<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
DK INVESTORS, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
(4) Date Filed:
<PAGE> 2
DK INVESTORS, INC.
333 SEVENTH AVENUE
NEW YORK, NEW YORK 10011
(212) 239-7979
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of DK Investors, Inc. ("DK") will be held at the offices of the
Corporation at 333 Seventh Avenue, New York, New York at 10:00 a.m.
on Wednesday, May 8, 1996 for the following purposes:
1. To elect nine 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 of an investment
advisory agreement between DK and The Portfolio Group, Inc.,
subsidiary of Chemical Bank;
3. To ratify or reject the selection of Cummings & Carroll, P.C.
as independent auditors for DK for the fiscal year ending
December 31, 1996;
4. To transact any other business, not currently contemplated,
that may properly come before the meeting in the discretion of
the proxies or their subsidiaries.
<PAGE> 3
Stockholders of record at the close of business on March 31, 1996, are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By order of the Board of Directors
THOMAS B. SCHULHOF, Secretary
Mailing Date: April 1, 1996
________________________________________________________________________________
Whether or not you expect to attend the meeting, it is requested that you
promptly execute the enclosed proxy and return same in the enclosed envelope
thus enabling DK to avoid unnecessary expense and delay. No postage is required
if mailed in the United States.
<PAGE> 4
DK INVESTORS, INC.
333 Seventh Avenue
New York, New York 10001
(212) 239-7979
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD May 8, 1996
_________________________________________________________________
PROXY STATEMENT
DATED April 1, 1996
_________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by management of DK Investors, Inc. ("DK")
for use at the Annual Meeting of Stockholders to be held May 8,
1996, at 10:00 a.m., at the offices of the Corporation, 333 Seventh
Avenue, New York, New York 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; as to
the proposals for which no instructions are given, such proxy will
be voted for the election of Directors and in favor of the
particular proposals. The proxy confers discretionary authority on
the persons designated therein to vote on other business, not
currently contemplated, which may come before the Meeting. A
stockholder may revoke his proxy at any time prior to use by filing
with the Secretary of DK an instrument revoking it, a proxy bearing
a later date, or by attending and voting at the Meeting.
<PAGE> 5
Stockholders who do not plan to attend are requested to return their proxies
promptly.
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, telegram 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.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Directors has fixed the close of business on March 31,
1996, as the record date for the determination of the stockholders entitled to
notice of and to vote at the Annual Meeting of Stockholders or any adjournment
thereof. As of such date there were outstanding 1,175,667 shares of stock of DK,
each share being entitled to one vote. No person is known to own beneficially or
to hold of record 5% or more of the outstanding shares of DK, except Murray
Nadler, the Estate of Ann Nadler and
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<PAGE> 6
Glenn O. Thornhill, whose holdings are more fully described later
in this Proxy Statement.
VOTING SECURITIES
All matters proposed to come before the Annual Meeting will require the
affirmative vote of a majority of the outstanding voting securities of the
Corporation, which is defined under the Investment Company Act of 1940, as
amended, as: (i) 67% or more of the voting securities present at the
shareholders' meeting, if the holders of more than 50% of the outstanding voting
securities of the Corporation are present or represented by proxy at the
meeting; or (ii) more than 50% of the outstanding voting securities of the
Corporation, whichever is less.
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, 1996, all persons who beneficially owned more than 10% 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:
3
<PAGE> 7
<TABLE>
<CAPTION>
Shares held both
of record % of
Name and Address of Beneficially Class
- ---------------- ---------------- -----
<S> <C> <C>
Murray Nadler 354,532 30.66
100 Sunrise Avenue (100 owned of record;
Palm Beach, Florida 354,432 owned by trust
in whic( Murray Nadler,
Elizabeth Nadler and
Joseph Pomeranz are
trustees)
*Estate of Ann Nadler 340,962 29
(all owned of
record)
Glenn O. Thornhill 156,076 13.27
Stonewall Forest (all owned of
record)
Officers and 891,197 75.80
Directors as a Group
</TABLE>
* Gene and Harry Nadler are sons of Murray Nadler.
** Ann Nadler, a former board member died January 11, 1996.
In addition to those named above:
20,226 shares are owned by urray Nadler's son, Gene as his separate
property. Gene Nadler is the President of DK Investors, Inc. and a director.
19,401 shares are owned by Murray Nadler's on, Harry, as his separate
property. Harry Nadler is a director of DK Investors, Inc.
20,043 shares are owned by Francine Yellon, the daughter of Ann Nadler,
as her separate property.
20,043 shares are owned by Sheila Nadler, Ann Nadler's daughter, as her
separate property.
10,638 shares are owned by Leslie Yellon, who is Francine Yellon's
husband, as his separate property.
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<PAGE> 8
6,872 shares are owned by Debra Yellon, daughter of Francine Yellon, as
her separate property.
6,872 shares are owned by Irene Lipson, daughter of Francine Yellon, as
her separate property.
Mona T. Armistead, daughter of Glenn O. Thornhill, as custodian under
the Uniform Gifts to Minors Act for her son, Clay Armistead owns 42 shares as
the separate property of each said child.
Robert Armistead III, a grandson of Glenn O. Thornhill, owns 31 shares
as his separate property and Wade O. Armistead, also a grandson of Glenn O.
Thornhill, Sr. owns 42 shares as his separate property.
Mona T. Armistead, a daughter of Glenn O. Thornhill, as custodian under
the Virginia Uniform Gifts to Minors Act owns 1100 shares on behalf of Robert
Ashley Armistead and 1100 shares on behalf of Wade Owen Armistead.
Robert A. Armistead, husband, of Mona T. Armistead owns 572 shares as
his separate property.
Mary Alice Bodenhorst, daughter of Glenn O. Thornhill owns 11 shares as
custodian for the benefit of each of her children, Jeoffrey B. Bodenhorst, Jr.,
Lisa M. Bodenhorst, and Mona B. Bodenhorst.
Mona T. Armistead and Robert A. Armistead, Trustees of a family trust
dated January 24, 1985, own 10,606 shares.
Mary Alice T. Bodenhorst, Glen O. Thornhill's daughter, as her separate
property, owns 10,780 shares.
Mary Alice T. Bodenhorst and Telfourd H. Kemper are co- trustees of a
trust owning 466 shares, of which Glenn O. Thornhill is the beneficiary.
Jonathan Clay Bruns, grandson of Glenn O. Thornhill, as his separate
property, owns 1,608 shares.
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<PAGE> 9
Joyce T. Bruns, daughter of Glenn O. Thornhill owns 1,100 shares as her
separate property.
Wyatt Nelson Thornhill, a grandson of Glenn O. Thornhill owns 1150
shares as his separate property.
Christine H. Thornhill, a granddaughter of Glenn O. Thornhill, owns
1616 shares as her separate property.
Joanne B. Thornhill, as custodian under the Virginia Uniform Gifts to
Minors Act owns 500 shares for the benefit of David T. Thornhill and 549 shares
for the benefit of Kelly L. Thornhill.
Glenn O. Thornhill, III, a grandson of Glenn O. Thornhill owns 466
shares as his separate property.
Robert E. Bruns, Jr., grandson of Glenn O. Thornhill as his separate
property , owns 1608 shares.
Glenn O. Thornhill, Jr. is a co-trustee with various others of trusts
for the benefit of Glenn O. Thornhill. Said trusts own a total of 5,589 shares.
The following additional relatives of Glenn O. Thornhill, Sr. also own
shares as their separate property:
Geneva Thornhill 5 shares
Joanne Thornhill 5 shares
Lorraine W. Thornhill 5 shares
Laura P. Thornhill,
Custodian f/b/o
Laura G. Thornhill 18 shares
Suzanne P. Thornhill 5 shares
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<PAGE> 10
March 31, 1996 has been fixed as the record date for the determination
of shareholders entitled to notice of and to vote at the meeting and at any
adjournments thereof. Only shareholders of record on that date will be entitled
to vote.
ELECTION OF DIRECTORS
Each of the following named persons is a nominee for election as a
director of the Corporation for a term of office expiring at the annual meeting
of shareholders in 1996, or when his or her successor is elected and qualifies.
Murray Nadler and Glenn O. Thornhill, Sr., who were first elected to
serve on the Board at a Special (in lieu of Annual) Meeting of shareholders in
1978. Thomas B. Schulhof was elected by the Board in the fall of 1986 to fill
the balance of the term of Al A. Steinberg and was thereafter elected by the
shareholders at the Annual Meeting of Shareholders in May, 1987 to a full one
year term. Harry Nadler, Gene Nadler, Angelo J. Balafas and Joseph Kell were
elected to the Board at the annual shareholders' meeting in May, 1992, and
Andrew Brucker was elected as a director at the annual meeting held in May,
1993. Francine Yellon is the daughter of Leon Nadler and Ann Nadler. Leon Nadler
was a founder of the company and served on the Board until his death in 1984.
Ann Nadler served on the Board from 1984 through 1995. Ann Nadler died on
January 11, 1996. Should any nominee named herein become unable or unwilling to
accept nomination or election, any proxy granted pursuant to this solicitation
will be voted for the election in his stead of such other person as management
may
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<PAGE> 11
recommend. The management has no reason to believe that any of the nominees will
be unable or unwilling to serve if elected. To the knowledge of management, the
nominees intend to serve the entire term for which election is sought.
<TABLE>
<CAPTION>
No of Shares of
Corporation's
Principal Has Served Common Stock
Occupation as a Owned of Record
During Past Director as of
Name Age 5 Years Since March 31, 1993
- ---- --- ----------- ---------- ---------------
<S> <C> <C> <C> <C>
Murray Nadler 79 Chairman of 1945 354,532
(1)(2)(3)(4) Board and
Director of
DK Investors,
Inc.
Francine Yellon Housewife 20,043
(2)(3)
Glenn O.
Thornhill 82 Presently 1962 156,076
engaged in the
manufacture and
sale of ladies
apparel, having
an interest in
several companies
some of whom
formerly did
business with the
company. Treasurer
of DK Investors,Inc.
and a director
Thomas B.
Schulhof 45 President 1986 0
and Director
of Quadriga
Art, Inc. and
Secretary and a
director of DK
Investors, Inc.
</TABLE>
8
<PAGE> 12
<TABLE>
<S> <C> <C> <C> <C>
Harry Nadler 45 Real Estate 1992 19,401
Management
Sales and Leasing
and a director
of DK Investors,
Inc.
Gene Nadler 42 Presently Vice 1992 20,226
President at
Smith Barnery
Shearson and
President and a
Director of DK
Investors, Inc.
Joseph Kell 75 Involved in 1992 0
numerous
business enter-
prises. Formerly
a member of the
Board of Directors
of Directors of
the Alpine Group and
director
Angelo J.
Balafas 68 Retired. 1992 345
Formerly Sr.
Vice President-
Chemical Bank.
Prior thereto Lt.
Colonel U.S. Army
and a director
Andrew Brucker 42 Attorney at Law 1993 0
and a director
</TABLE>
______________________________________________________________
(1)(2) See notes as to shares owned by family members and trusts as
set forth previously.
(3) Murray Nadler and Leon Nadler were brothers, Ann Nadler is
Leon Nadler's widow.
(4) Gene Nadler and Harry Nadler are Murray Nadler's sons.
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<PAGE> 13
A fee was voted at a Directors meeting held December 12, 1979, of $300
per meeting for each director attending, commencing in 1980. Messrs. Murray
Nadler, and Glenn O. Thornhill, if elected, have waived their right to such fee.
The following attendance fees were paid to directors during 1992: Mr.
Gene Nadler, Mr. Angelo J. Balafas, Mr. Thomas B. Schulhof total of $1,200 each
and Mr. Harry Nadler, Joseph Kell and Mr. Andrew Brucker, each received a total
of $900.
APPROVAL OF CONTINUING THE INVESTMENT ADVISOR'S
AGREEMENT WITH THE PORTFOLIO GROUP, INC.
SUBSIDIARY OF CHEMICAL BANKING
Shareholders are being asked to vote on the approval of continuing the
Investment Advisor's Agreement (the "Advisor's Agreement"), between the
Corporation and the Portfolio Group, Inc., subsidiary of Chemical Banking ("The
Bank"). The proxy holders named in the accompanying proxy form intend to vote
"FOR" approval of continuing the Advisor's Agreement for another year and until
the next regular annual Shareholders Meeting, unless contrary action is
specified by the shareholders in the space provided in the proxy form. A copy of
the Advisor's Agreement is attached to this proxy statement as Exhibit "A". The
discussion of the Advisor's Agreement contained in this proxy statement does
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<PAGE> 14
not purport to be complete and is subject in all respects to the provisions of,
and is qualified in its entirety by reference to, the attached Advisor's
Agreement. A vote in favor of renewing the Advisory Contract will authorize the
directors to renew the advisory contract at the existing advisory fee of .4 or
1% of the average daily net asset value of the portfolio.
The Corporation has been working with the Portfolio Group in investing
company money. Since the Corporation's management has had no prior experience in
the management of an investment company, management of the Corporation has
recommended, and the Board of Directors of the Corporation has determined to
retain The Portfolio Group as the investment advisor to the Corporation.
Shareholders, at a Special Meeting, held September 15, 1982, overwhelmingly
approved the retention of The Portfolio Group as the Corporation's investment
advisor and likewise approved the Investment Advisory Agreement. At the annual
meetings held May of each year since then, continuation of the advisory
agreement and retention of The Portfolio Group as investment advisor were
likewise overwhelmingly approved by shareholders.
No members of the Board of Directors or present officers of DK
Investors, Inc. are officers, directors or employees of The Bank or of The
Portfolio Group and no officer, employee or member
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<PAGE> 15
of the Board of Directors of The Bank or of The Portfolio Group is an officer,
director or employee of DK Investors, Inc. No director of DK Investors, Inc.
owns either beneficially or of record shares of the common stock of The Bank,
except that Mr. Angelo J. Balafas was, prior to his retirement, a vice president
of The Portfolio Group and owns shares of Chemical Bank stock.
The Advisor's Agreement between the Corporation and The Portfolio Group
was approved by the unanimous vote of the Directors of the Corporation present
at a meeting called for the purpose of considering the Advisor's Agreement on
March 1, 1996. All directors of the Corporation, except Ann Nadler, Murray
Nadler and Glenn O. Thornhill, Sr. were present at the meeting.
Under the Advisor's Agreement, The Portfolio Group has agreed to
furnish the Corporation investment advice, certain administrative, clerical,
bookkeeping and statistical services and also act as custodian of DK's assets.
All services provided the Corporation pursuant to the Advisor's Agreement will
be furnished directly by The Portfolio Group.
In return for The Portfolio Group's services, the Corporation has
during the past 12 months, paid an annual fee, equal to .40 of 1% of the daily
net asset value of the portfolio in which the Company has invested its assets,
payable in four
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<PAGE> 16
yearly payments at the end of each three (3) months of the year that the
contract remains in force.
Subject to prior termination as described below and subject to
termination by either party on thirty (30) days written notice the Advisor's
Agreement shall continue in force for one (1) year from the date of the meeting,
and from year to year thereafter if its continuance after said date (1) is
specifically approved at least annually by vote of the Board of Directors of the
Corporation, and by vote of a majority of the outstanding voting securities of
the Corporation, and (2) is specifically approved at least annually by vote of 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. The Advisor's Agreement further 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.
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<PAGE> 17
REQUIRED VOTE
Approval of the Advisor's Agreement will require the affirmative vote
of a majority of the outstanding voting securities of the Company, which is
defined under the Investment Company Act of 1940 as: (i) 67% or more of the
voting securities present at the shareholders meeting, if the holders of more
than 50% of the outstanding voting securities of the Company are present or
represented by proxy at the meeting; or (ii) more than 50% of the outstanding
voting securities of the Company, whichever is less.
Management recommends a vote "FOR" approval of the Advisor's Agreement.
Directors and officers of the Company, and members of their immediate
families, including the Estate of Ann Nadler, who together own of record and
beneficially approximately 85.55% of the voting securities of the Company, have
informed the Company that they intend to vote for approval of the Advisor's
Agreement. The vote "FOR" approval of the Advisor's Agreement by such persons
will assure such approval.
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<PAGE> 18
INVESTMENT ADVISORY AND OTHER SERVICES
Chemical Banking Corporation ("Chemical") is one of America's leading
banking institutions. Chemical has been in existence, although under varying
names throughout the period, for more than a century and a half, having been
established in 1824. The Portfolio Group, Inc. (TPG) has been registered as an
investment adviser with the SEC since 1983. TPG is a wholly- owned subsidiary of
Chemical Banking Corporation and has affiliations with Chemical Bank, Texas
Commerce Bank and Brown & Company Securities Corporation.
TPG has approximately 11.2 billion dollars under management for 1,048
clients, which represents a wide range of clientele from registered mutual funds
and pension accounts to wealthy individuals. TPG has been a nondiscretionary
investment adviser to DK Investors, and DK Investors closely follows their
investment policy.
THE PORTFOLIO GROUP'S BOARD OF DIRECTORS
John Fogarty, Chairman
Group Executive of Chemical Bank Private Banking
Gary M. Sherman, Director
Managing Director of Chemical Bank Investors Services
Division
15
<PAGE> 19
Timothy J. Morris, Director
President and CIO of The Portfolio Group, Inc. William L. Glenn,
Director and Vice President, Chemical Bank Beth R. Richards, Director and Vice
President of Administration and Operations, The Portfolio Group, Inc.
PEOPLE
Senior Management of The Portfolio Group:
TIMOTHY J. MORRIS, President and Chief Investment Officer. Mr. Morris came to
the Portfolio Group in April, 1988. Before joining TPG, he was Vice President
and Manager of the Institutional Investment Counsel Group of the Bank of New
York, He was responsible for a variety of endowment, foundation and ERISA
portfolios. Previously, he was a Senior Portfolio Manager at both E. W. Axe and
Company and Horizon Bancorp. Mr. Morris, who began his investment career in
1973, received a B.A. in Economics from Kings College in 1964 and did
post-graduate work in Economics at the University of Maryland.
PETER W. HOFFMANN, C.F.A., Managing Director and Equity Investment Director. Mr.
Hoffmann joined The Portfolio Group in August, 1988. He began his investment
career in 1969 at
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<PAGE> 20
Manufacturers Hanover Trust Company where he worked as a securities analyst and
later as a manager of ERISA portfolios. From 1976 to 1988, he was an equity
salesman for both Oppenheimer and Drexel Burnham. Mr. Hoffmann received a B.A.
in Economics from Georgetown University in 1967 and an M.B.A. in Finance from
the Columbia University School of Business in 1969.
JOHN L. LINDARS, Managing Director and Director of Fixed Income Investment.
Before joining TPG, Mr. Lindars was Head General Market Trader in Chemical's
Capital Markets Division, Senior Portfolio Manager for Chemical's $2 billion
bond portfolio, and Vice President for Municipal Bond Investments in the Trust
and Investment Division. Mr. Lindars graduated with a B.A. from the College of
William & Mary and did postgraduate work at the University of Michigan. He
received an M.B.A. from Tulane University in 1972.
BETH R. RICHARDS, Senior Vice President, Operations and Administration. Ms.
Richards joined TPG at its inception in 1984. She began her career at Chemical
Bank in 1982 as a custody administrator. She was instrumental in the conversion
of Chemical Bank Investment Counseling Service to The Portfolio
17
<PAGE> 21
Group. From 1984 to 1987, Ms. Richards was an Operations Officer, and was then
promoted in 1987 to AVP in charge of finance. Ms. Richards received a B.A. in
Economics from Brooklyn College in 1979 and an M.B.A. in Finance from Boston
University Graduate School of Management in 1981.
JOHN G. SCHMUCKER, III, Vice President and Senior Fixed Income Portfolio
Manager. Mr. Schmucker joined TPG in November, 1992. From June, 1990 until
joining TPG, he was Chief Investment Officer of Chemical Bank's Official
Institutions Group. Previously, he was a portfolio manager with Henry Kaufman &
Company, Inc. Mr. Schmucker received a B.A. in Mathematics from Pennsylvania
State University in 1959 and did post-graduate work at the University of
Pennsylvania, Wharton Graduate division.
EDNA Z. PARRY, Senior Vice President, Director of Sales and Marketing. Ms. Parry
joined TPG in April, 1990. Previously, she was employed by Chemical Bank's
Private Banking Group as a Sales Manager. Ms. Parry, who began her investment
career in 1984, has extensive financial sales and marketing experience, having
spent the previous six years as a portfolio manager and securities salesperson
for Smith Barney, Harris Upham & Company. Prior to
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<PAGE> 22
that, she was the manager of a national trade association, The Society of
Plastics, Inc., where she promoted the development of the plastics industry.
From 1979 through 1982, Ms. Parry was a Marketing Specialist for Celanese
Plastics. She graduated with academic honors from Long Island University with a
B.A. in Foreign Languages in 1974.
OTHER MANAGEMENT OF THE PORTFOLIO GROUP:
LINDA G. BRUNO, C.F.A., Vice President and Fixed Income Trader, joined The
Portfolio Group in 1990. She previously co-managed over $1 billion in commingled
trust funds and short term portfolio at Texas Commerce Bank.
PETER H. CHANG, Vice President and Taxable Fixed Income Specialist, joined The
Portfolio Group in June, 1988. He was previously the Head Trader for the Asset
Management Department of First Fidelity Bank, where he managed and traded over
$800 million of assets in active pension accounts.
STEVEN M. DUFF, Vice President and Equity Analyst, joined The Portfolio Group in
January, 1990. Prior to that, Mr. Duff worked as an assistant portfolio manager
and equity salesman at both
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<PAGE> 23
Kidder Peabody & Co. from 1987 to 1989, and at Blackford Securities from 1989 to
1990. He graduated with a B.S. from Stonehill College in 1985.
CAROLINE J. GILL, Vice President and Senior Municipal Bond Specialist, joined
The Portfolio Group in January, 1986. She began her career in municipal finance
in 1968 as a budget analyst for the State of Ohio, where her duties also
involved bond issuance for the financing of various state projects.
RALPH E. HICKMAN, JR., Vice President and portfolio manager, began on the
commercial side of the banking industry in 1971, at the National Bank of
Westchester in White Plains, New York. In 1975, he was named Portfolio Manager
at the same institution.
ALLEN A. JACOBI, C.F.A., Vice President and Senior Portfolio Manager, joined TPG
in February, 1992. Mr. Jacobi came to TPG from Manufacturers Hanover where he
headed their Personal Investment Counseling Department. He began his career with
the same institution in 1972 and held a number of positions specializing in both
personal and fiduciary asset management. Mr. Jacob graduated with a B.A. in
Economics from Rutgers
20
<PAGE> 24
University in 1972, and received his M.B.A. from the same institution in 1976.
MITCHELL S. KESSLER, Investment Officer and Portfolio Manager, joined TPG in
February, 1992. For the previous five years he managed equity and fixed income
accounts for Manufactures Hanover's Personal Investment Counseling department.
He also worked in Manufactures' Internal Audit Department, at People's
Westchester Savings Bank before beginning his investment career. Mr. Kessler
received a B.S. in Business administration form Boston University in 1981 and a
Masters of Science in Investment Management from Pace University in 1988.
JOHN KOWALSKI, Investment Officer and Fixed Income Trader, joined The Portfolio
Group in February, 1984. Prior to joining TPG, he was a Financial Analyst with
Chemical Bank's World Banking Group.
THOMAS F. MILLER, Assistant Vice President and Fixed Income Credit Analyst,
joined The Portfolio Group in February, 1982. Previously, Mr. Miller was a fixed
income credit analyst for Manufacturers Hanover's Liquidity Management
Department where he also created the Investment Management Division's credit
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<PAGE> 25
department. His experience also includes two years of fixed income securities
analysis at Nikko Securities Co. International, Inc. He began his career at
Midlantic National Bank in 1985 where he completed the Bank's formal Credit
Training Program and later became a Senior Credit Analyst. Mr. Miller received
his B.S.B.A. in Finance from Villanova University in 1985 and is pursuing an
M.S. in Investment Management from Pace University.
PETER J. MOFFATT, Investment Officer and Fixed Income Specialist, joined The
Portfolio Group in February, 1992. Prior to joining TPG, he was a portfolio
manager for Manufacturers Hanover's Liquidity Management Department where he
managed the Hanover taxable money market mutual funds, as well as longer-term
portfolios. Previously, Mr. Moffatt was an assistant portfolio manager for
Manufacturers' Personal Investment Counseling Department. He began his career at
the same institution in 1983 and received a B.A. from St. Francis College in
1981.
RICHARD G. MOSCHEL, Assistant Vice President and Fixed Income Specialist, joined
The Portfolio Group in February, 1982. Prior to joining TPG, he managed the
Hanover tax-exempt money market mutual funds. previously, Mr. Moschel was an
Assistant Vice
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<PAGE> 26
President and Fixed Income trader with the Asset Management department of First
Fidelity Bank. Mr. Moschel began his career with The Reserve Group, Inc., where
he managed taxable and tax- exempt money market funds. He graduated from St.
John's University in 1983 with a B.S. in Finance.
ROBERT E. PELLEGRINI, Vice President and Portfolio Manager, joined Chemical
Bank's Auditing Division in 1969, and then moved to the Research Department of
the Trust & Investment Division. In 1974, he joined Chemical Bank's Investment
Counseling Services Department as a Portfolio Manager, and has been with The
Portfolio Group since its incorporation in 1984.
KAREN L. SHAPIRO, Vice President and Portfolio Manager, began her career as an
equity analyst with Fidelity Bank in Philadelphia. In 1983, Ms. Shapiro joined
Bank of New York as an equity analyst and moved into portfolio management in
1985. Prior to joining TPG in February, 1992, she was a Portfolio Manager in
Manufacturers Hanover's Personal Investment Counseling department. Ms. Shapiro
received a B.A. in Political Science/History from Elmira College in 1972 and an
M.B.A. from Drexel University in 1978.
23
<PAGE> 27
No officers or directors of The Portfolio Group, Inc. or directors of
Chemical Banking Corporation or Chemical Bank own stock in DK Investors, Inc.
Additionally, none of the officers or directors of DK Investors, Inc. own stock
in Chemical Banking Corporation except Angelo Balafas who owns shares of
Chemical Banking Corporation.
The advisory fee is equal to four tenths (.4) of one percent of the
average daily net asset value of the registrant's assets payable quarter
annually. During the last three years, registrant paid investment advisory fees
to The Portfolio Group of Chemical Bank as follows:
<TABLE>
<S> <C>
1995 - $ 61,665
1994 - $ 61,818
1993 - $ 63,841
</TABLE>
The investment advisor recommends purchases and sales of securities to
the registrant and executes all purchases and sales on behalf of registrant.
APPROVAL OF THE APPOINTMENT OF CUMMINGS
& CARROLL, P.C. AS INDEPENDENT AUDITORS
The Board of Directors, at a meeting held March 1, 1996, appointed,
subject to ratification by shareholders at the Annual Meeting, the firm of
Cummings & Carroll, P.C., as independent auditors for the Company. Cummings &
Carroll, P.C. had, for many
24
<PAGE> 28
years, acted as independent accountants and auditors to the Company while it was
operating under the name of Donnkenny Inc., and manufacturing, importing and
selling ladies' apparel, and acted as independent auditors to DK Investors, Inc.
during all of 1995. Cummings & Carroll, P.C., Certified Public Accountants, and
its predecessor partnership, have been engaged in the practice of accounting for
over fifty years. The firm represents a diversified audit clientele and has over
thirty years of experience in audits performed in accordance with requirements
set forth by the Securities and Exchange Commission. The firm has considerable
experience in the securities and investment areas and is well qualified to
perform the audit of DK Investors, Inc. in accordance with generally accepted
auditing standards.
The proxy holders named in the accompanying proxy form intend to vote
"FOR" approval of Cummings & Carroll, P.C., Certified Public Accountants, as the
independent auditors to DK Investors, Inc., unless contrary action is specified
by the shareholders in the space provided in the proxy form.
REQUIRED VOTE
Approval of Cummings & Carroll, P.C. as independent auditors to the
Company will require the affirmative vote of a majority of
25
<PAGE> 29
the outstanding voting securities of the Company, which is defined under the
Investment Company Act of 1940, as amended, a: (i) 67% or more of the voting
securities present at the shareholders meeting, if the holders of more than 50%
of the outstanding voting securities of the Company are present or represented
by proxy at the meeting; or (ii) more than 50% of the outstanding voting
securities of the Company, whichever is less.
Management recommends a vote "FOR" approval of Cummings & Carroll, P.C.
as independent auditors for the Company.
Directors and officers of the Company, and members of their immediate
families who in the aggregate own of record and beneficially approximately
85.55% of the outstanding Common Stock of the Company, have informed the Company
that they intend to vote for approval of the retention of Cummings & Carroll,
P.C. as independent auditors of the Company. The vote "FOR" approval of the
retention of Cummings & Carroll, P.C. as independent auditors of the Company by
such persons assures that such matters will be approved.
Thomas B. Schulhof
Secretary
26
<PAGE> 30
DK INVESTORS, INC.
PROXY SOLICITED BY MANAGEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 8, 1996
The undersigned stockholder of DK Investors, Inc. hereby appoints Thomas B.
Schulhof, Gene Nadler and Joseph Pomeranz 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 333 Seventh Avenue, Third
Floor, New York, NY on May 8, 1996 at 10:00 a.m. and any adjournment of such
meeting, on the following matters:
(TO BE SIGNED ON REVERSE SIDE)
<PAGE> 31
/X/ Please mark your votes as in this example.
FOR all nominees listed at right (except as marked to the contrary below)
/ /
WITHHOLD AUTHORITY to vote for all nominees listed at right / /
Nominees:Murray Nadler
Francine Yellon
Glenn O. Thornhill
Andrew Brucker
Thomas B. Schulhof
Harry Nadler
Gene Nadler
Joseph Kell
Angelo Balafas
To consider and act upon a proposal to:
1. ELECTION OF DIRECTORS
(INSTRUCTIONS: to withhold authority to vote for any individual nominee print
that nominee's name on the space provided below)
_______________________________________________________________________________
2. Approve the renewal of the Investment Advisor's Agreement between the
Company and the Portfolio Group, Inc., a Division of Chamical Bank:
FOR AGAINST ABSTAIN
/ / / / / /
3. Approve the retention of Cummings & Carroll, P.C. as the Company's
independent auditors:
FOR AGAINST ABSTAIN
/ / / / / /
4. Upon such other business as may come before the said meeting or any
adjustments therefor:
A MAJORITY OF THE SAID PROXIES MAY EXERCISE ALL POWERS GRANTED HEREUNDER, AND
IF, ONLY ONE OF THE SAID PROXIES SHALL BE PRESENT, SUCH MAY EXERCISE ALL THE
POWERS GRANTED HEREUNDER.
_____________________________________________
SIGNATURE(S)_______________________________________DATE__________________, 1996
Note: Please sign as name appears on this proxy. When signing as an attorney,
executor, administrator, trustee or guardian, please set forth your title.
