<PAGE> 1
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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(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.:
- --------------------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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<PAGE> 2
VALOR INVESTMENT FUND, INC.
2290 FIRST NATIONAL BUILDING
DETROIT, MICHIGAN 48226
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 10, 1998
-------------
That the Annual Meeting of Shareholders of Valor Investment Fund, Inc. (the
"Company") will be held at 222 Lakeview Avenue, Suite 800, West Palm Beach,
Florida, on Tuesday, November 10, 1998, at 10:15 a.m. local time, for the
purposes of:
1. Electing four directors to serve until the 1999 Annual Meeting
of Shareholders;
2. To consider and act upon a proposal to ratify and approve
Deloitte & Touche LLP as the independent auditors of the
Company for the current fiscal year ending on July 31, 1999;
and
3. Transacting such other business as may properly come before
the meeting or any adjournment thereof.
You are invited to attend the meeting. However, if you do not expect to
attend in person, you are urged to sign and return immediately the enclosed
proxy which is solicited by the Board of Directors. A postage-paid envelope is
enclosed for your use in returning the proxy. The proxy is revocable and will
not affect your right to vote in person if you attend the meeting.
By: Order of the Board of Directors,
/S/ ERNEST J. SCHWARTZ
----------------------------------
ERNEST J. SCHWARTZ
Secretary
Detroit, Michigan
October 23, 1998
<PAGE> 3
Valor Investment Fund, Inc.
PROXY STATEMENT October 23, 1998 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 10, 1998, 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 proxy and the authority given by it 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 23,
1998 will be entitled to vote at the meeting or any adjournment thereof. On such
date there were issued and outstanding 883,525 shares of $1.00 par value Common
Stock. 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 26, 1998.
<PAGE> 4
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 23, 1998(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
1815 Mt. Carmel
Las Vegas, Nevada 89123
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
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
Amount
Beneficially
Title of Name and Address Owned at Percent
Class of Beneficial Owner October 23, 1998(1) of Class
- ------- ------------------- ------------------- --------
<S> <C> <C> <C>
Common Stock Walter Sloane 0 --
4156 Bocaire Boulevard
Boca Raton, Florida 33487
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.
3
<PAGE> 6
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.
Name
Year First Elected
Director Age Principal Occupation
- ------------------ --- --------------------
William B. Klinsky* 71 President of the Company
1968
Ernest J. Schwartz* 75 Vice President, Secretary and
1968 Treasurer of the Company
William L. Jiler 73 Retired
1991
Walter Sloane 72 Retired
1991
* Mr. Klinsky and Mr. Schwartz are each an "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. 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, 1998, the directors will have held two meetings
in addition to taking numerous actions by unanimous consent.
4
<PAGE> 7
COMPENSATION OF AND OTHER INFORMATION
ABOUT EXECUTIVE OFFICERS AND DIRECTORS
The Company did not pay any cash compensation to its executive officers
for the fiscal year ended July 31, 1998.
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, 1998 and
ending July 31, 1999. Deloitte & Touche LLP also served as the Company's
principal accountants during the fiscal year ended July 31, 1998. 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.
5
<PAGE> 8
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 considered for inclusion
in the Company's proxy statement and proxy for presentation at the 1999 Annual
Meeting of Shareholders must be received by the Company at its principal
executive offices, 2290 First National Building, Detroit, Michigan 48226, by
June 25, 1999.
A shareholder proposal that is intended to be presented at the
Company's 1999 Annual Meeting of Shareholders, but is not intended to be
considered for inclusion in the Company's proxy statement and proxy related to
that meeting, must be received by the Company at its principal executive
offices, 2290 First National Building, Detroit, Michigan 48226, by September 11,
1999. If the Company does not have notice of the matter by that date, the
Company's form of proxy in connection with that meeting may confer discretionary
authority to vote on that matter, and the persons named in the Company's form of
proxy will vote the shares represented by such proxies in accordance with their
best judgment.
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 23, 1998
6
<PAGE> 9
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 10, 1998, 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
contrary below) nominees 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, 1999.
/ / 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> 10
Receipt of the Notice of the Meeting and accompanying Proxy Statement
is hereby acknowledged.
Dated:_____________, 1998 ______________________________
(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.
