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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
VALOR INVESTMENT FUND, INC.
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(Name of Registrant as Specified in Its Charter)
[COMPANY NAME]
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(Name of Person(s) Filing Proxy Statement, if other than the 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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Valor Investment Fund, Inc.
PROXY STATEMENT October 21, 1997 2290 First National Bldg.
Detroit, Michigan 48226
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Valor Investment Fund, Inc., a Michigan
corporation (sometimes hereinafter referred to as the "Company"), for use at
the Annual Meeting of the Shareholders of the Company to be held at 222
Lakeview Avenue, Suite 800, West Palm Beach, Florida 33401 on November 6, 1997,
at 10:15 a.m., Eastern Standard Time, and at any adjournments thereof.
Any shareholder executing and delivering the enclosed proxy has power,
if he or she so elects, to revoke the same and the authority given thereby at
any time prior to the exercise of such authority. The giving of the proxy does
not affect the right to vote in person if the shareholder should attend the
meeting.
Only shareholders of record at the close of business on October 21,
1997, on which date there were issued and outstanding 883,525 shares of $1.00
par value Common Stock, will be entitled to vote at the meeting or any
adjournment thereof. Each share is entitled to one vote on all matters coming
before the meeting. Shares cannot be voted at the meeting unless the holder is
present in person or represented by proxy. This Proxy Statement is first being
mailed to shareholders on or about October 23, 1997.
<PAGE> 3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
HOLDERS AND MANAGEMENT
The following table sets forth information concerning the ownership of
the Company's Common Stock for each person beneficially owning more than 5% of
the Common Stock, for each director or nominee for election as a director of
the Company and for all officers, directors and nominees as a group.
<TABLE>
<CAPTION>
Amount
Beneficially
Title of Name and Address Owned at Percent
Class of Beneficial Owner October 21, 1997(1) of Class
- ------- ------------------- ------------------- --------
<S> <C> <C> <C>
Common Stock William B. Klinsky 167,918 19.0%
4531 Bocaire Boulevard
Boca Raton, Florida 33487
Common Stock Constance S. Klinsky Trust (2) 168,355 19.1%
(same address as above)
Common Stock Richard M. Klinsky (3) 47,957 5.4%
(same address as above)
Common Stock Steven Klinsky (3) 47,957 5.4%
(same address as above)
Common Stock Ernest J. Schwartz and 152,002 17.2%
Edith Schwartz, his wife
3455 E. Rochelle
Las Vegas, Nevada 89121
Common Stock Ernest J. Schwartz (4) 180,185 20.4%
(same address as above)
Common Stock Mark B. Schwartz (4) 50,000 5.7%
(same address as above)
Common Stock Ronald H. Schwartz (4) 50,000 5.7%
(same address as above)
Common Stock William L. Jiler 0 --
4132 Bocaire Boulevard
Boca Raton, Florida 33487
Common Stock Walter Sloane 0 --
4156 Bocaire Boulevard
Boca Raton, Florida 33487
</TABLE>
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<PAGE> 4
<TABLE>
<S> <C> <C> <C>
Common Stock All Officers, Directors
and Nominees as a Group
(4 Persons) 764,824 86.6%
</TABLE>
(1) Named shareholders have sole voting power and sole investment power.
(2) Mrs. Constance Klinsky passed away in May, 1996. Mr. William B.
Klinsky, as trustee of the Constance S. Klinsky Trust, has voting
power over the shares held by the trust.
(3) William B. Klinsky is the father of Richard and Steven Klinsky.
(4) Ernest J. Schwartz is the father of Ronald and Mark Schwartz.
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<PAGE> 5
ELECTION OF DIRECTORS
Four directors will be elected at the annual meeting, each to hold
office until the next Annual Meeting of Shareholders, or until a successor is
elected and qualified. The following table sets forth information regarding
the four nominees for election. Proxies will be voted for the election of such
nominees. If, as a result of circumstances not now known or foreseen, any of
such nominees shall be unavailable to serve as a director, proxies will be
voted for election of such other person as Management may select.
<TABLE>
<CAPTION>
Name
Year First Elected
Director Age Principal Occupation
- ------------------ --- ----------------------------------------
<S> <C> <C>
*William B. Klinsky (1) 70 President of the Company
1968
*Ernest J. Schwartz (1) 74 Vice President, Secretary and
1968 Treasurer of the Company
William L. Jiler 71 Retired
1991
Walter Sloane 71 Retired
1991
</TABLE>
* "Interested person" pursuant to section 2(a)(19) of the Investment
Company Act of 1940 by virtue of being an officer, director and an
owner of more than 5% of the outstanding Common Stock of the Company.
(1) Mr. Klinsky and Mr. Schwartz are brothers-in-law.
The Company has no audit, nominating or compensation committee.
During the fiscal year ended July 31, 1997, the directors will have held one
meeting in addition to taking numerous actions by unanimous consent.
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<PAGE> 6
COMPENSATION OF AND OTHER INFORMATION
ABOUT EXECUTIVE OFFICERS AND DIRECTORS
The Company paid no cash compensation to its executive officers as a
group (2 persons) for the fiscal year ended July 31, 1997.
The standard arrangement for remuneration of directors is as follows:
officers of the Company who are directors do not receive any remuneration for
services as a director. Each outside director of the Company receives a
stipend of $500 for attendance at a directors' meeting.
The executive officers of the Company, Messrs. William B. Klinsky and
Ernest J. Schwartz, are appointed by the Board of Directors and serve until the
next annual meeting of shareholders.
RATIFICATION OF THE APPOINTMENT BY THE BOARD OF DIRECTORS OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected Deloitte & Touche LLP to serve as its
independent public accountants for the fiscal year commencing August 1, 1997
and ending July 31, 1998. Deloitte & Touche LLP also served as the Company's
principal accountants during the fiscal year ended July 31, 1997. Unless
otherwise directed, the Proxy will be voted to ratify and approve such
appointment. The firm has advised the Company that it will have a
representative present at the annual meeting. The representative will have an
opportunity to make a statement if he desires to do so and will be available to
respond to appropriate questions.
EXPENSES OF SOLICITATION
The Company will bear the expense of preparing and mailing this proxy
material. Solicitation of proxies will be by mail, except that directors,
officers and regular employees of the Company may make solicitations of proxies
by telephone, telegram or by personal calls. In addition, the Company may
reimburse brokerage houses, custodians, nominees and fiduciaries for their
reasonable charges and expenses in forwarding proxy and proxy material to
principals and obtaining their proxies.
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<PAGE> 7
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
The only matters which Management intends to present at the meeting
are set forth in the Notice to Shareholders. Management knows of no other
matters which will be brought before the meeting by any other person. However,
if any other matters shall properly come before the meeting, it is the
intention of the persons named in the enclosed form of proxy to vote such proxy
in accordance with their best judgment on such matters. The meeting may
receive and record reports of the officers of the Company. No action is
contemplated to be taken on these reports.
A shareholder proposal which is intended to be presented at the 1998
Annual Meeting of Shareholders must be received by the Company at its principal
executive offices, 2290 First National Building, Detroit, Michigan 48226, by
June 9, 1998.
REQUEST TO SHAREHOLDERS
Each shareholder is requested to promptly execute and return the
enclosed proxy. No postage is required if mailed in the United States.
By Order of the Board of Directors,
/S/ Ernest J. Schwartz
-------------------------------------
ERNEST J. SCHWARTZ
Secretary
Dated: October 21, 1997
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PROXY
VALOR INVESTMENT FUND, INC.
DETROIT, MICHIGAN
I, the undersigned, do hereby appoint William B. Klinsky and Ernest J.
Schwartz, and each of them, with power of substitution in each, as my attorneys
or attorney for me and in my name to represent and vote all of my shares in
VALOR INVESTMENT FUND, INC. at the Annual Meeting of the Shareholders of said
Company, to be held on November 6, 1997, at 222 Lakeview Avenue, Suite 800,
West Palm Beach, Florida 33401 at 10:15 a.m., Eastern Standard Time, or at any
adjournments of said meeting.
The proxies are authorized to vote with respect to the following matters:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
DIRECTION IS GIVEN BELOW, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
FOR THE FOUR NOMINEES NAMED BELOW AND FOR ITEM 2.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to the to vote for all nominees
contrary below) listed below
William B. Klinsky, Ernest J. Schwartz,
Walter J. Sloane and William L. Jiler
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided below:
_________________________________________
2. PROPOSAL TO RATIFY AND APPROVE DELOITTE & TOUCHE LLP as the
independent auditors of the Company for the fiscal year ending
July 31, 1998.
/ / FOR / / AGAINST / / ABSTAIN
3. Any other matters properly coming before the meeting or any
adjournment thereof.
(Please use other side for signature)
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF VALOR INVESTMENT FUND, INC.
<PAGE> 9
Receipt of the Notice of the Meeting and accompanying Proxy Statement is
hereby acknowledged.
Dated: _________________, 1997
______________________________
(Signature(s))
__________________________________
Kindly date and sign this Proxy and mail it at once in the accompanying
addressed envelope.
When signing as attorney, executor, administrator, personal representative,
trustee, or guardian, please give full title as such. If the signer is a
corporation, sign the full corporate name by duly authorized officer and affix
the corporate seal.
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