunications Inc. He became a
director of the former Norwest in 1996.
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SUSAN E. ENGEL Ms. Engel, 56, has been chairwoman, chief
executive officer, and a director of Department
56, Inc., a designer and marketer of
collectibles and specialty giftware in Eden
Prairie, Minnesota, since November 1996. Ms.
Engel also serves as a director of SUPERVALU
INC. She became a director of the former
Norwest in 1998.
ENRIQUE HERNANDEZ, JR. Mr. Hernandez, 47, has been chairman,
president, chief executive officer, and a
director of Inter-Con Security Systems, Inc., a
provider of high-level security services and
systems to government, utilities and industrial
customers in Pasadena, California, since 1984.
Mr. Hernandez is also a director of McDonald"s
Corporation and Tribune Company and the
Presiding Director of Nordstrom, Inc. He became
a director of the Company in January 2003.
ROBERT L. JOSS Mr. Joss, 61, became Philip H. Knight professor
and dean of the Graduate School of Business at
Stanford University, Palo Alto, California, in
September 1999. From 1993 to 1999, he served as
chief executive officer and managing director
of Westpac Banking Corporation, Australia's
second largest banking organization. Prior to
joining Westpac, Mr. Joss held a variety of
positions at Wells Fargo Bank, N.A., including
vice chairman from 1986 to 1993. He is also a
director of BEA Systems, Inc. and E.piphany,
Inc. Mr. Joss became a director of the Company
in 1999.
REATHA CLARK KING Dr. King, 64, became chairwoman of the Board of
Trustees of the General Mills Foundation, a
corporate foundation in Minneapolis, Minnesota,
in June 2002. Prior to that date, she served as
president and executive director of the General
Mills Foundation from November 1988 to May
2002. She also served as vice president of
General Mills, Inc., with responsibility for
its citizenship programs. She is a director of
Department 56, Inc., Exxon Mobil Corporation,
H.B. Fuller Company, and Minnesota Mutual
Companies, Inc. Dr. King became a director of
the former Norwest in 1986.
RICHARD D. MCCORMICK Mr. McCormick, 62, served as chairman of the
board of U S WEST, Inc., a telecommunications
and data networking company in Denver,
Colorado, from June 1998 until his retirement
in 1999.
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From May 1992 to June 1998, he had been
chairman, president, and chief executive
officer of U S WEST, Inc. Mr. McCormick also
serves as a director of Health Trio, Inc.,
United Airlines Corporation, and United
Technologies Corporation. He became a director
of the former Norwest in 1983.
CYNTHIA H. MILLIGAN Ms. Milligan, 56, has served as dean of the
College of Business Administration at the
University of Nebraska-Lincoln since June 1998.
From March 1991 to May 1998, she was president
and chief executive officer of Cynthia Milligan
& Associates in Lincoln, Nebraska, a consulting
firm to financial institutions. Ms. Milligan
also serves as a director of Calvert Funds and
Raven Industries, Inc. She became a director of
the former Norwest in 1992.
BENJAMIN F. MONTOYA Mr. Montoya, 67, became chief executive officer
and a director of Smart Systems Technologies,
Inc., a home automation and energy management
systems company, in Albuquerque, New Mexico, in
June 2001. He served as chairman and chief
executive officer of Public Service Company of
New Mexico from June 2000 until his retirement
in October 2000. From 1993 until June 2000, he
had been president and chief executive officer
of Public Service Company of New Mexico, and
beginning in June 1999, also served as chairman
of the board. He is also a director of Brown
and Caldwell, The Environmental Company, and
Jacobs Engineering Group, Inc. Mr. Montoya
became a director of the former Norwest in
1996.
PHILIP J. QUIGLEY Mr. Quigley, 60, served as chairman, president,
and chief executive officer of Pacific Telesis
Group, a telecommunications holding company in
San Francisco, California, from April 1994
until his retirement in December 1997. He also
serves as a director of SRI International,
Nuance Communications, Inc., and Vina
Technologies, Inc. and as an advisory director
of Thomas Weisel Partners LLC. Mr. Quigley
became a director of the former Wells Fargo in
1994.
DONALD B. RICE Mr. Rice, 63, has been president, chief
executive officer, and a director of Agensys,
Inc. (formerly UroGenesys, Inc.), a
biotechnology research and development company
in Santa Monica, California, since December
1996, and chairman of the board since February
2002. He is also a director and serves as
chairman of the board of Scios, Inc., and as a
director of Amgen
10
Inc., Vulcan Materials Company, and Unocal
Corporation. Mr. Rice served as a director of
the former Wells Fargo from 1980 to 1989, and
rejoined the board of the former Wells Fargo in
1993.
JUDITH M. RUNSTAD Ms. Runstad, 58, is of counsel to Foster Pepper
& Shefelman PLLC, a law firm in Seattle,
Washington, and was a partner of the firm from
April 1979 to January 1997. She specializes in
real estate development, land use, and
environmental law. She is also a director of
SAFECO Corporation and Potlatch Corporation.
Ms. Runstad became a director of the former
Wells Fargo in 1998.
SUSAN G. SWENSON Ms. Swenson, 54, has served as president and
chief operating officer and a director of Leap
Wireless International, Inc., a wireless
communications carrier in San Diego,
California, since July 1999. From March 1994 to
July 1999, she was president and chief
executive officer of Cellular One, a cellular
telecommunications company in South San
Francisco, California. She is also a director
of General Magic, Inc. and Palm, Inc. Ms.
Swenson became a director of the former Wells
Fargo in 1994.
MICHAEL W. WRIGHT Mr. Wright, 64, served as chairman, president,
and chief executive officer of SUPERVALU INC.,
a food distributor and retailer headquartered
in Minneapolis, Minnesota, from June 1981 until
June 2000, and as chairman and chief executive
officer until June 2001 when he retired as
chief executive officer. Mr. Wright retired as
chairman and as a director of SUPERVALU INC. in
June 2002. He is also a director of Canadian
Pacific Railway Company, Cargill, Incorporated,
Honeywell International Inc., and S. C. Johnson
& Son, Inc. Mr. Wright became a director of the
former Norwest in 1991.
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The Professionals Who Manage the Account
The individuals who will be the principal advisers to the Company in regard to
its portfolio are:
Timothy J. Leach Mr. Leach is Executive Vice President and Chief
Investment Officer of Wells Fargo. He has
served as Chief Investment Officer since May of
1999. He is responsible for establishing
investment policy for over 1300 investment
professionals across 24 states, administering a
total of $120 billion of client assets. In
addition, Mr. Leach has direct oversight of the
investment strategy and process for investment
professionals with discretionary management of
over 60,000 client accounts totaling over $52
billion. Prior to rejoining Wells Fargo in 199,
Mr. Leach was President and Chief Investment
Officer of ABN Amro Asset Management, Inc., the
US investment management subsidiary of the
Dutch global bank, ABN Amro. As CIO, Mr. Leach
had oversight of 80 investment professionals
managing $8 billion of client assets. In
addition, Mr. Leach was the Chairman of the
Board of the $3.5 billion ABN Amro Fund mutual
fund complex. From 1977 through 1994 Mr. Leach
held various asset management positions with
Wells Fargo Bank and a predecessor division
within Bank of America.
Alan R. Adelman Alan Adelman is Executive Vice President and
Chief Investment Strategist of Wells Fargo's
Private Client Services which administers more
than $133 billion in assets, including $60
billion actively managed assets for high
net-worth investors. In this position, he
provides investment strategy for some 220
portfolio managers, 1200 registered
representatives, 600 personal trust officers
and 150 private bankers throughout PCS. He also
manages investment professionals in Western
Locations from Alaska to Texas and he is the
Chief Investment Officer for Well Fargo's
off-shore trust company. Mr. Adleman joined
Wells Fargo in October 2000. Prior to coming to
the company, he worked at First Union Bank.
From 1994 to 1997, Adelman served as CEO and
President of Analytic-TSA Global Asset
Management, a United Asset Management firm
based in Los Angeles and London. Before that,
he was the Chief Investment Officer of First
Interstate Bank of California's Investment
Management Division.
Richard L. Holbrook Mr. Holbrook is a Senior Portfolio Manager in
the Private Client Services Division in the
Palo Alto office of Wells Fargo Bank. Rick
joined the firm in 1998. He focuses on helping
clients achieve their financial objectives,
creating and managing investment portfolios
designed to meet client goals. Prior to joining
Wells Fargo, Rick served
12
as the Global Asset Allocation Investment
Strategist for high net worth clients at
Montgomery Asset Management, based in San
Francisco, California. Rick began his
investment career at Bailard, Biehl & Kaiser,
in San Mateo, California in 1979. During his 17
year tenure there, he served as co-director of
Global Asset Allocation strategy, directing the
investment strategies for over $1 billion under
management for BB&K's high net worth private
clients. He commenced advising DK Investors,
Inc. in the summer of 2001.
Required Vote
Approval of the Advisor's Agreement will require the affirmative vote of a
majority of the outstanding voting securities of the Company. Management
recommends a vote "FOR" approval of the Advisor's Agreement.
3. APPROVAL OF CUMMINGS & CARROLL, P.C. AS INDEPENDENT AUDITORS
The members of the Board who are not "interested persons" of the Corporation
have unanimously selected Cummings & Carroll, P.C., independent public
accountants, as independent auditors, to audit the books and records for the
Corporation for its current fiscal year. Cummings & Carroll, P.C. has served the
Corporation in this capacity since before it became an investment company in
1978. It has no direct or indirect financial interest in the Corporation except
as independent auditors. The selection of Cummings & Carroll, P.C., as
independent auditors of the Corporation is being submitted to the shareholders
for ratification, which requires the affirmative vote of a majority of the
shares of the Corporation present and entitled to vote on the matter. A
representative of Cummings & Carroll, P.C. is expected to be present at the
Annual Meetings and will be available to respond to any appropriate questions
raised at the Annual Meeting and to make a statement if he or she wishes.
Cummings & Carroll, P.C. is located at 175 Great Neck Road, Great Neck, NY
11021.
Audit Fees
The aggregate fees billed for professional services rendered for the audit of
DK's annual financial statements for the most recent fiscal year and the review
of the Corporation's semi-annual financial statement was $13,000. No other fees
were paid to Cummings & Carroll for 2002.
The board unanimously recommends that shareholders vote for the ratification of
the selection of Cummings & Carroll, P.C. as independent auditors.
13
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Corporation. Additional
solicitation may be made by letter, telephone or telegraph by officers of the
Corporation, by officers or employees of Wells Fargo, N.A., or by dealers and
their representatives.
FISCAL YEAR
The fiscal year end of the Corporation is December 31.
ANNUAL REPORT DELIVERY
The annual reports was sent to shareholders of record of the Corporation on or
about March 4, 2003. THE CORPORATION WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT AND/OR SEMI-ANNUAL REPORT AS AVAILABLE UPON REQUEST. SUCH WRITTEN
OR ORAL REQUESTS SHOULD BE DIRECTED TO THE CORPORATION AT 205 LEXINGTON AVENUE,
NEW YORK, NY 10016-6022 OR BY CALLING 212-779-4233. The Corporation's annual
report has been filed electronically with the Securities and Exchange Commission
and can be viewed on the SEC's EDGAR website.
GENERAL
Management does not intend to present and does not have reason to believe that
any other items of business will be presented at the Corporation's Annual
Meeting. However, if other matters are properly presented to the Annual Meeting
for a vote, the proxies will be voted by the persons acting under the proxies
upon such matters in accordance with their judgment of the best interests of the
Corporation.
A list of shareholders entitled to be present and to vote at the Corporation's
Annual Meeting will be available at the offices of the Corporation, 205
Lexington Ave., New York, NY 10016-6022 for inspection by any shareholder during
regular business hours for ten days prior to the date of that Annual Meeting.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Martin Mushkin, Corporate Secretary
14
ANNUAL MEETING OF STOCKHOLDERS OF
DK INVESTORS, INC.
May 7, 2003
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach and mail in the envelope provided.
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE. |X|
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1. Election of Directors:
NOMINEES:
|_| FOR ALL NOMINEES ( ) Francine Yellon
( ) Andrew Brucker
|_| WITHHOLD AUTHORITY ( ) Thomas B. Schulhof
FOR ALL NOMINEES ( ) Harry Nadler
( ) Gene Nadler
|_| FOR ALL EXCEPT ( ) Joseph Kell
(See instructions below) ( ) Angelo Balafas
To consider and act upon a proposal to: FOR AGAINST ABSTAIN
2. Approve the renewal of the Investment
Advisor's Agreement between the Company and
the Wells Fargo Bank, N.A. |_| |_| |_|
3. Approve the retention of Cummings & Carroll,
P.C. as the Company's independent auditors: |_| |_| |_|
4 Upon such other business as may come before
the said meeting or any adjustments
therefor:
A majority of the proxies may exercise all powers granted hereunder, and if,
only one of the proxies shall be present, he may exercise all the powers granted
hereunder.
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: |X|
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To change the address on your account, please check the box at right
and indicate your new address in the address space above. Please note |_|
that changes to the registered name(s) on the account may not be
submitted via this method.
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Signature of Stockholder _______________________________ Date: _________________
Signature of Stockholder _______________________________ Date: _________________
Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name by
authorized person.
DK INVESTORS, INC.
Proxy Solicited by Management for Annual Meeting of Stockholders
May 7, 2003
The undersigned stockholder of DK Investors, Inc. hereby appoints Thomas B.
Schulhof, Gene Nadler and Martin Mushkin and each of them, the lawful attorneys
and proxies of the undersigned, with full power of substitution, and revocation
to each of them for and in the name of the undersigned to vote all the shares of
stock of the Company which the undersigned may be entitled to vote, with all the
powers which the undersigned would possess if personally present at the Annual
Meeting of Stockholders of the Company to be held at 205 Lexington Avenue, 16th
Floor, New York, NY on May 7, 2003 at 10:00 a.m. and any adjournment of such
meeting, on the following matters:
(Continued and to be signed on the reverse side)