Securities and Exchange Commission
Washington, D.C. 20549
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
[X] Definitive proxy statement Commission Only (as permitted
[ ] Definitive additional materials by Rule 14a-6(e)(2))
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
KEYCO BOND FUND, INC.
(Name of Registrant as Specified In Its Charter)
J. Michael Bernard, Esq.
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 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 party of the fee is offset as provided by Exchange
Act Rule 1-11(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 of Schedule and the date
of filing.
(1) Amount Previously Paid:
(2) Form Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
<PAGE>
KEYCO BOND FUND, INC.
27777 Franklin Road, Suite 1850
Southfield, Michigan 48034
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 21, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Keyco Bond Fund, Inc., a Michigan corporation (the "Company"), will be
held at the principal executive offices of the Company, 27777 Franklin
Road, Suite 1850, Southfield, Michigan, on Thursday, December 21, 1995,
at 9:00 a.m., E.S.T., for the following purposes:
(1) To elect five directors to serve until the next Annual
Meeting of Shareholders;
(2) To consider and act upon a proposal to ratify the appointment
of Coopers & Lybrand as independent auditors for the fiscal
year ending September 30, 1996; and
(3) To transact such other business as may properly come before
the meeting or any adjournments thereof.
Information with respect to the above matters is set forth in the
Proxy Statement which accompanies this Notice.
The Board of Directors has fixed the close of business on November
3, 1995, as the record date for determining shareholders entitled to
notice of and to vote at the Annual Meeting.
Please execute and promptly return the enclosed proxy card (i.e.
blue sheet). Your designation of a proxy is revocable and will not
affect your right to vote in person in the event you find it convenient
to attend the meeting.
By Order of the Board of Directors,
JOEL D. TAUBER
President
Southfield, Michigan
November 22, 1995
<PAGE>
<PAGE>
KEYCO BOND FUND, INC.
27777 Franklin Road, Suite 1850
Southfield, Michigan 48034
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 21, 1995
This Proxy Statement and the accompanying form of proxy are to be
first mailed on or about November 22, 1995 to all shareholders of record
on November 3, 1995, and is furnished in connection with the solicitation
of proxies by the Board of Directors of Keyco Bond Fund, Inc., a Michigan
corporation (the "Company"), to be used at the Annual Meeting of
Shareholders to be held at 9:00 a.m., E.S.T., on Thursday, December 21,
1995, and at any adjournments thereof.
Shares cannot be voted at the meeting unless the holder is present
in person or represented by proxy. Proxies are revocable by written
notice to the Secretary of the Company at any time prior to their
exercise. Proxies may also be revoked by a shareholder attending and
voting in person at the meeting. Shares of the Company's Common Stock
represented by any unrevoked proxy in the enclosed form, if such proxy is
properly executed and is received prior to the meeting, will be voted in
accordance with the specifications made on such proxy or, if no
specification has been made on such proxy, will be voted for the election
as directors of the nominees listed herein and in favor of the proposal
to ratify the selection of auditors. The Board of Directors does not
intend to present any other matters at the Annual Meeting. However,
should any other matters properly come before the Annual Meeting, the
proxy holders will have discretionary authority to vote upon such matters
and, in such event, it is the intention of such proxy holders to vote the
proxy in accordance with their best judgment. For purposes of
determining the number of votes cast with respect to any voting matter,
only those cast "for" or "against" are included. Abstentions are counted
only for purposes of determining whether a quorum is present at the
Annual Meeting. Broker non-votes are not counted for any purpose. A
majority of the outstanding shares of the Company, represented in person
or by proxy, will constitute a quorum at the meeting.
The Common Stock of the Company is the only class of securities
which is entitled to vote at the meeting. As of the close of business
November 3, 1995, the record date for determining shareholders who are
entitled to receive notice of and to vote at the meeting, there were
1,267,258 shares of Common Stock issued and outstanding. Each share is
entitled to one vote. The presence at the meeting, in person or by
proxy, of the holders of a majority of shares of stock of the Company is
necessary to constitute a quorum.
The cost of soliciting proxies, which may be conducted by mail,
telephone, in person or otherwise, will be borne by the Company. The
mailing address of the Company's principal executive offices is 27777
Franklin Road, Suite 1850, Southfield, Michigan 48034.
<PAGE>
<PAGE>
MATTERS TO COME BEFORE THE MEETING
(1) Election of Directors
Five directors are to be elected at the meeting. The directors of
the Company are elected annually by the shareholders, to serve until the
next annual meeting of shareholders or until their death, resignation, or
removal. The nominees named in the table below have each indicated a
willingness to serve if elected. If any nominee should be unable to
serve or is otherwise unavailable for election, and if any other persons
are nominated, the persons designated on the accompanying form of proxy
will have discretionary authority to vote or refrain from voting in
accordance with their judgment on such other nominees unless authority to
vote on such matter is withheld.
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
----------------------
Principal Occupation Director Percent
Name and Age (Past five years) Since Number of Class
- - ------------ -------------------- -------- ------- --------
<S> <C> <C> <C> <C>
Gail A. Dishell, 59<F1> Vice President of the Company 1984 469,529<F2> 37.1%
prior to 1982; Investor
Mark E. Schlussel, 55 Of Counsel to the firm of 1979 -0-
Pepper, Hamilton and Scheetz,
attorneys (since January 1995)
(Detroit, Michigan); previously
Partner in the firm of Miller,
Canfield, Paddock and Stone,
attorneys (from October 1990
to January 1995) (Detroit,
Michigan)
David K. Page, 62 Partner in the firm of Honig- 1989 -0-
man Miller Schwartz and Cohn,
attorneys (Detroit, Michigan)
Thomas E. Purther, 30<F1> Partner in Key Homes, residen- 1994 24,715<F3> 2.0%
tial builder (since December
1993) (Bingham Farms,
Michigan); previously financial
analyst for Keywell Corporation
(scrap metal) (from September,
1991 to December 1993) (Chicago,
Illinois); previously a student
(from prior to 1990 to September
1991)
Ellen T. Horing, 33 <F1> Portfolio manager of Highgate -- 53,477<F4> 4.2%
Partners, an investment partner-
ship (since January 1993)
(Mt. Kisco, New York); previously
Director of Research and Vice
President, Gabelli Funds, Inc.
(mutual funds) (from August 1988
to August 1992)
- - ------------
<F1> Ms. Dishell, Mr. Purther and Ms. Horing are "intersted persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940 because of their status as an
officer, director, holder of more than 5% of the Company's Common Stock and/or the
immediate family member of any of the foregoing.
<F2> Includes certain shares pursuant to which Ms. Dishell is sole trustee. See
"Principal Shareholders." Does not include 1,000 shares held by Ms. Dishell's
husband, as to which she disclaims any beneficial ownership.
<F3> These shares are held in a trust for the benefit of Mr. Purther; Ms. Barbara J.
Purther serves as the sole trustee of such trust with voting and dispositive powers.
See "Principal Shareholders."
<F4> These shares are held in a trust for the benefit of Ms. Horing; Ms. Shelly M. Tauber
and Mr. Joel D. Tauber serve as co-trustees of such trust with voting and
dispositive powers. See "Principal Sharehodlers."
</TABLE>
<PAGE>
<PAGE>
All directors and officers of the Company, as a group, beneficially
own 1,236,738 shares (97.6%) of the Company's outstanding Common Stock.
See "Principal Shareholders."
All of the nominees (except Ellen T. Horing) were previously
elected as directors at the last annual meeting of shareholders. Shelby
M. Tauber, Barbara J. Purther and Gail A. Dishell, each of whom is an
officer and/or a director and a principal shareholder, are sisters. In
addition, Thomas E. Purther is the son of Ms. Purther, and Ms. Horing, a
nominee for election as a director, is the daughter of Ms. Tauber and
Joel D. Tauber, the President. The Board of Directors has no committees.
Directors who are not "interested persons" of the Company as defined in
the Investment Company Act of 1940 (i.e., Messrs. Schlussel and Page) are
presently paid a fee of $1,000 per meeting. During the year ended
September 30, 1995, the Board of Directors met once and all directors
were present. During the year ended September 30, 1995, no remuneration
of any form was paid to the Company's officers or directors, other than
as described above with respect to the Company's two outside directors.
The nominees receiving a plurality of votes cast at the meeting
will be elected directors.
(2) Ratification of Appointment of Auditors
The directors of the Company who are not "interested persons" have
unanimously appointed Coopers & Lybrand, independent public accountants,
to audit the financial statements of the Company for the current fiscal
year ending September 30, 1996. This firm served in such capacity for
the fiscal year ended September 30, 1995, and has no direct or indirect
interest in the Company other than as its auditors and independent
accountants. This appointment will be submitted to shareholders at the
meeting for ratification. The affirmative vote of a majority of the
shares of Common Stock present at the meeting is required to so appoint
Coopers & Lybrand as the Company's auditors. A representative of Coopers
& Lybrand is not expected to be present at the meeting.
<PAGE>
<PAGE>
FURTHER INFORMATION
Principal Shareholders
The following table sets forth certain information concerning those
persons who were, on November 3, 1995, believed by the Company to be
beneficial owners of more than 5% of the outstanding shares of the
Company's Common Stock, and also sets forth certain information about
ownership of shares of Common Stock by all directors and officers of the
Company as a group:
<TABLE>
<CAPTION>
Shares Beneficially
Name and Address Nature of Beneficial Owned
of Beneficial Owner Ownership Number Percent
- - ------------------- --------------------- ------ -------
<S> <C> <C> <C>
Shelby M. Tauber Shares as to which Ms. Tauber exercises
150 East 69th Street, sole voting and investment powers..... 226,904
Apartment 27H
New York, NY
Shares held in various trusts pursuant
to which Ms. Tauber and Joel D. Tauber
are co-trustees with voting and invest-
ment powers ........................... 144,186
-------
371,090 29.3%
======= =====
Barbara J. Purther Shares as to which Ms. Purther exercises
2200 Tottenham exercises sole voting and
Birmingham, MI investment powers...................... 233,337
Shares held in various trusts pursuant
to which Ms. Purther is sole trustee
with voting and investment powers...... 96,942
-------
330,279 26.1%
======= =====
Gail A. Dishell Shares as to which Ms. Dishell exercises
26721 Carol exercises sole voting and investment
Franklin, MI powers................................. 251,644
Shares held in various trusts pursuant
to which Ms. Dishell is sole trustee
with voting and investment powers...... 217,885
-------
469,529* 37.1%
======= =====
Joel D. Tauber Shares as to which Mr. Tauber exercises
2991 Long Ridge Ct. sole voting and investment powers...... 65,840
West Bloomfield, MI
Shares held in various trusts pursuant
to which Mr. Tauber and Shelby M. Tauber
are co-trustees with voting and invest-
ment powers............................ 144,186
-------
210,026 16.6%
======= =====
___________________________________
*Does not include 1,000 shares held by Ms. Dishell's husband, as to which she disclaims
any beneficial ownership.
All directors and officers of the Company, as a group, beneficially own 1,236,738
shares (97.6%) of the Company's outstanding Common Stock.
</TABLE>
<PAGE>
<PAGE>
Executive Officers
Set forth below is certain information concerning the Company's
present executive officers, including name, age, principal occupation and
business experience during the past five years, and length of service as
an officer of the Company.
Name and Age Office and Term of Service
- - ------------ --------------------------
Joel D. Tauber, 60 President since October 1995. Also a
manufacturing executive, business
consultant and investor since prior to
1990; Co-Chairman of the Board of Key
Plastics, Inc. (Novi, Michigan) since July
1990 (previously Chairman of the Board
since prior to 1990 through July 1995);
Co-Chairman of the Board of Keywell
Corporation (Chicago, Illinois) since April
1992 (previously Chairman of the Board
since prior to 1990 through April 1992)
prior to 1990; Chairman of the Board of
KMGI, Inc. (formerly Key Manufacturing
Group, Inc.) (Southfield, Michigan) since
prior to 1990.
Gail A. Dishell, 59 Vice President since prior to 1982
Shelby M. Tauber, 60 Treasurer since prior to 1982
Barbara J. Purther, 55 Secretary since prior to 1982
Except as described above, none of the Company's executive officers
have been employed in a principal occupation for the past five years.
Information Concerning Investment Adviser and Investment Advisory
Contract
Determination Not to Use Investment Adviser; Termination of Investment
Advisory Contract
At its October 19, 1994 meeting, the Board of Directors decided not
to retain the services of an outside investment adviser and, instead,
determined that the Company, acting through its officers and with the
review provided by the Board, will make investment decisions internally
on a going-forward basis.
The Board's decision not to retain the services of an investment
adviser was made after careful deliberation and was based upon several
factors, including the following:
-- The Company's investment objectives are relatively clear-cut and
uncomplicated. The Company's primary investment objective, as
reported in prior filings with the Securities and Exchange
Commission, is "to receive as high a level of current interest
income exempt from federal income taxes as is available from
Municipal Bonds (as defined therein) and as is consistent with
prudent investment management and preservation of capital, and
capital appreciation will be a minor investment objective of the
Company." As a result of this objective, the Company invests in
high quality bonds which typically have relatively low turnover.
-- Given the relatively low turnover in investment securities, the
Board has been able to closely monitor the investment activity of
the Company.
-- The fees charged by potential third party investment advisers were
relatively high and, in light of the net benefit to be provided to
the Company, unacceptable.
<PAGE>
<PAGE>
As a result of its decision not to retain an outside investment
adviser, the Company and Comerica Bank (the "Bank"), effective as of
October 19, 1994, terminated the Management and Custodial Agreement,
dated September 5, 1979, pursuant to which Agreement the Bank had been
providing certain investment advisory and custodial account services to
the Company. Following such termination, however, the Company and the
Bank entered into a new Custodial Account Agreement, dated October 19,
1994, pursuant to which the Bank shall continue to provide certain
custodial account services for the Company.
Portfolio -- Allocation and Transactions
The Company's investment portfolio has consisted and will continue
to consist of debt obligations issued by states, counties, cities and
their political subdivisions or agencies, the interest on which is exempt
from federal income tax in the opinion of bond counsel to the issuer
("Municipal Bonds"). Municipal Bonds are normally traded in the over-
the-counter market on a net basis (without commissions) through dealers
acting for their own account and not as brokers. Because of this fact,
there are no stated commissions charged with respect to trades for
transactions in the Company's portfolio securities.
When purchasing or selling Municipal Bonds, the Company seeks to
obtain the prompt execution of orders at the most favorable prices
available. To the extent that, in the Company's experience, the
execution capabilities and prices offered by more than one dealer have
been comparable, the Company may, in its discretion, choose to purchase
and sell Municipal Bonds from and to dealers who provide research,
statistical and other information to the Company. However, it is not the
Company's policy to pay a higher price to a dealer solely because it has
supplied these services. Although this type of information is useful to
the Company, it is believed that such services will not reduce the
Company's normal research activities. The Company believes that the
types of research services and information which will be provided by
dealers will consist principally of research reports on particular issues
of Municipal Bonds and technical information concerning general market
conditions for Municipal Bonds.
Certain Reporting Requirements
Under the federal securities laws, the Company's directors, its
executive officers, and any persons holding more than 10% of the
Company's Common Stock (collectively, the "Reporting Persons") are
required to file reports with the Securities and Exchange Commission, and
to provide the Company with copies of same, relative to their ownership
of the Common Stock, which reports need to be filed at such time as they
first become a Reporting Person and at such time or times as any changes
occur in their beneficial ownership of the Common Stock. Specific due
dates for filing these reports have been established and the Company is
required to disclose in this Proxy Statement any failure to timely file
these reports.
Based on a review of the reports filed by the Reporting Persons,
during and with respect to the fiscal year ended September 30, 1995,
and/or on representations of its Reporting Persons with respect to the
fiscal year ended September 30, 1995, the Company believes that the
foregoing reporting requirements have been satisfied by the Company's
Reporting Persons.
<PAGE>
<PAGE>
Other Matters and Shareholder Proposals
At the date of this Proxy Statement, management is not aware of any
matters to be presented for action at the meeting other than those
described above. However, if any other matters should come before the
meeting, it is the intention of the persons named in the accompanying
proxy card to vote in accordance with their judgment on such matters.
Any proposals of shareholders to be presented at the next Annual
Meeting of Shareholders which are eligible for inclusion in the Company's
proxy statement for that meeting under applicable rules of the Securities
and Exchange Commission must be received by the Company at its principal
executive officers not later than 120 days prior to November 22, 1996.
Southfield, Michigan
November 22, 1995
<PAGE>
<PAGE>
KEYCO BOND FUND, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
Annual Meeting of Shareholders
To Be Held December 21, 1995
The undersigned shareholder hereby appoints GEORGE J. FORREST, III
and KENNETH E. KLUSKA, or either one of them, proxies with the power of
substitution to vote, as designated below, all shares of Common Stock
which the undersigned may be entitled to vote at the Annual Meeting of
the Shareholders to be held on Thursday, December 21, 1995 at 9:00 a.m.,
E.S.T., or at any adjournment thereof, on the following matters described
in the Proxy Statement dated November 22, 1995.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below or [ ] WITHHOLD AUTHORITY to
any substitute for any of them vote for all nominees
listed below
(To withhold authority to vote for any one nominee strike through his or
name below)
Gail A. Dishell Mark E. Schlussel
Thomas E. Purther David K. Page
Ellen T. Horing
2. RATIFYING THE SELECTION of Coopers & Lybrand as independent
auditors for the year ending September 30, 1996
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned instructs the proxies to vote as specified in the
proxy on the matters described in the Proxy Statement dated November 22,
1995. Proxies will be voted as instructed.
Authority is also granted to such proxies to vote in their
discretion upon any other business which may properly come before the
meeting. If no specification is made, proxies will vote as follows: (i)
under Item 1, FOR election of the nominees named above or any substituted
for any of them; and (ii) FOR Item 2.
Receipt is hereby acknowledged of the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated November 22, 1995.
Dated:
----------------------, 1995
----------------------------
Signature
----------------------------
Signature
Please sign exactly as name appears hereon. If the stock is registered
in the names of two or more persons, each should sign. Executors,
administrators, trustees, guardians, attorneys and corporate officers
should add their titles.
